Wizz Air Holdings Plc Annual report and accounts 2018
1
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
Report of the Chairman of the Nomination 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
7
9
15
17
24
25
31
32
35
44
47
48
61
66
69
70
71
78
79
80
82
83
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, as applicable.
Wizz Air Holdings Plc Annual report and accounts 2018
2
STRATEGIC
REPORT
Wizz Air Holdings Plc Annual report and accounts 2018
3
STRATEGIC REPORT
FINANCIAL HIGHLIGHTS
Financial year
Total revenue
Profit for the year*
Profit margin
Financial year
Passengers**
Year-end fleet
Number of employees (average)***
2018
€ million
1,948.0
275.1
14.1%
2018
29.6m
93
3,686
2017
€ million
1,571.2
225.3
14.3%
2017
23.8m
79
3,033
Change
+24%
+22%
(0.2)ppt
Change
+25%
+18%
+22%
*
In 2017 the Company presented two profit measures: the IFRS profit for the period and the ‘underlying’ profit for the period. The latter
included adjustments for exceptional items. As explained in Note 9 to the consolidated financial statements, the adoption of IFRS 9 has
removed the principal cause of such exceptional items and the Company is therefore not disclosing a separate underlying profit measure for
2018. The comparison in this table is made to the underlying profit in 2017 as this presents the best like for like measure.
** Booked passengers.
*** Including rented pilots.
* Years F13 – F17 show ‘underlying’ net profit, a non-statutory profit measure used by the Company until the F18 financial year
when the adoption of IFRS 9 made it obsolete. Further detailed in Note 9.
** F14 and F15 CASK include exceptional items.
2018, F18, FY18 and FY 2018 in this document refer to the financial year ended 31 March 2018. 2017, F17, FY17 and FY 2017 in this
document refer to the financial year ended 31 March 2017. Equivalent terms are used for prior financial years.
Wizz Air Holdings Plc Annual report and accounts 2018
4
STRATEGIC REPORT
COMPANY OVERVIEW
Wizz Air’s Presence
Number of routes operated from CEE* countries as at 31 March 2018:
Poland
Romania
Hungary
Bulgaria
Lithuania
Macedonia
Serbia
Ukraine
Bosnia and Herzegovina
Latvia
Czech Republic
Moldova
Georgia
Slovakia
Montenegro
Slovenia
Croatia
143
117
59
39
29
27
18
16
14
12
8
8
7
6
2
2
1
*
Central and Eastern Europe, or CEE, is a region comprised of Albania, Belarus, Bosnia and Herzegovina, Bulgaria, Croatia,
the Czech Republic, Estonia, Georgia, Hungary, Kosovo, Latvia, Lithuania, Macedonia, Moldova, Montenegro, Poland, Romania,
Russia, Serbia, Slovakia, Slovenia and Ukraine.
Wizz Air Holdings Plc Annual report and accounts 2018
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STRATEGIC REPORT
COMPANY OVERVIEW CONTINUED
Milestones and Achievements
FY 2018
} Wizz Air started operations in the following new locations: Tirana (Albania), Sarajevo (Bosnia and
Herczegovina), Osijek (Croatia), Frankfurt (Germany), Athens (Greece), Astana (Kazakhstan), Prishtina
(Kosovo), Agadir (Morocco), Tromso (Norway), Faro (Portugal), St Petersburg (Russia) and Lviv
(Ukraine).
} Emphasising its position as Bulgaria’s largest airline, Wizz Air announced its title sponsorship of the Sofia
Marathon on the eleventh birthday of its Sofia, Bulgaria, base.
}
‘WIZZ Youth Challenge” took place during the financial year, a business case-study challenge for students,
attracting almost 400 entries from across Europe and beyond, with the final 40 teams attending a two-
day final in Budapest.
} Major expansion was announced at London Luton with the opening of the Company’s first Western
European base in June 2018 and, later, following the acquisition of a portfolio of additional slots and
parking stands at London Luton, the application to start a new airline Wizz Air UK Limited, increasing the
based fleet to eight aircraft from summer 2018.
} The Company placed an additional order for ten Airbus A321ceo aircraft powered by Pratt & Whitney’s
V2500 engine to be delivered in 2018 and 2019.
} At the end of 2017 Wizz Air signed, as part of an airline group initiative, its and also Airbus’ largest ever
A320 family aircraft order, ordering for itself 146 A320neo family aircraft, with deliveries starting in 2021,
and securing a stable flow of new aircraft until 2026.
} Wizz Air introduced a new cabin bag policy allowing passengers to bring a large item of hand baggage
free of charge.
} The Company continued expanding its ancillary service offering by introducing new services such as the
“Fare Lock”, “Flexible Travel Partner”, and “Trip Planning” platform.
} Wizz Air won the title of European Airline of the Year by Aviation 100 and was also recognized at Sky
Awards as Best Low-Cost Airline and Passengers’ Most Preferred Choice for its great performance on the
Bulgarian market in 2017.
} The Wizz Air Pilot Academy, a part-sponsored cadet training programme, commenced in December 2017
with initial plans to train 150 cadet pilots a year, as part of the Company’s strategy to ensure a sufficient
supply of pilots of the right quality.
} Vienna was announced as Wizz Air’s 27th base and Austria its 44th country in the network starting with
five brand new Airbus A320 family aircraft.
} An additional 14 brand new Airbus A320ceo family aircraft joined the Company’s fleet, taking the total to
93 aircraft at the end of the financial year.
FY 2019 to date
} Rating agencies Moody’s and Fitch initiated coverage of the Company assigning investment grade level,
Baa3 and BBB ratings respectively.
} The group’s new UK airline, Wizz Air UK Limited, started operations upon successfully receiving its UK Air
Operator Certificate and Operating License.
Wizz Air Holdings Plc Annual report and accounts 2018
6
STRATEGIC REPORT
CHAIRMAN’S STATEMENT
Performance Overview
I am delighted to report another strong year at Wizz Air. The 2018 financial year saw the Company yet again
achieve market leading growth while continuing to deliver one of the highest profit margins of all European
airlines. Despite the challenging business conditions facing the European airline industry during the year, Wizz
Air carried 29.6 million passengers, an increase of 24.7% year-on-year. Central to our long-term growth plans
is our ability to grow passenger numbers profitably while retaining tight control over costs, which we delivered
by growing both revenues and profit. In FY2018, Wizz Air revenues grew 24.0% and net profit grew 22.1%,
translating into a net profit margin of 14.1%, a performance which few airlines in Europe can match.
Strategy
Profitable capacity growth and a dedication to achieving the lowest possible operating costs are, and will
remain, the key focus for Wizz Air. Together, they allow us to continue to take advantage of the significant
growth opportunity in Central and Eastern Europe which remains the Company’s core market region.
Nonetheless, the Company’s agility and cost focus mean that it is well placed to take advantage of commercial
opportunities as they arise and which lead in FY2018 to the announcement of two Western European bases in
London Luton and Vienna.
The strategy has led to increasing and impressive financial strength which, during FY2018, enabled the
Company to deliver a number of other important milestones:
} More than 100 new routes were announced, building our core markets as well as expanding our footprint
outside the CEE and widening our customer base.
} Launching a brand new UK airline, Wizz Air UK Limited, confirming our commitment to the UK market and
significant investment in Luton.
} Ordering a total of 156 new Airbus A320 family aircraft to ensure an enviable committed pipeline of latest-
technology, ultra-efficient aircraft deliveries until 2026 and so providing a firm foundation for future growth.
} Receiving investment-grade ratings from both Moody’s and Fitch, confirming the strength and prospects
of our business and financial position.
We believe that, as one of Europe’s fastest growing airlines and with our unique position in Central and Eastern
Europe, our ultra-low-cost base,our ever expanding diversified network the corporate agility which allows us
to respond quickly to market opportunities and our commitment to driving our operating costs ever lower,
Wizz Air is well placed to continue to grow profitably to meet industry challenges and consolidate its market
leading position and, so, continue to deliver significant growth and create long-term value for our stakeholders.
Governance/Board Changes
As a Board, we recognise that our ability to create value for our stakeholders is heavily linked to our
commitment to high standards of corporate governance. The Board and I feel we have the right balance of
skills, experience and backgrounds to oversee the execution of our strategy and, when necessary, challenge
the management team. We have once again carried out an internal evaluation of the Board’s performance and,
during the 2019 financial year, we shall once again run an externally-facilitated board appraisal process, taking
note of highlighted development areas to ensure ongoing high standards.
We are also delighted to have recently announced the appointment of Stephen Jones as Executive Vice
President and Deputy Chief Executive Officer. Stephen is responsible for Wizz Air's commercial, marketing
and information technology organizations and reports directly to our CEO. His appointment is an important
part of the Board’s succession planning, which is an important element of good governance, ensuring that we
are fully prepared for any departures from key positions. I would also like to take this opportunity to thank
Wioletta Rosołowska, who stepped down from the Board in February. We are in the process of a recruitment
process for a new non-executive Director and will announce a new appointment in due course.
Culture & Stakeholders
During 2018, the Board and senior management placed increased emphasis on articulating and embedding
our corporate culture to ensure WIZZ’s values are embraced by and permeate through the entire organisation.
As a company, we focus not just on driving superior returns but how we generate those returns. We aim to
generate value for all our stakeholders: our customers, our people, our shareholders and the communities in
which we operate. In order to promote the long-term success of our business, the Board is firmly aware of the
importance of building and maintaining successful relationships with a wide range of stakeholders.
Wizz Air Holdings Plc Annual report and accounts 2018
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STRATEGIC REPORT
CHAIRMAN’S STATEMENT CONTINUED
Customers
I would like to take this opportunity to thank all of our customers, old and new, for their continued support.
As we expand our network we are delighted that many new customers are able to enjoy our services at
incredibly low fares. Enhancing the service we deliver to our customers is a constant focus for senior
management and the Board. We continue to undertake initiatives to ensure that our customers enjoy the
lowest prices and maximum choice, are taken care of and experience high levels of satisfaction when
travelling safely with Wizz Air. As part of this focus, we consistently engage in customer surveys and the
results of those surveys are reported to the Board. This gives us a valuable insight into the evolving needs
of our ever expanding customer base.
Employees
The energy and commitment of our more than 3,600 colleagues is vital to our success and to fostering a
service that our customers are consistently pleased with. It is great to see the level of commitment from our
colleagues who consistently go the extra mile to help our customers.
Our annual employee survey helps us understand what is important to our colleagues and where we, as a
Board and senior management team, need to focus. As a Board, we are aware that the prospects for long-
term success of our business are inextricably linked to the dedication and engagement of our colleagues. I
want to thank them once again for all their hard work – without them we would not be in a position to build
on the huge successes to date by targeting further growth.
Communities
Wizz Air has operations in over 141 airports in 44 countries and we strive to play an active role in the
communities in which we operate. In 2018, we invested in a number of local community projects across
Europe, which proved successful and engaging for both our employees and the communities where we
have operations.
We also continue to make progress in ensuring our carbon footprint is as small as possible. The Board
recognises the key role reducing greenhouse gases will play in our creation of a sustainable aviation industry
and, for our stakeholders, can continue to create. Our business model, which dictates that we operate the
most efficient, latest-technology aircraft and, indeed, operate them in the most efficient way, means that our
emissions decrease as we replace our fleet and, in turn, the carbon footprint of each of our customers.
Looking Ahead
At the end of another hugely successful year for the business, I know that the Board is looking forward to
working with the Company’s senior management team and all colleagues to build on ouly ultar position as one
of the world’s few truly ultra low cost airlines. While there remains some uncertainty surrounding the future of
European aviation policy, we comply with relevant ownership and control regulations and are confident that
we will continue to do so, whatever the United Kingdom’s exit from the European Union might bring.
As the 2019 financial year begins we remain very optimistic for the coming twelve months. While market
conditions may fluctuate, our strategy remains clear and consistent: driving low operating costs and achieving
profitable growth is our priority. With the strength of our balance sheet recognised by our recently received
investment grade status, a continued focus on becoming the absolute cost leader amongst European airlines
and a committed delivery stream of the latest-technology aircraft for at least the next eight years, we believe
that Wizz Air has substantial foundations to drive growth and deliver strong returns for our shareholders.
William A. Franke
Chairman
23 May 2018
Wizz Air Holdings Plc Annual report and accounts 2018
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STRATEGIC REPORT
CHIEF EXECUTIVE’S REVIEW
The 2018 financial year was another year of investment and driving efficiencies in Wizz Air’s operations as we
continue to our mission to become Europe’s undisputed airline cost leader. This relentless focus on cost means
we continue to stimulate the market through the lowest fares, resulting in record passenger numbers of almost
30 million up 25% year on year. A backdrop of high economic growth rates across the CEE and the
opportunities created by Wizz Air’s ultra-low fares underpins our business which has seen revenues increase
by 24% and net profit of a record €275m an increase of 22% year on year. Our cost focus, market leading
position in CEE, pipeline of truly game changing Airbus A320neo family technology and balance sheet
strength, as reflected in our recently awarded investment grade credit ratings, are the strongest of foundations
for Wizz Air to continue to drive profitable growth and achieve one of the best profit margins of all European
airlines, ensuring Wizz Air remains one of the most exciting airline businesses in the world.
Central to Wizz Air’s ultra-low cost base is our commitment to operating the youngest, most fuel efficient
aircraft. Evidence of that commitment in action can be seen in the average age of our fleet, which is just 4.6
years. However, we need to ensure that we continue have access to the latest technology and to have a
constant replacement of older aircraft with new and so, in late 2017, we announced a firm order for an
additional 72 Airbus A320neo and 74 Airbus A321neo aircraft. These aircraft, adding to our previous order for
110 Airbus A321neo aircraft, will allow us to sustain our cost advantage through cabin innovations, the latest
engine technology and other efficiency improvements, while enhancing our customer offering and experience.
Our performance over FY2018 demonstrated the benefits of our fleet, diversified network and continued
improvements to our industry-leading ultra-low-cost base coming together to drive fares lower and stimulate
ever higher load factors and passenger numbers. In FY 2018, we delivered:
} A revenue increase of 24.0% to €1,948.0 million;
} Growth in ancillary revenue of 24.4% to €815.8 million;
} An underlying net profit increase of 22.1% to €275.1 million;
} A total airline ex-fuel unit cost increase of 0.4% to €2.26 cents per Available Seat Kilometre (ASK);
} A 23.6% increase in capacity offered to the market (as measured by ASKs), as we extended and deepened
our network of routes to and from Central and Eastern Europe;
} An increase in our average load factor by 1.3 percentage points to 91.3% in the financial year in addition to
the significant capacity expansion; and
} TSR growth of 98.3% since the end of FY 2017.
Strategic progress
We believe that our strategy of building on our diverse network, highly efficient business and operating model,
compelling customer proposition, solid finances and sound approach to risk management will result in
sustainable growth and continue to drive increasing value for shareholders.
The culture of rigorous cost control is set from the top by management. It affects every aspect of our business and,
as a result, Wizz Air has a cost advantage that protects its market share, provides customers with extremely low
fares and stimulates demand. Wizz Air’s infrastructure, including personnel, processes, systems and relationships
with suppliers of outsourced services, is scalable and sufficiently flexible to support Wizz Air’s growth plans.
We continue to leverage the know-how, market understanding and cultural awareness of senior management
and employees to build fruitful relationships with airport operators, suppliers, governments and regulators in
new markets, with the Company being able to present itself as a reliable partner establishing and maintaining
long lasting, mutually beneficial partnerships.
The strength of our balance sheet recently recognised by the investment grade ratings from both Fitch and Moody’s
is a historic milestone in the development of Wizz Air. These ratings will enable Wizz Air not only to access new
sources of aircraft financing but also financing at even lower cost than at present. Reducing our aircraft ownership
costs will be crucial to delivery our mission of becoming the undisputed cost leader amongst European airlines.
CEE’s Leader
Wizz Air continues to be the clear market leader in CEE. In FY2018, we had a market share of over 42% of low-cost
airline traffic in the region and more than 16% of the total CEE market. We launched 95 new routes during the 2018
financial year, taking our operating route network to 525 routes from 27 bases, connecting 135 destinations in 44
countries at the end of March 2018, allowing us to reach more new customers throughout Europe than ever before.
Today we operate in 21 of the 22 CEE countries, serving the market by offering a network of 27 bases and 141
destinations in 44 countries. We are confident in the significant growth opportunity that remains in the region
and we are convinced that our ultra-low cost business model is best placed to serve and stimulate this market.
Wizz Air Holdings Plc Annual report and accounts 2018
9
STRATEGIC REPORT
CHIEF EXECUTIVE’S REVIEW CONTINUED
CEE’s Leader continued
The table below shows the Company’s ranking by low-cost market share in each of its CEE base countries:
Number 1
Number 2
Number 3
Market
CEE
Poland
Romania
Ukraine
Hungary
Bulgaria
Latvia
Serbia
Lithuania
Georgia
Moldova
Slovakia
Macedonia
Bosnia and
Herzegovina
Carrier
Wizz Air
Ryanair
Wizz Air
Wizz Air
Wizz Air
Wizz Air
Ryanair
Wizz Air
Ryanair
Wizz Air
FlyOne
Ryanair
Wizz Air
Wizz Air
Share Carrier
42.3% Ryanair
49.5% Wizz Air
56.0% Blue Air
56.5% Pegasus Airlines
56.6% Ryanair
56.4% Ryanair
52.4% Wizz Air
56.6% Ryanair
50.7% Wizz Air
48.4% FlyDubai
58.1% Wizz Air
62.7% Wizz Air
92.0% Pegasus Airlines
60.2% FlyDubai
Share Carrier
29.8% EasyJet
41.9% Norwegian
26.7% Ryanair
18.9% Ernest Airlines
25.9% EasyJet
35.3% Norwegian
30.2% Norwegian
12.2% FlyDubai
45.0% Norwegian
29.8% Air Arabia
41.9%
34.8% FlyDubai
5.1% FlyDubai
17.1% Pegasus Airlines
The table below shows the Company’s ranking by market share in each of its CEE base countries:
Number 1
Number 2
Number 3
Market
CEE
Poland
Romania
Ukraine
Hungary
Bulgaria
Latvia
Serbia
Lithuania
Georgia
Slovakia
Macedonia
Bosnia and
Herzegovina
Carrier
Wizz Air
Ryanair
Wizz Air
Ukraine
International
Wizz Air
Wizz Air
Air Baltic
Air Serbia
Ryanair
Georgian
Airways
Ryanair
Wizz Air
Wizz Air
Share Carrier
16.1% Ryanair
25.7% LOT
35.5% Blue Air
Share Carrier
11.3% LOT
24.6% Wizz Air
16.9% TAROM
37.0% Aeroflot
10.1% Wizz Air
32.7% Ryanair
23.8% Ryanair
58.7% Ryanair
47.3% Wizz Air
29.7% Wizz Air
15.0% Lufthansa
14.9% Bulgaria Air
12.7% Wizz Air
10.8% Lufthansa
26.3% Air Baltic
15.4% Wizz Air
11.3% Turkish Airlines
32.6% Wizz Air
59.6% Austrian Airlines
32.8% Turkish Airlines
18.1% Travel Service
7.5% Turkish Airlines
12.1% Austrian Airlines
(Source data: Innovata, April 2017 – March 2018.)
The table below shows the fleet allocation by country at 31 March 2018 compared to a year earlier:
Fleet deployment by country
Year end
Total
Poland
Romania
Hungary
Bulgaria
Lithuania
Macedonia
Great Britain
Bosnia and Herzegovina
Latvia
Serbia
Ukraine
Czech Republic
Slovakia
Georgia
Moldova
Undesignated
March 2018
93
25
21
12
8
4
4
3
2
2
2
2
1
1
1
1
4
March 2017
79
21
21
10
7
4
3
-
2
2
1
1
1
1
1
1
3
Wizz Air Holdings Plc Annual report and accounts 2018
Share
6.3%
3.9%
14.4%
12.2%
8.0%
3.2%
17.4%
7.4%
4.2%
12.0%
2.5%
2.9%
12.6%
Share
6.7%
21.8%
15.0%
6.9%
7.0%
10.7%
7.4%
5.0%
9.6%
10.9%
18.0%
7.4%
9.5%
Change
+14
+4
-
+2
+1
-
+1
+3
-
-
+1
+1
-
-
-
-
+1
10
STRATEGIC REPORT
CHIEF EXECUTIVE’S REVIEW CONTINUED
Expanding Network
While we remain the market leader in CEE, during 2018, we also continued to grow outside CEE. Our first
Western European base opened at London Luton in June 2017 and, shortly afterwards, our entrepreneurial
spirit and agility as a business allowed us to secure additional slots and parking stands at London Luton airport
and grow that base quickly. By the end of FY2018, our network from London Luton airport consisted of 46
routes, flying to 20 countries and offering 6.9 million seats to customers. In response to the uncertainty created
by Brexit, we put in place one of the pillars of our contingency plan with the establishment of Wizz Air UK
Limited, a UK-licensed airline which, by the end of June 2018, will be operating 8 aircraft. Later in the financial
year, we were also able to take advantage of a market opportunity in Vienna, and announced the establishment
of our second Western European base which will start operations in June 2018.
As at today, Wizz Air offers services from 21 CEE countries including the 14 CEE countries where we have
based aircraft and crews. During the year the Company started operations to/from 12 new airports, as follows:
New CEE stations
New stations outside CEE
City
Tirana
Sarajevo
Osijek
Prishtina
St Petersburg
Lviv
Country
Albania
Bosnia and
Herzegovina
Croatia
Kosovo
Russian Federation
Ukraine
City
Frankfurt
Athens
Astana
Agadir
Tromso
Faro
Country
Germany
Greece
Kazakhstan
Morocco
Norway
Portugal
Fleet development
During the 2018 financial year, we continued to invest significantly in our fleet by adding ten A321ceo and four
A320ceo aircraft, taking our fleet to 93 aircraft at the end of March 2018. Deliveries of the A321ceo aircraft
commenced in November 2015 and in just 30 months we are already operating 26 of the type representing 33
per cent. of the Company’s total seat capacity. We are excited about the cost savings we are seeing from the
A321ceo aircraft, and the continued roll-out of these aircraft across our network is expected to further improve
our cost base and competitive edge.
The composition of our fleet at the end of the 2018 financial year and currently anticipated at the end of the
next two financial years is as follows:
A320ceo without winglets (180 seats)
A320ceo with winglets (180 seats)
A320ceo with winglets (186 seats)
A321ceo with winglets (230 seats)
A321neo with winglets (239 seats)
Fleet size
Proportion of seat on A321
Average number of seats per aircraft
March 2018
Actual
35
28
4
26
-
93
33%
194.2
March 2019
Planned
35
28
9
38
3
113
42%
198.9
March 2020
Planned
32
28
9
41
20
130
53%
205.3
Aircraft Orders
In FY 2016 the Company concluded a purchase agreement with Airbus for 110 firm-order A321neo aircraft and
purchase rights for a further 90 of the type. During the 2017 financial year the Company selected and
contracted Pratt & Whitney’s new technology geared turbofan engines to power these aircraft. The purchase
agreement includes uncommitted purchase rights for 75 additional A321neo aircraft as well as ample flexibility
with conversion and deferral rights.
Complementing the above transaction, during FY 2018 the Company signed two additional purchase
agreements with Airbus. The first was for 10 A321ceo aircraft with deliveries in 2018 and 2019 calendar years
responding to the ever-increasing demand for Wizz Air’s low fares. The second and historic order at the end
of 2017 was the Company’s largest ever order of 146 A320neo family aircraft (72 A320neo and 74 A321neo),
and as part of an airline group initiative, marked also Airbus’ largest ever A320 family aircraft order of 430
units. This exceptional deal secures a continued stable flow of new aircraft starting from 2021 until 2026 at
extremely competitive prices.
Wizz Air Holdings Plc Annual report and accounts 2018
11
STRATEGIC REPORT
CHIEF EXECUTIVE’S REVIEW CONTINUED
Fleet development continued
Aircraft Orders continued
We are convinced that the Airbus A320neo and A321neo are game-changer aircraft for Wizz Air, as we
continue to grow at an industry-leading rate and expand our market reach across and beyond Europe. Wizz
Air now has 256 Airbus A320 family neo aircraft on order and these ultra-efficient, next-step technology
aircraft will underpin our growth plans for the next decade as we continue with our mission to be the
undisputed cost leader among European airlines.
Based on the estimates of both Airbus and Pratt & Whitney, the A320neo Family will deliver significantly better
fuel burn efficiency and even lower unit costs compared to the ceo version, making it the perfect aircraft to
underpin the Company’s ambitious growth plans and replace older aircraft as they are returned to lessors. The
first A321neo is scheduled to be delivered in 2019 and deliveries will continue until the end of 2026. Based on
the current order book with Airbus, and lessor return schedule, the fleet will more than double in size from the
end of FY 2017 to the end of FY 2024.
Offering our customers more
We know that our customers welcome the opportunity to fly at Wizz Air’s lowest fares yet experience a high
quality on-board service provided by our dedicated crew. We continue to challenge ourselves to make things
easier for our customers, provide the widest choice of travel options fpr our customers and deliver a strong
operational performance. Proving our commitment to finding innovative ways of enhancing the customer
experience we introduced several new services in the 2018 financial year:
}
}
}
}
“WIZZ Priority”, an option which includes priority boarding, an additional small cabin bag and guarantee
that hand luggage will be placed in the cabin;
“Fare Lock”, a new product helping customers lock-in Wizz Air’s low fares for 48 hours and complete their
purchase later;
“Flexible Travel Partner”, a service allowing customers to create a new reservation without including all
passengers’ names at the time of booking; and
“Trip Planner”, a new website search tool which allows passengers to discover new and exciting
destinations by offering a choice of flexible filter.
Wizz Air continuously listens to customer feedback, which is why Wizz Air decided to change its cabin
baggage policy and allow passengers to bring a large item of hand baggage on all Wizz Air flights for
free. We believe that the new hand luggage policy enhances the WIZZ travel experience even further and
underlines Wizz Air’s commitment to continuously provide excellent consumer experience every step of
the customer journey.
Many of our customers are loyal Wizz Air fans who fly with us on multiple occasions each year. Our Wizz
Discount Club enables our most loyal customers and their friends and families to benefit from even lower
fares than normal, throughout the year. The popularity of the Wizz Discount Club continued with members
reaching 1.1 million members by the end of the 2018 financial year further demonstrating how well Wizz
Air treats its customers.
The trust customers place in Wizz Air has also been evident from the success of bookings with our partners
through wizzair.com; and, the continued growth in ancillary revenues, which represented 41.9% of overall
revenue during the year. While knowing that there is always more to do, we are delighted with customer
satisfaction scores of 82% for FY 2018.
Developing our people
Without the best people, we would be unable to deliver a high quality service for our customers. That is why
we take steps not only to recruit the best but also place a relentless focus on developing our employees. We
have developed a number of training and career development initiatives for our employees to help them with
their career progression not only through promotions but also helping them move between functions,
operations and bases. Our employee feedback survey, which we conduct bi-annually, showed that our
employees are highly engaged in their work.
Wizz Air Holdings Plc Annual report and accounts 2018
12
STRATEGIC REPORT
CHIEF EXECUTIVE’S REVIEW CONTINUED
Technology advancements
In line with our commitment to customers, Wizz Air continues to place a relentless focus on technology so
that we will continue to serve an evolving customer base. In FY 2018, we made further enhancements in our
booking system and website to ensure that customers’ experiences are seamless – from the point of booking
to their final destination.
By the end of FY 2018 64% of Wizz Air's digital interactions originated from mobile devices. Satisfying millions
of travellers, Wizz Air launched brand new mobile applications for iOS and Android. This highly personal mobile
experience features a dynamic timeline that offers trip information and ancillary services. additional mobile
improvements will be launched this summer to enhance further our customers’ journeys. Continuous user
research and data-driven experimentation once again fuelled hundreds of digital optimizations, contributing
to ever improving conversion rates on ticket and ancillary sales. With mobile applications now in 14 languages
and 27 on the web, Wizz Air served close to 300 million sessions to more than 7.4 million users.
Wizz Air remains among the top 10 most visited airline websites in the world with the highest share of mobile
visitors. Our mobile app user base doubled again to 7.4 million users in FY 2018. Reaching 3 million followers
on Facebook, Wizz Air was the most popular LCC among its European peers.
New digital initiatives in FY 2019 will continue to improve our interaction with an ever growing audience 'on
the move'. Our customers continue to change and we need to change with them – and digital development is
at the heart of this.
Balanced hedging approach
Wizz Air operates under a clear set of treasury policies approved by the Board and supervised by the Audit
Committee. The aim of our hedging policy is to reduce short-term volatility in earnings and liquidity. 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 an 18-month hedge horizon).
Details of the current hedging positions (as at 10 May 2018) are set out below:
Foreign exchange (FX) hedge coverage of Euro/US Dollar
Period covered
Exposure (million)
Hedge coverage (million)
Hedge coverage for the period
Weighted average ceiling
Weighted average floor
Fuel hedge coverage
Period covered
Exposure in metric tons ('000)
Coverage in metric tons ('000)
Hedge coverage for the period
Blended capped rate
Blended floor rate
F19
11 months
$1,039
$628
55%
$1.2299
$1.1905
F19
11 months
980
515
53%
$604
$544
F20
7 months
$796
$127
16%
$1.2947
$1.2401
F20
7 months
765
175
23%
$643
$587
Sensitivities
} Pre-hedging, a one cent movement in the Euro/US Dollar exchange rate impacts the 2019 financial year
operating expenses by €7.5 million.
} Pre-hedging, a one penny movement in the Euro/British Pound exchange rate impacts the 2019 financial
year operating expenses by €1.7 million.
} Pre-hedging, a $10 (per metric ton) movement in the price of jet fuel impacts the 2019 financial year fuel
costs by $10.0 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 twelve
to eighteen months.
Wizz Air Holdings Plc Annual report and accounts 2018
13
STRATEGIC REPORT
CHIEF EXECUTIVE’S REVIEW CONTINUED
Management changes
In July 2017, Wizz Air announced the appointment of Stephen Jones as our Executive Vice President and
Deputy Chief Executive Officer, Iain Wetherall as Chief Financial Offer and Heiko Holm as Chief Technical
Officer. Stephen has responsibility for Wizz Air’s commercial, marketing and information technology
organizations with the Company’s Chief Commercial Officer, Chief Marketing Officer and Head of Information
Technology as direct reports. The promotion of Iain Wetherall to Chief Financial Officer and Heiko Holm to the
newly-created Chief Technical Officer position were further examples of Wizz Air's planning for its future
significant growth by bringing additional capacity into its senior management team while also leveraging its
great talent pool to promote from within.
In November 2017, the Company’s leadership capacity was further strengthened by the promotion of Bela
Szegedi to take the role of Chief Flight Operations Officer. We are delighted to bring further extensive
expertise to the executive management team, which remains an important part of overall succession planning.
Outlook
As FY 2019 financial year begins we remain very optimistic for the coming twelve months. Higher fuel prices
are supporting a stronger fare environment and we expect these macro conditions to provide Wizz Air with
market share opportunities as weaker carriers withdraw unprofitable capacity. Our ability to drive cost
advantage further and offer lower fares across our ever expanding network will lead to an expected 20%
increase in passenger numbers to 36 million in FY 2019.
The Company recorded a solid start to FY 2019 with RASK forecast at broadly flat in Q1 year on year, a good
performance given the absence of Easter traffic which fell into the last financial year, and although still at an
early stage of the financial year, the Group net profit is expected to be in a range of between €310 million and
€340 million in FY 2019. As usual, this guidance is dependent on the revenue performance for the all-important
summer period as well as the second half of FY 2019, a period for which the Company, like most airlines,
currently has limited visibility.
Full year guidance
Capacity growth (ASKs)
Average stage length
Load Factor
Fuel CASK
Ex-fuel CASK
Total CASK
RASK
Tax rate
Net profit
József Váradi
Chief Executive Officer
23 May 2018
2019
Financial Year
+ 20%
Moderate Increase
+ 1%
+ 15%
- 1%
+ 3%
+ 3%
6%
€310-340 million
Comment
H1: 21%; H2: 18%
-
-
Fuel price of $685, €/$ of 1.20
-
-
-
-
-
Wizz Air Holdings Plc Annual report and accounts 2018
14
STRATEGIC REPORT
SELECTED STATISTICS
* Years F13 – F17 show ‘underlying’ net profit, a non-statutory profit measure used by the Company until the F18 financial year
when the adoption of IFRS 9 made it obsolete. Further detailed in Note 9.
** 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. Figures represent A15,
arrival + 15 minutes operational performance.
Wizz Air Holdings Plc Annual report and accounts 2018
15
STRATEGIC REPORT
SELECTED STATISTICS CONTINUED
* F14 and F15 CASK include exceptional item.
**
Including rented pilots.
Wizz Air Holdings Plc Annual report and accounts 2018
16
STRATEGIC REPORT
FINANCIAL REVIEW
During the 2018 financial year Wizz Air carried 29.6 million passengers, a 24.7 per cent. increase compared to
the previous year. Revenues grew to €1,948.0 million, representing a 24.0 per cent. increase compared to the
previous year. Wizz Air again successfully balanced the pace of capacity growth and profitability. Capacity
growth measured in terms of available seat kilometres (ASK) of 23.6 per cent. and seats of 23.0 per cent while
delivering an increase in net profit by 22.1 per cent to €275.1m.
Notwithstanding this fast growth rate we were able to achieve a slight increase in unit revenues measured in
terms of ASKs rose by 0.4 per cent to 3.76 Euro cents and unit costs grew by 1.3 per cent. to 3.19 Euro cents in
2018 from 3.15 Euro cents in 2017. This increase in CASK was principally driven by an increase in the average
fuel price. CASK excluding fuel expenses was increased by 0.4 per cent to 2.26 Euro cents in 2018 from 2.25
Euro cents in 2017. Net profit margins declined to 14.1%, down from 14.3% in 2017.
Wizz Air continued to invest into growth during the financial with a number of new initiatives undertaken to
strengthen our long term growth plans, drive further efficiencies and ultimately lower costs. Significant
investments include:
} Two firm orders for 10 Airbus A321ceo and 146 A320neo family aircraft taking the Company’s fleet delivery
stream to 271 brand new A320 Airbus family aircraft.
} Establishing a new base in London Luton paving the way for a new UK airline, Wizz Air UK Limited, which
started operations in May 2018.
} Capitalising on market opportunities in Europe with the purchase of additional overnight stands and slots
at London Luton airport, and announced a major investment in Vienna, Austria with a five aircraft base.
} Creating the Wizz Pilot Academy and investment to build one of the largest state-of-the-art crew training
facilities in Europe.
Underlying profit after tax (which is the same as IFRS profit after tax in 2018) increased by 22.1 per cent. to
€275.1 million in 2018 from €225.3 million in 2017.
The macro variables with significant influence on the financial performance of the Group developed during the
year as follows:
Average jet fuel price ($/metric ton, including into plane
premium and hedge impact)
Average USD/EUR rate (including hedge impact)
Year-end USD/EUR rate
2018
611
1.15
1.23
2017
553
1.10
1.07
Change
+10.4%
+4.1%
+15.0%
Wizz Air Holdings Plc Annual report and accounts 2018
17
STRATEGIC REPORT
FINANCIAL REVIEW CONTINUED
Group Financial overview
Summary statement of comprehensive income
€ million
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/(loss)
Financial income
Financial expenses
Net foreign exchange gain/(loss)
Net exceptional financial income
Net financing income/(expense)
Profit/(loss) before income tax
Income tax expense
Profit/(loss) for the year
Airline
2018
1,132.2
806.8
1,939.0
147.6
479.8
33.1
98.6
276.3
465.7
90.6
54.2
1,645.9
293.0
2.8
(5.0)
(3.5)
-
(5.7)
287.3
(11.0)
276.4
Consolidation
adjustment
(6.1)
(2.8)
(8.9)
Wizz Tours1
2018
6.1
11.9
18.0
0.2
1.0
(8.9)
(8.9)
-
0.1
17.6
19.0
(1.0)
(1.0)
(1.0)
Adjusted performance measures (Note 9)
€ million
Statutory (IFRS) profit
Exceptional items (Note 9):
Net gain on fuel caps sold before expiry
(Gain)/loss from change in time value of hedges
Total exceptional adjustments
Unrealised foreign exchange (gains)/losses (Note 10)
Underlying profit
Underlying profit margin
Earnings per share
Earnings per share (Note 12)
Basic earnings per share, EUR
Diluted earnings per share (statutory), EUR
Proforma earnings per share (underlying), EUR
Proforma earnings per share (underlying), GBP*
Group
2018
1,132.2
815.8
1,948.0
147.8
479.8
34.0
98.6
276.3
465.7
90.7
63.2
1,656.2
291.8
2.8
(5.0)
(3.6)
-
(5.8)
286.1
(11.0)
275.1
Group
2017
915.5
655.7
1,571.2
112.9
375.2
27.9
74.7
233.9
Change in
Group results
23.7%
24.4%
24.0%
30.9%
27.9%
22.0%
32.0%
18.1%
390.0
57.6
52.4
1,324.5
246.7
0.6
(13.0)
2.6
18.8
9.1
255.8
(9.8)
246.0
19.4%
57.5%
20.6%
25.0%
18.3%
11.8%
11.8%
Profit for the year
2018
275.1
-
-
-
-
275.1
14.1%
2018
4.00
2.18
2.18
1.91
2017
246.0
(4.5)
(14.3)
(18.8)
(1.9)
225.3
14.3%
2017
4.30
1.95
1.79
1.53
22.1%
(0.2)ppts
Change
(0.30)
0.23
0.39
0.38
* Translated from EUR to GBP at 1.14 for 2018 (rate applicable at 31 March 2018) and at 1.164 for 2017 (rate applicable at
31 March 2017).
The proforma underlying earnings per share (EPS) is a fully diluted measure defined by the Company.
Its calculation differs from the IFRS diluted EPS measure in the following:
}
}
for earnings the underlying profit for the year is used, as opposed to the statutory (IFRS) profit
for the year; and
for the fully diluted number of shares the year-end position was taken rather than the weighted average
for the year.
While these factors had relevance until March 2017 they did not have relevance in the current year; therefore,
the proforma earnings per share measure is now equal to the diluted earnings per share. The proforma earnings
per share measure is being disclosed only because of its relevance in the prior year.
1 The Group discloses revenues and expenses for its airline and tour operator business units separately. Where a measure is
reported for a business unit as opposed to the Group as a whole then this fact is explicitly stated. All other measures and
statements relate to the Group as a whole. See also Note 5 to the financial statements.
Wizz Air Holdings Plc Annual report and accounts 2018
18
STRATEGIC REPORT
FINANCIAL REVIEW CONTINUED
Return on capital employed and capital structure
ROCE* is a non-statutory performance measure commonly used to measure the financial returns that a
business achieves on the capital it uses. ROCE for the 2018 financial year was 16.2 per cent., a decrease of 1.4
percentage points compared to the previous year driven by different levels of growth in earnings before
interest and tax (EBIT), shareholder’s equity, net cash position, and capitalised leases.
The Company’s leverage** fell to a ratio of 1.5 (2017: 1.7) at the end of the 2018 financial year.
The year-on-year comparisons of ROCE and leverage benefited from the translation effect of the weaker US
Dollar compared to last year as capitalised US dollar aircraft leases are translated into a lower Euro value.
Liquidity, defined as cash and equivalents as a percentage of the last twelve months’ revenue, rose from
49.3 per cent. at the end of the 2017 financial year to 50.3 per cent. a year later.
ROCE*
Leverage**
Liquidity
2018
16.2%
1.5
50.3%
2017
17.6%
1.7
49.3%
Change
1.4 ppts
(0.2) ppts
1.0 ppts
* ROCE: operating profit after tax/average capital employed, where average capital employed is the sum of average equity
(excluding convertible debt) and capitalised operating lease obligations, less average cash and cash equivalents.
** Leverage: Net debt adjusted to include capitalised operating lease obligations, divided by EBITDAR (earnings before
interest, tax, depreciation, amortisation and aircraft rentals). Capitalised lease obligations: annual aircraft lease expenses
multiplied by seven as an estimate of the total outstanding obligation.
Financial performance
Revenues and operating expenses are analysed by business segment, compared to the same measures for the 2017
financial year. The remaining measures (financial income and expenses, taxation, other comprehensive income and
expense) are analysed for the Group, as the share of the tour operator business unit is immaterial or nil in these measures.
Airline revenue
The following table sets out an overview of Wizz Air’s revenue items for 2018 and 2017 and the percentage
change in those items:
Passenger ticket revenue
Ancillary revenue
Total revenue
2018
2017*
Total
(€ million)
1,132.2
806.8
1,939.0
Percentage of
total revenue
58.4%
41.6%
100%%
Total
(€ million)
915.5
646.4
1,562.0
Percentage of
total revenue
58.6%
41.4%
100%
Percentage
change
23.7%
24.8%
24.1%
* The 2017 numbers have been restated what regards the split between passenger ticket revenue and ancillary revenue.
The guided modest RASK1 increase of 0.4 per cent. coupled with the 24.7% higher passenger number were the main
drivers for passenger ticket revenue increasing by 23.7% per cent. to €1,132.2 million. At the same time ancillary (or “non-
ticket”) revenue continued to outperform ticket revenue growth and increased by 24.8 per cent. to €806.8 million.
Average revenue per passenger decreased from €65.7 in 2017 to €65.4 in 2018, a decrease of 0.4 per cent
which continued to stimulate higher passenger volumes. Average ticket revenue per passenger declined from
€38.5 in 2017 to €38.2 (0.8 per cent.), while average ancillary revenue per passenger was unchanged at €27.2.
The slight decrease in average revenue per passenger was due to:
}
}
a decrease in average passenger ticket revenue per passenger in 2018 compared to 2017, which was the
result of the Company’s’ high pace of capacity growth and proactively managing load factors 1.3
percentage points higher to 91.3%; and
the combined impact of the modification of certain products, the introduction of a free large cabin bag
policy, fare lock, flexible travel partner, enhanced priority service, and the increased customer penetration
of existing products such as allocated seating and different checked-in luggage sizes.
Airline operating expenses
Total airline operating expenses increased by 25.2 per cent. to €1,645.9 million in 2018 from €1,314.5 million in
2017. Airline CASK1 grew by 1.3 per cent. to 3.19 Euro cents in 2018 from 3.15 Euro cents in 2017. This increase
in CASK was principally driven by an increase in the average fuel price. CASK excluding fuel expenses
increased to 2.26 Euro cents in 2018 from 2.25 Euro cents in 2017 driven by the combined effect of higher staff
related costs and higher depreciation and amortization expenses offset by further improvement of major cost
items such as aircraft leasing, airport, handling and en-route charges.
1 See definition of RASK and CASK in the Glossary of technical terms
Wizz Air Holdings Plc Annual report and accounts 2018
19
STRATEGIC REPORT
FINANCIAL REVIEW CONTINUED
Financial performance continued
Airline operating expenses continued
The following table sets out the airline operating expenses for 2018 and 2017 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
Net other expenses
Total operating expenses
2018
Percentage of
total
operating
expenses
9.0%
29.2%
2.0%
6.0%
16.8%
28.3%
5.5%
3.3%
100%
Total
(€ million)
147.6
479.8
33.1
98.6
276.3
465.7
90.6
54.2
1,645.9
2017
Percentage of
total
operating
expenses
8.6%
28.5%
2.1%
5.7%
17.8%
29.7%
4.4%
3.3%
100%
Total
(€ million)
112.6
375.2
27.0
74.7
233.9
390.0
57.5
43.6
1,314.5
Percentage
change
31.1%
27.9%
22.3%
32.0%
18.1%
19.4%
57.6%
24.4%
25.2%
Staff costs increased by 31.1 per cent. to €147.6 million in 2018, up from €112.6 million in 2017. The increase in
overall staff costs reflected a 19.7 per cent. rise in aircraft block hours and a structural crew salary increase of
5 per cent.
Fuel expenses increased by 27.9 per cent. to €479.8 million in 2018, up from €375.2 million in 2017. This was
mainly driven by an increase of 23.6 per cent. growth in ASKs, a 10.4% increase in the average fuel price (after
hedging) offset somewhat by a 4.1 per cent. depreciation of the US Dollar against the Euro. The average fuel
price, including hedging impact and into-plane premium, paid by Wizz Air in 2018 was US$611 per ton, an
increase of 10.4 per cent. from the previous year’s figure of US$553 per ton. The average euro / US dollar rate
in 2018, including hedging, was 1.15 compared to a rate of 1.10 in 2017.
Distribution and marketing costs rose 22.3 per cent. to €33.1 million in 2018 from €27.0 million in 2017 which is
broadly in line with FY 2018 seat capacity growth of 23.0 per cent.
Maintenance, materials and repair costs increased by 32.0 per cent. to €98.6 million in 2018 from €74.7 million
in 2017. This cost increase was the combined result higher ‘total component support’ payment driven by the
increased numbers of hours flown and the timing of certain maintenance events.
Aircraft rental costs increased 18.1 per cent. to €276.3 million in 2018, from €233.9 million in 2017 which was in
line with fleet growth (equivalent aircraft grew by 18.2 per cent.).
Airport, handling and en-route charges increased by 19.4 per cent. to €465.7 million in 2018 from €390.0
million in 2017. This category comprised €273.9 million of airport and handling fees and €191.8 million of en-
route and navigation charges in 2018 and €224.2 million of airport and handling fees and €165.8 million of en-
route and navigation charges in 2017. The cost increase was due to a 18.7 per cent. increase in the number of
flights, and a 24.7 per cent. rise in passenger numbers.
Depreciation and amortisation charges increased by 57.6 per cent. to €90.6 million in 2018, up from €57.5
million in 2017 due to higher engine-related maintenance and component depreciation as in the last twelve
months new maintenance fixed assets were capitalized and their depreciation started in relation to a significant
number of future engine heavy maintenance events.
Net other expenses increased by 24.4 per cent. to €54.2 million in 2018 from €43.6 million in 2017. Other
expenses include cancellation and delay related costs of €20.1 million, an increase of 64.8 per cent year-
on-year. Extensive fleet growth during the financial year and in the early part of the 2019 financial year
led to higher training costs and longer training times for the newly joined crew strengthening the
Company’s work force.
Airline operating profit
The Airline delivered an operating profit of €293.0 million in 2018, an 18.4 per cent. increase compared to 2017
of €247.4 million.
Wizz Tours
Wizz Tours generates revenue by selling package holidays made up of flight tickets purchased from the
airline and hotel accommodation purchased from wholesalers (or bedbanks). Revenues in FY18 were
€18.0 million compared to €18.1 million in 2017 and operating expenses were €19.0 million compared to
€18.9 million in 2017. Operating expenses in both years comprise primarily the value of the flight tickets
and hotel accommodation purchased.
Wizz Air Holdings Plc Annual report and accounts 2018
20
STRATEGIC REPORT
FINANCIAL REVIEW CONTINUED
Financial performance continued
Net financing income and expense
The Group’s net financing expense was €5.8 million in 2018 after a gain of €9.1 million in 2017. This change was
driven primarily by the change in the time value of hedges in 2017, with the net impact of all other items being
less significant, as shown in the table below:
€ million
Net FX-related impacts
Change in time value of hedges (exceptional)
Fuel cap impacts (including exceptional item in 2017)
All other financial income and expenses, net (recurring)
Net financing income and expense*
*
See also Notes 9 and 10 to the financial statements.
2018
(3.6)
-
-
(2.2)
(5.8)
2017
2.6
14.3
(4.5)
(3.3)
9.1
Change
(6.2)
(14.3)
4.5
1.1
(14.9)
Net FX-related impacts consisted primarily of unrealised FX differences (€3.8 million loss in 2018 and €1.9
million gain in 2017), driven mainly by significant movements in the USD–EUR FX-rate (15.0 per cent.
strengthening of the EUR during 2018 and 6.1 per cent. weakening during 2017).
Changes in the time value of hedges, as accounted for under IAS 39, resulted in significant gains in 2017. With
the Company’s adoption of IFRS 9 from 1 April 2017 subsequent changes in the time value hedges are no
longer booked to earnings. Fuel caps resulted in €4.5 million net loss in 2017, there were no fuel caps expiring
in 2018.
Taxation
The Group recorded an income tax expense of €11.0 million in 2018 compared to €9.8 million in 2017. The
effective tax rate for the Group in 2018 was 3.8 per cent, unchanged compared to 2017. The main
components of this charge are local business tax and innovation tax paid in Hungary, and corporate income
tax paid in Switzerland.
Profit for the year
The Group generated a profit for 2018 of €275.1 million, an 22.1 per cent. increase from the underlying profit of
€225.3 million in 2017.
Other comprehensive income and expenses
In 2018 the Group had other comprehensive income of €10.0 million compared to €15.5 million in 2017. This
change was driven by the movements in the balance of the cash flow hedging reserve (in equity).
Cash flows and financial position
Summary statement of cash flows
The following table sets out selected cash flow data and the Company’s cash and cash equivalents for 2018
and 2017:
€ million
Net cash generated by operating activities
Net cash used in investing activities
Net cash used in financing activities
Effect of exchange rate fluctuations on cash and cash equivalents
Cash and cash equivalents at the end of the year
2018
416.9
(208.9)
(2.3)
(0.1)
979.6
2017
310.9
(179.7)
(1.8)
(1.0)
774.0
Change
106.0
(29.2)
(0.5)
0.9
205.6
Wizz Air Holdings Plc Annual report and accounts 2018
21
STRATEGIC REPORT
FINANCIAL REVIEW CONTINUED
Cash flows and financial position continued
Cash flow from operating activities
The majority of Wizz Air’s cash inflows from operating activities are derived from passenger ticket sales. Net
cash flows from operating activities are also affected by movements in working capital items.
Operating cash flows improved from €310.9 million in 2017 to €416.9 million in 2018 primarily due to the
following factors:
} Profit before tax and depreciation: Profit before tax in 2018 was €30.3 million higher than in 2017.
Depreciation and amortisation expenses were €33.1 million higher in 2018 than in 2017. In 2017 there were
also significant non-cash financial income items primarily relating to the time value of hedges. These
differences explain most of the €78.0 million increase in operating cash flows year on year before adjusting
for changes in working capital.
} Changes in working capital: The movements in working capital items increased 2018 operating cash flows
by €44.0 million. The continued strength of the Company’s balance sheet meant that less cash collateral
on letters of credits were required. Cash collateral balances increased by €10.6 million in 2018 compared
to an increase of €52.4 million in 2017.
Cash flow from investing activities
Net cash used in investing activities increased by €29.2 million from a net cash outflow of €179.7 million in 2017
to a net cash outflow of €208.9 million in 2018. The two main drivers of investment in 2018 were:
} Advances paid for aircraft (pre delivery payments, ‘PDP’): The net PDP flows (payments paid to
Airbus less refunds received) were €124.9 million in 2018, requiring €60.9 million more net cash
investment than in 2017.
} Purchase of maintenance assets amounting to €84.1 million in 2018, consisting of maintenance related
activities as well as advance payments made in relation to engine heavy maintenance scheduled to be
performed in the future.
Cash flow from financing activities
Net cash used in financing activities increased by €0.5 million resulting in a €2.3 million outflow in 2018 from a
€1.8 million outflow in 2017.
Summary statement of balance sheet
The following table sets out summary statements of financial position of the Group for 2018 and 2017:
€ 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
Convertible debt and other borrowings*
Deferred income*
Derivative financial instruments*
Provisions*
Other liabilities*
Total liabilities
Total equity and liabilities
*
Including both current and non-current asset and liability balances, respectively.
2018
2017
Change
684.5
162.1
34.1
239.0
979.6
42.7
2,142.1
505.7
155.8
10.1
208.7
774.0
42.1
1,696.3
178.8
6.3
24.0
30.3
205.6
0.6
445.8
1,241.9
952.5
289.4
254.7
32.2
437.4
13.7
153.0
9.2
900.2
2,142.1
197.7
33.0
388.8
1.8
113.7
8.9
743.8
1,696.3
57.0
(0.8)
48.6
11.9
39.3
0.3
156.3
445.8
Wizz Air Holdings Plc Annual report and accounts 2018
22
STRATEGIC REPORT
FINANCIAL REVIEW CONTINUED
Summary statement of balance sheet continued
Property, plant and equipment increased by €178.8 million as at 31 March 2018 compared to 31 March 2017 (see
Note 13 to the financial statements). This was driven by investments in the two most important fixed asset
categories, as follows: (i) the gross book value of aircraft maintenance assets (including advances paid for these
assets) increased by €124.2 million, mainly due to more engines being out of condition under the respective lease
contract at the end of 2018 than a year before; (ii) PDPs increased by €125.0 million due to the growing number of
future aircraft deliveries and their respective payments as well as the relatively higher PDP of the A321ceo compared
to the A320ceo.
Restricted cash (current and non-current) increased by €6.3 million as at 31 March 2018 compared to
31 March 2017.
Derivative financial assets (current and non-current) increased by €24.0 million as at 31 March 2018 compared
to 31 March 2017 (see also Notes 3 and 20 to the financial statements). The asset in 2018 relates primarily to
mark-to-market gains on open fuel hedges arising from the increase of the jet fuel prices since the inception
of the hedges.
Trade and other receivables (current and non-current) increased by €30.3 million as at 31 March 2018
compared to 31 March 2017, which is broadly consistent with the rate of increase of the business (see also Note
18 to the financial statements).
Cash and cash equivalents increased by €205.6 million as at 31 March 2018 compared to 31 March 2017. This
change is explained in detail in the cash flow analysis above.
Trade and other payables increased by €57.0 million as at 31 March 2018 compared to 31 March 2017. This rate
of increase is broadly consistent with rate of increase for the Group’s business during the year.
Deferred income (current and non-current) increased by €48.6 million as at 31 March 2018 compared to
31 March 2017 (see Note 26 to the financial statements). This was driven by the increase in unflown revenues
(€44.4 million or 17%), primarily due to the increase in offered seat capacity, somewhat reduced by the Easter-
effect (i.e. Easter falling to mid-April in 2017 but to end of March in 2018).
Derivative financial liabilities (current and non-current) increased by €11.9 million as at 31 March 2018 compared
to 31 March 2017 (see Notes 3 and 20 to the financial statements). The liability in 2018 relates to losses on open
US dollar hedge positions arising from a weaker US$ compared to the Euro since inception of the hedges.
Provisions (current and non-current) increased by €39.3 million as at 31 March 2018 compared to 31 March 2017
(see Note 29 to the financial statements). The increase relates primarily to new provisions made for future
heavy maintenance events, particularly engine LLP replacements.
Iain Wetherall
Chief Financial Officer
23 May 2018
Wizz Air Holdings Plc Annual report and accounts 2018
23
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 (for the Airline only)
Yield (revenue per RPK, € cents)
Average revenue per seat (€)
Average revenue per passenger (€)
RASK (€ cents)
CASK (€ cents)
Ex-fuel CASK (€ cents)
2018
2017
Change*
93
85.3
12.68
394,624
343,006
168,208
5.41
32,438,754
1,589
51,536,986
79
72.13
12.48
329,592
286,188
141,698
5.37
26,378,840
1,582
41,690,967
47,209,679
91.3
29,632,357
37,627,831
90.1
23,764,385
611
1.15
4.11
59.77
65.43
3.76
3.19
2.26
553
1.10
4.15
59.21
65.73
3.75
3.15
2.25
+17.7%
+18.2%
+1.6%
+19.7%
+19.9%
+18.7%
+0.7%
+23.0%
+0.4%
+23.6%
+25.5%
+1.3ppt
+24.7%
+10.4%
+5.1%
(1.2)%
0.9%
(0.4)%
0.4%
1.3%
0.4%
* Percentage changes in this table are calculated by division of the two years’ KPIs also when the KPIs are expressed in percentage.
Glossary of technical terms
Available seat kilometres (ASK): available seat kilometres, the number of seats available for scheduled
passengers multiplied by the number of kilometres those seats were flown.
Block hours: each hour from the moment an aircraft’s brakes are released at the departure airport’s parking
place for the purpose of starting a flight until the moment the aircraft’s brakes are applied at the arrival airport’s
parking place.
CASK: operating expenses per ASK.
EBITDAR: profit (or loss) before net financing costs (or gain), income tax expense (or credit), depreciation,
amortisation and aircraft rentals.
Equivalent aircraft: the number of aircraft available to Wizz Air in a particular period, reduced on a per aircraft
basis to reflect any proportion of the relevant period that an aircraft has been unavailable.
Ex-fuel CASK: operating expenses net of fuel expenses per ASK.
Flight hours: each hour from the moment the aircraft takes off from the runway for the purposes of flight until
the moment the aircraft lands at the runway of the arrival airport.
Leverage: net debt adjusted to include capitalised operating lease obligations divided by earnings before
interest, tax, depreciation, amortisation and aircraft rentals.
Load factor: the number of seats sold divided by the number of seats available.
PDP: the pre-delivery payments under the Group’s aircraft purchase arrangements.
Utilisation: the total block hours for a period divided by the total number of aircraft in the fleet during the
period and the number of days in the relevant period.
Revenue passenger kilometres (RPK): revenue passenger kilometres, the number of seat kilometres flown by
passengers who paid for their tickets.
RASK: passenger revenue divided by ASK.
Yield: the total revenue per RPK.
Wizz Air Holdings Plc Annual report and accounts 2018
24
STRATEGIC REPORT
PRINCIPAL RISKS AND UNCERTAINTIES
This section of the annual 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. Risk management is itself a dynamic and
developing area and the Company is committed to ensuring that it employs best practice in order to identify
and mitigate risks as best it can.
Our risk management process
The Board is responsible for 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, under the instruction and supervision of the Audit Committee, a risk universe mapping exercise is
undertaken by the Head of Internal Audit 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. The Internal Audit plan generally
always covers internal control risks as well as some other enterprise risks.
Senior management reports to the Board at each of the scheduled Board meetings and the Board also
received a report from the Chairman of the Audit Committee at each of the scheduled Board meetings. These
reports include detailed assessment of, for example, commercial and operational risks which may have arisen
or been dealt with during the reporting period. In addition, the Board is kept updated by senior management
as and when specific risk issues arise between Board meetings.
Some areas of the Company’s business have always had sophisticated risk analysis and mitigation processes
in place. For example, the Company’s flight operations are subject to a world-class risk assessment and
mitigation programme and the Company’s exposure to foreign exchange and fuel price changes is mitigated
through a Board-approved hedging programme administered by the Audit Committee. Risks and internal
controls relating to financial reporting were subject to a detailed and comprehensive analysis as part of the
Company’s preparations for its initial public offering in March 2015 and, more recently and during the 2018
financial year, were re-examined as part of the two Class 1 shareholder approval processes relating to the
Company’s aircraft orders Selected internal controls are re-examined regularly as part of the internal audit
programme. The Company’s comprehensive enterprise risk management (ERM) process implemented during
the course of the 2017 financial year was applied consistently throughout the 2018 financial year, with review
meetings facilitated by Ernst & Young and overseen by the Risk Council.
As part of this process, the internal Risk Council, involving the Company’s senior management team and a number
of other senior employees, meets at least quarterly, to consider and update the principal risks identified. The
resulting principal risk report is then reviewed with the Audit Committee and presented to the Board. These
principal risks, many of which have been the subject of regular reporting and discussion between senior
management and the Board for some time, are detailed below. The Board is therefore satisfied that it has carried
out a robust assessment of the principal risks facing the Company, including those that would threaten its
business model, future performance, solvency or liquidity.
Risks relating to the Group
Introduction
The key risks identified by the Risk Committee fall into six broad groupings:
}
}
information technology and cyber risk, including website availability, protection of our own and our
customers’ data and ensuring the availability of operations-critical systems;
external factors, such as the default of a partner financial institution, fuel cost, foreign exchange rates,
competition, general economic trends and geopolitical risk;
} product development, making sure that we are making the best use of our capacity and ensuring that we
have access to the right airport infrastructure at the right price so that we can keep on delivering the
superior Wizz Air service at low fares across an ever wider network;
}
}
fleet development, to ensure the Company has the right number of aircraft available at the right time to
take advantage of commercial opportunities and grow in a disciplined way;
regulatory risk, ensuring that we remain compliant with regulations affecting our business and operations;
} operations, including safety events and terrorist incidents; and
} human resources, ensuring we are able to recruit the right number of colleagues of the right quality to
continue to grow or, once recruited, that they remain sufficiently engaged and motivated and ensuring
that the Company has appropriate succession management for key colleagues in place.
Wizz Air Holdings Plc Annual report and accounts 2018
25
STRATEGIC REPORT
PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
Risks relating to the Group continued
Information technology and cyber risk
Wizz Air is, primarily, an e-business. During the 2018 financial year, 96 per cent. of bookings were made
through our website and mobile applications. We are therefore dependent on our information technology
systems to receive, process and manage 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. Our website is our shop window and therefore it is critical that it is secure and reliable. We outsource
the hosting and 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 have also increased 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. The Company has employed business continuity processes since its beginning and our existing
processes and procedures ensure that key staff can be relocated to an alternative location should our normal
offices become unusable. During the 2018 financial year, the Company’s business continuity processes were
comprehensively reviewed and updated, to ensure that they remain appropriate and sufficient for the
Company’s continued growth.
Cyber risk is a hugely important consideration for a business such as ours and is one of the areas on which
specific work has been done with the Board over the last year. Our systems could be attacked in a number of
ways and with varying outcomes – for example, unavailability of our website or operations-critical systems or
theft of our customers’ data. Quite apart from immediate commercial loss, any loss of customer data is likely
to result in considerable loss of confidence of our customers. Cyber security is a constantly evolving challenge
and one of the key issues related to cyber security is our colleagues’ awareness of the risk and of the possible
ways in which our business could be attacked and, therefore, a comprehensive and compulsory e-learning
training course for all colleagues has been implemented. Our in-house IT security department will continue to
review emerging threats and the Board will be kept up to date on the actions being taken by the Company to
safeguard its systems. More generally, protection of both our own and our customers’ data remains a key issue.
A cross-functional team drawn from across the Company has been preparing the Company for
implementation of the General Data Protection Regulation (“GDPR”) in May 2018. The preparations have
included a comprehensive review of the Company’s data systems architecture as well as existing data
protection processes and policies. New processes and policies have been developed and new technological
solutions will be implemented to ensure that the Company is compliant with GDPR.
External risks
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 our exposure to currency fluctuations in respect of costs
incurred in US Dollars, we engage in Euro/US Dollar hedging in accordance with the Board-approved hedging
policy. In addition and recognising the importance of the Pound Sterling as accounting for around 16 per cent.
of the Company’s total revenues, we also engage in Euro/US Dollar hedging, again in accordance with the
Board-approved hedging policy. In all cases, hedging transactions are subject to the approval of the Audit
Committee.
Fuel accounted for 29.0 per cent. of our total Group operating cost in the 2018 financial year. A rise in fuel
prices could significantly affect our operating costs. We therefore hedge our aviation fuel cost in accordance
with a Board-approved hedging policy. The Audit Committee is involved in and approves each hedging
decision.
In the past few years, Wizz Air has seen its cash reserves continue to increase. We believe that a strong cash
position is a vital foundation for the Company’s continued, aggressive growth and ability to deal with and/or
take advantage of competitive situations when they arise. However, the security of our cash and the financial
strength of our hedging counterparties is something that we actively manage. In particular, all of the
Company’s cash is invested in accordance with a Board-approved counterparty risk policy which assigns
certain investment limits for each counterparty based upon its credit rating.
Competition is one of the key risks to our business. 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.
Ultimately, our key competitive strength is our commitment to driving our cost ever lower while delivering a
superior customer service. 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. Competition can, however,
adversely affect revenues and so we constantly monitor our competitors’ actions and the performance of our
route network to ensure that we take both reactive and proactive actions in a timely manner, as required.
Wizz Air Holdings Plc Annual report and accounts 2018
26
STRATEGIC REPORT
PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
Risks relating to the Group continued
External risks continued
We are exposed to political and economic events and trends across Europe and an economic downturn
could affect demand for air travel. 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 as well as between
countries, corruption among governmental officials, social and ethnic unrest and currency instability. We
maintain close relationships with local authorities and, as an organisation, we are able to react quickly to
adverse events.
As with all airlines in Europe, the outcome of the Brexit vote continues to cause significant uncertainty for our
business, notwithstanding the agreement-in-principle for an extended transition period. During the 2018
financial year, we established Wizz Air UK, an airline licensed in the United Kingdom, to ensure that we are
able to continue to fly a number of routes from the United Kingdom to destinations outside the EU, as well as
to position the Company to capitalise on any consolidation opportunities that might arise in the United
Kingdom and we continue to speak with various authorities to ensure that there is a general understanding of
the need to maintain access to the liberalised market. However, whatever the outcome and while we continue
to have a strong United Kingdom business, we have always believed that diversification of our network and
our customers is a key part of a sustainable business. That remains the case and we are confident that there
remains a large addressable market in CEE which will continue to provide opportunities for profitable growth
should our UK business be adversely affected.
Product development
We do not just compete for customers, we compete for access to infrastructure too. Wizz Air enjoys high
growth – but as we grow, we need more terminal space, slots and aircraft parking to be able to operate our
flights. 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 and, therefore, when we have slots we need to
make sure that we retain them. We therefore ensure that we maintain close working relationships with relevant
airport authorities and slot co-ordinators and we are continually improving our system to ensure that slot
requests and submissions are made in a timely way.
Fleet development
In order to grow, we need capacity and that means that we need an appropriate supply contract for new
aircraft which manufacturers are able to deliver. And the emphasis here is on new aircraft – we currently
operate one of the youngest fleets in Europe, with an average age of 4.4 years, and that means we have a
more efficient fleet which is more reliable and therefore able to be utilised for over twelve hours a day. For the
business, that means lower unit operating costs, and for our customers, lower prices. Our existing order book
with Airbus as at 31 March 2018 comprised a further 20 Airbus A320ceo-family aircraft, split into 5 A320ceo
and 15 A321ceo deliveries, all of which will be delivered by June 2019. From 2019 we will start to take delivery
of the A321neo aircraft ordered at the Paris Air Show in June 2015 and, from 2022, the additional A320neo
Family aircraft ordered at the Dubai Airshow in November 2017. We have selected Pratt & Whitney’s geared
turbofan engine to power A321neo aircraft ordered at the Paris Air Show. However, there have been a number
of operational issues connected with the introduction of the geared turbofan engine. While we remain
confident in our selection of the geared turbofan engine, we are in constant dialogue with Pratt & Whitney to
ensure that we have sufficient capacity to deliver our planned growth.
A large aircraft order is a significant financial commitment and so requires financing. To date, we have
financed all of our new aircraft deliveries through sale and leaseback arrangements. This will continue to be
the case for the remaining A320ceo-family deliveries through to the end of 2018, for which we already have in
place fully committed sale and leaseback financing. We are now starting to consider the best options for
financing the first A321neo deliveries from 2019 – we are confident that, given the aircraft’s desirability as a
result of its superior operating economics and Wizz Air’s established strong financial track record, finance will
be readily available on competitive terms.
Wizz Air Holdings Plc Annual report and accounts 2018
27
STRATEGIC REPORT
PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
Risks relating to the Group continued
Regulatory risks
Even in a liberalised air traffic right environment, aviation remains a highly regulated industry. Wizz Air Hungary
relies on an air operator’s certificate (AOC) and operating licence issued by Hungary and Wizz Air UK relies
on an AOC and operating licence issued by the United Kingdom. In each case, the licences allow the airline to
operate air services both within Europe and to and from countries with which Europe has liberalised air traffic
agreements. Each operating licence requires the Company to be majority owned and effectively controlled by
qualifying nationals, which currently means nationals of the European Economic Area and Switzerland. If the
Company ceases to be majority owned and effectively controlled by qualifying nationals, then its operating
licence – and, so, its right to operate its business – could be at risk. The Company therefore closely monitors
the nationality of its Shareholders. The Board has set a limit (permitted maximum) of 49% of its issued Ordinary
Shares for ownership by non-qualifying nationals and the Board has the power to take action in relation to
non-qualifying Shareholder shareholdings to protect the Company’s operating licences.. The Board receives a
report at each Board meeting of the level of share ownership by non-qualifying nationals.
Operational risks
An accident or incident, or terrorist attack, can adversely affect an airline’s image and customers’ willingness
to travel with that airline.
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 four times a year, involving both senior management as well
as operational staff, and reviews any issues which have arisen in the previous three 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. Wizz Air is registered under the International
Air Transport Association’s Operational Safety Audit (IOSA). The IOSA programme is the worldwide standard
in airline safety evaluation and assesses an airline’s safety management and control systems and processes.
Our experienced security team has an ongoing programme to ensure that the security of our operations and
the airports which we serve meet high standards. 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. In December 2015, Wizz Air Hungary Ltd.
was named as a company of strategic importance by the Hungarian Parliament and, as such, the Company
now enjoys enhanced security information and protection under the auspices of the Hungarian Constitution
Protection Office.
Human resources
Wizz Air is a people business. We know that our people are the backbone of our business and it is their
dedication, day in, day out, that allows us to deliver our low-cost, quality service. But we know that we cannot
take our people for granted and that competition for the high quality people who we seek is keen and may
become even more so.
} 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. We have added to our existing schemes with
CTC Aviation Training and Central European Flight Academy with the announcement during the 2018
financial year of a new part-sponsored pilot training programme, where the Company will provide financial
support to cadets together with a job with the Company upon satisfactory completion of the training
course.
} 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 know that we need to ensure that we continue to motivate our colleagues.
Feedback is an essential part of this process – both giving and receiving – and we consider direct
communication between senior management and other employees as the best way of listening to our
employees’ concerns and in the 2018 financial year, we once again conducted a company-wide employee
survey which saw employee participation rise to 71% and overall employee satisfaction at 78%.
Wizz Air Holdings Plc Annual report and accounts 2018
28
STRATEGIC REPORT
PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
Risks relating to the Group continued
Human resources continued
} 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, during the 2018
financial year, a completely new talent managed programme was trialled in a limited number of
departments in the Company. The success of this trial will see the programme rolled-out across the
Company’s office functions in the coming months. Succession of key personnel is a matter which we take
extremely seriously and we shall continue to develop our succession planning processes to ensure that
we have colleagues of the right calibre to lead the Company in the future.
This Strategic report has been signed off on behalf of the Board by
József Váradi
Chief Executive Officer
23 May 2018
Wizz Air Holdings Plc Annual report and accounts 2018
29
GOVERNANCE
Wizz Air Holdings Plc Annual report and accounts 2018
30
GOVERNANCE
CORPORATE GOVERNANCE REPORT
A COMPANY COMMITTED TO HIGH STANDARDS OF CORPORATE GOVERNANCE
Chairman’s statement on corporate governance
Wizz Air grew its business by close to 25% in F18, both in terms of the number of customers travelling with the
Company as well as its revenues. During the course of F18, the value of the Company increased to a point
where it is was, as at the end of F18, in the top 44% of the FTSE 250.
As the Company continues to grow, so the Directors recognise the importance of ensuring that the
Company’s corporate governance remains of a high standard, to maintain the trust that our investors
have placed in the Company.
As Chairman, I am pleased to see the commitment of our Directors to the Company’s business, with a number
spending much time outside formal Board meetings interacting with the Company’s management.
Unfortunately, on 9th February 2018, Wioletta Rosołowska decided to step down from her position as a Non-
Executive Director owing to her executive business commitments. The Board is currently undertaking a search
for the appointment of an additional Non-Executive Director and, while the focus will be on ensuring that the
best candidate for the role is selected, the retained search firm has been instructed to bear in mind the Board’s
determination to increase its gender diversity.
One of the keys to the Company’s success to date has been its agility in responding to opportunities and issues
that develop. However, it is important that this agility is matched by a robust governance process over
significant decisions. I believe that one of the strengths of the Company’s Board is the willingness and ability
of the Directors to be involved in strategic discussions and support the Company’s management with their
decisions in often-challenging timeframes. For example, during F18 the Board has discussed on a number of
occasions the possible outcomes of the United Kingdom’s decision to exit the European Union, or Brexit. In
September 2017, the Board approved the implementation of an important part of the Company’s contingency
plan for Brexit, with the establishment of a new airline in the United Kingdom. The licensing process for Wizz
Air UK was completed in April and, as well as being part of the Company’s Brexit contingency strategy, Wizz
Air UK may also present the Company with additional commercial opportunities arising from any future
consolidation in the United Kingdom airline market.
In November 2017, the Board responded swiftly to an opportunity to complete an exceptional deal at the
Dubai International Airshow for 146 additional firm-order Airbus A320neo Family aircraft and which secures
the Company’s delivery stream until the end of 2026. This additional order was the culmination of a robust,
competitive negotiation process between the two major airframe manufacturers, with Airbus finally delivering
the best overall mix of aircraft, cost efficiency, support and price. The Board discussed and approved the deal
in the context of the Company’s long-term strategy and ambitions, allowing the Company to continue to grow
at an industry-leading rate and expand its market reach across and beyond Europe.
With such significant developments taking place in the Company’s business, it is important the Board
continues to understand risks that have the potential to affect adversely the achievement of the Company’s
strategic objectives. The Company’s more structured enterprise risk management system has now been in
place for a full financial year, under the oversight of the Audit Committee. The Company’s Risk Council reports
to the Audit Committee on a quarterly basis, with the risk report being updated following meetings, facilitated
by Ernst & Young, between the Company’s Head of Internal Audit and individual risk owners, with periodic
updates then being given to the full Board.
Although falling just after the end of F18, the Board once again took action to ensure that the aggregate
shareholdings of a number of shareholders who were not Qualifying Nationals, as defined in the Company’s
Articles of Association, did not exceed the Permitted Maximum, also as defined in the Company’s Articles of
Association. Those measures remain in place but, again, this demonstrates that the Board is prepared to take
decisive action to ensure the protection of the Company’s interests and ongoing compliance with regulatory
requirements.
The Board thanks each and every one of our investors for the faith they have shown in the Company’s business
and, also, recognises the trust that the Shareholders have placed in the Board and senior management. Over
the course of the last year, a large number of meetings with investors were organised by senior management
and, in addition, I have also spoken to a number of Shareholders myself. Any concerns or comments raised
were fed back to the Board.
The Board has carried out an evaluation of its performance during the financial year ended 31 March 2018
through an internally facilitated process. The performance evaluation for the financial year ending 31 March
2019 will be externally facilitated and the Board will carry out a competitive tender process for the appointment
of an appropriate adviser.
Once again, I would stress that 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 and in a manner which is
appropriate for the Company’s continued fast rate of growth.
Wizz Air Holdings Plc Annual report and accounts 2018
31
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
(April 2016) during the 2019 financial year, save as set out below:
a) William A. Franke, the Chairman, does not meet the independence criteria set out in the Corporate
Governance Code (section B.1.1), given that he is the managing partner of Indigo. However, given the
benefits to the Company of his recognised experience in the airline industry, the Board believes that Mr
Franke should continue as Chairman.
b) The underlying principles of the Company’s Remuneration Policy were last approved by the Company’s
Shareholders at the Company’s 2015 annual general meeting. A revised policy, described in more detail in
the Remuneration Report on pages 50 to 54 and in relation to which the Company consulted with a
number of the Company’s largest Shareholders, will be put to the Company’s Shareholders for approval
at the Company’s 2018 annual general meeting. The underlying principles of the revised policy remain
consistent with the current policy, namely that: (i) remuneration must be competitive whilst not being
more than is necessary to attract, retain and motivate executive management of the quality required to
continue to run the Company successfully; and (ii) a significant proportion of remuneration remains
performance based. The revised policy also now includes provisions allowing the Company to recover
sums paid or withhold the payment of any sum as mentioned in paragraph D.1.1. of the Corporate
Governance Code. However, the Remuneration Policy currently in effect and as approved at the
Company’s 2015 annual general meeting does not contain such provisions, although the Company has
been transparent with its Shareholders in this respect.
The Board considers that it and the Company have, during the financial year ended 31 March 2018, complied
with the Corporate Governance Code (April 2016), save as set out above.
The Corporate Governance 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 2018, the Company had been notified pursuant to DTR 5 of the Financial Conduct Authority’s
Disclosure Rules and Transparency Rules (DTRs) that the following Shareholders held more than 3 per cent.
of the Company’s issued Ordinary Shares:
Shareholder
Indigo Hungary LP
FMR LLC
The Capital Group Companies, Inc.
FIL Investments International
Indigo Maple Hill LP
Reported shareholding
15.83 per cent.
7.85 per cent.
5.30 per cent.
5.03 per cent.
4.79 per cent.
Reported number of shares
11,515,509
5,713,122
3,855,647
3,655,801
3,484,491
As at 4 May 2018, 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 per cent. of the Company’s
issued Ordinary Shares:
Shareholder
Indigo Hungary LP
FMR LLC
The Capital Group Companies, Inc.
FIL Investments International
Indigo Maple Hill LP
Reported shareholding
15.83 per cent.
7.85 per cent.
5.30 per cent.
5.29 per cent.
4.79 per cent.
Reported number of shares
11,515,509
5,713,122
3,855,647
3,850,665
3,484,491
Changes in interests that have been notified to the Company pursuant to DTR 5 of the DTRs since 4 May 2018
can be found in 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 2018, Indigo (Indigo Hungary LP and Indigo Maple Hill LP together) held 20.62 per cent. of the
Company’s issued Ordinary Shares, as well as 29,830,503 convertible shares of £0.0001 each in the capital of
the Company (“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 circumstances 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.
Wizz Air Holdings Plc Annual report and accounts 2018
32
GOVERNANCE
COMPLIANCE WITH THE UK CORPORATE GOVERNANCE CODE
CONTINUED
Our key Shareholders continued
Our relationship with Indigo continued
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 terms of these convertible notes are governed by a note
purchase agreement dated 24 February 2015 and entered into between the Company, Wizz Air Hungary Ltd.
and Indigo. Our Chairman, William A. Franke, is the managing partner of Indigo.
According to the Financial Conduct Authority’s Listing Rules (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, of
30 per cent. 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”. During its preparation for its initial public offering in
February 2015, the Company discussed with the UK Listing Authority that, in the circumstances, Indigo would
be treated as a controlling shareholder of the Company 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 10 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 10 per cent., respectively, of the fully converted share capital of
the Company, then Indigo has agreed to procure, insofar 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.
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 10 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 of association,
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.
Wizz Air Holdings Plc Annual report and accounts 2018
33
GOVERNANCE
COMPLIANCE WITH THE UK CORPORATE GOVERNANCE CODE
CONTINUED
Our key Shareholders continued
Our relationship with Indigo continued
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 DTRs), 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 will) 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 DTRs 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 23 May
2018, 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 its Shareholders.
Over the course of the past year, the Company’s Investor Relations department has arranged a number of
roadshows, timed around the release of financial results, as well as other meetings with investors. At the 2017
annual general meeting, attended by all of the Directors, both the Chairman and the Senior Independent Non-
Executive Director, along with the Chairmen of the Audit Committee and the Remuneration Committee, were
available to answer questions from investors. The Chairman, the Senior Independent Non-Executive Director
and the Chairmen of the Audit Committee and the Remuneration Committee will be present at the 2018 annual
general meeting and, again, will be available to answer questions from investors.
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.
Reflecting the importance that the Company places on being transparent with its Shareholders, key
Shareholders were consulted on certain aspects of the proposed Remuneration Policy set out on pages 50 to
54, which will be put to a Shareholder vote at the 2018 annual general meeting.
Wizz Air Holdings Plc Annual report and accounts 2018
34
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 eight Non-Executive Directors, following the
resignation of Wioletta Rosołowska during F18. While the Directors consider the current structure to be an
appropriate Board structure, the Board is actively searching for a further Non-Executive Director, which will
restore the Board to ten Directors in total. 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 during the 2018 financial year are:
Position
Committee membership (as at 31 March 2018)
Name
Executive Director
József Váradi
Non-Executive Directors
William A. Franke
Thierry de Preux
Guido Demuynck
Simon Duffy
Susan Hooper
Stephen L. Johnson
John McMahon
Wioletta Rosołowska
John R. Wilson
* Resigned effective as of 9 February 2018.
Chief Executive Officer
Chairman
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director,
Senior Independent Director
Non-Executive Director*
Non-Executive Director
Nomination Committee
Remuneration Committee
Remuneration Committee
Audit Committee, Nomination Committee
Audit Committee, Remuneration
Committee
Audit Committee, Nomination 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. He is currently chairman of Frontier Airlines, Inc and JetSMART SpA.. 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 Concesionaria 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 is
currently a non-executive director of JetSMART SpA and 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). Mr Váradi won the Ernst & Young Hungary “Brave Innovator” award in 2007 and
the “Enterpreneur Of The Year” award in 2017. 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 2018
35
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 the mobile division, at KPN (Koninklijke) N.V. and chief executive of Kroymans
Corporation B.V. and Liquavista B.V.. Mr Demuynck was a member of the supervisory board and chairman of
the remuneration committee of TomTom N.V. and of Divitel Holding B.V.. He is a member of the board of
directors, member of the remuneration committee and chairman of the audit committee of Proximus N.V.
(previously Belgacom), a member of the supervisory board of Teleplan International N.V. and Aito B.V.. 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 Ghent.
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 TV Ltd., which is a joint venture between British Telecom, TalkTalk
and all the leading broadcasters in the United Kingdom. He is a non-executive director of Modern Times Group
AB, one of Europe’s largest broadcasting companies listed on the Stockholm Exchange, and of Telit
Communications Plc, a leading company in the IoT (internet of things) sector listed in London. He is chairman
of the audit committee at both companies. Mr Duffy has a BA in philosophy, politics and economics from
Oxford University and an MBA from Harvard Business School.
Susan Hooper, Non-Executive Director
Ms Hooper was appointed to the Board of Directors as a Non-Executive Director in March 2016 and serves on
Wizz Air's Audit and Remuneration Committees. A UK national, Ms Hooper was managing director of British
Gas Services, leading the service and repair, central heating installations, electrical services and Dyno-Rod
business units until November 2014. She joined British Gas from the Acromas Group, where she was chief
executive of the travel division, responsible for Saga holidays and hotels, Saga cruises, Spirit of Adventure
cruises, Titan Travel and the travel division of the AA. Previously, Ms Hooper held senior roles at Royal
Caribbean International, Avis Europe, PepsiCo International, McKinsey & Company and Saatchi & Saatchi.
During her time with PepsiCo International, Ms Hooper spent over five years based in Central and Eastern
European countries. She is currently a non-executive director of Affinity Water Ltd. and The Rank Group plc,
as well as being an advisory board member of LUISS Business School in Rome. Ms Hooper recently became
non-executive board member of the Department for Exiting the European Union (DExEU) of the UK. From
2011 to 2014 she was a non-executive director of Whitbread PLC and has held several other non-executive
directorships, including at First Choice plc, Transcom SA, Royal and Sun Alliance Group plc and Courtaulds
Textiles Plc.
Wizz Air Holdings Plc Annual report and accounts 2018
36
GOVERNANCE
MANAGEMENT OF THE COMPANY CONTINUED
The Board of Directors continued
Board membership continued
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.
John McMahon, Non-Executive Director
Mr McMahon has been a member of the Board since 2012. He has more than 30 years of experience in
commercial aviation, initially with Aer Lingus, GPA Group and GE Capital Aviation Services, before later holding
senior management positions at debis AirFinance (now AerCap) and Lloyds TSB Bank. 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 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 Frontier Group Holdings, Inc. Mr. Wilson is also a member of the board of directors of JetSMART SpA.. Prior
to joining Indigo 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 in 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 to 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.
c) John R. Wilson is not considered to be an independent Non-Executive Director as he is a principal of Indigo.
Other than William A. Franke, John R. Wilson and Stephen L. Johnson, the Company regards all of its
Non-Executive Directors, namely, Guido Demuynck, Simon Duffy, Thierry de Preux, Susan Hooper 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, as an absolute majority of the Directors are
independent Non-Executive Directors, 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 2018
37
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 management team
The Chief Executive Officer and the 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.
As at 23 May 2018, the Group’s senior management team, in addition to the Chief Executive Officer, is:
Name
Stephen Jones
Diederik Pen
Iain Wetherall
Johan Eidhagen
Heiko Holm
Owain Jones
George Michalopoulos
Bela Szegedi
Position
Executive Vice President and
Deputy Chief Executive Officer
Executive Vice President and Chief
Operations Officer
Chief Financial Officer
Chief Marketing Officer
Chief Technical Officer
Chief Corporate Officer
Chief Commercial Officer
Chief Flight Operations Officer
Stephen Jones, Executive Vice President and Deputy Chief Executive Officer
Mr. Jones joined Wizz Air in October 2017 as Deputy Chief Executive Officer and Executive Vice President. Mr.
Jones is responsible for Wizz Air's commercial, marketing and information technology organizations with the
Company's Chief Commercial Officer, Chief Marketing Officer and Head of Information Technology as direct
reports. Mr Jones, who is a national of both New Zealand and the United Kingdom, has been the Chief Strategy,
Network and Alliances Officer at Air New Zealand since 2013 during which time he was responsible for the
airline's overall corporate strategy, network development, alliances and sustainability. He oversaw the airline's
tightly cost-managed response to significant domestic competition from low cost carriers as well as the
turnaround of the airline's international business in the face of severe competition from many Asian, Middle
Eastern and low cost carriers in the trans-Tasman market, one of the most competitive markets in the world.
Prior to this role, Mr Jones held a number of other roles in Air New Zealand since he joined the airline in 2001,
including general manager of their low cost carrier Freedom Air, general manager of the airline's domestic
business unit and Tasman and Pacific Islands business unit as well as general manager of investor relations and
financial planning, following the airline's recapitalization in 2003. He also served as Chairman of the Star
Alliance Management Board and the Star Alliance Strategy Committee.
Diederik Pen, Executive Vice President and Chief Operations Officer
Mr Pen joined Wizz Air in January 2013 as Chief Operations Officer, becoming Accountable Manager in
September 2013. He was promoted to Executive Vice President and Chief Operations Officer in April 2017. Mr.
Pen is responsible for Wizz Air's ground operations, flight operations, technical services, operations control
organizations with the Chief Flight Operations Officer, Chief Technical Officer, Head of Operations Control
Centre and Head of Ground Operations as direct reports. 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.
Wizz Air Holdings Plc Annual report and accounts 2018
38
GOVERNANCE
MANAGEMENT OF THE COMPANY CONTINUED
Senior management team continued
Iain Wetherall, Chief Financial Officer
Iain Wetherall joined Wizz Air in July 2011 as Head of Corporate Finance and, following the Company's initial
public offering in 2015, he also led the Company's investor relations function before taking on the Head of
Financial Planning & Control and Investor Relations in September 2016. Mr. Wetherall was promoted to Chief
Financial Officer with effect from August 2017 responsible for the accounting and tax, financial planning and
controlling, fleet acquisition and corporate finance and purchasing organizations. He is a chartered accountant,
holds an Advanced Treasury Diploma from the Association of Corporate Treasurers, a Securities and
Investment Diploma from the Chartered Institute for Securities and Investments and was a Securities
Representative authorized by the Securities and Futures Authority (now Financial Conduct Authority). Prior
to Wizz Air, Mr. Wetherall gained experience in tax & treasury, corporate finance, mergers & acquisitions,
accounting, audit, corporate governance, internal control and consulting in various finance roles for Royal
Ahold, PricewaterhouseCoopers, KPMG and Singer & Friedlander Bank Limited.
Johan Eidhagen, Chief Marketing Officer
Mr Eidhagen joined Wizz Air in January 2015 as Head of Brand and Marketing and was appointed Chief
Marketing Officer effective 1 February 2016. Before joining Wizz Air Mr Eidhagen built an extensive sales and
marketing career at Nokia, holding several senior global and regional marketing positions. He joined Nokia in
1998 from a background in retail and was head of marketing for the Nordic region until 2004, when he moved
to Nokia HQ in Finland to run global marketing services for the entertainment category. Between 2005 and
2007 he was based in New York as the director of marketing for Nokia Multimedia in North America before
returning to Finland where he was director and head of marketing for the Nokia Nseries Category. In 2009 he
became country manager for Nokia in Sweden and was appointed as managing director for the Scandinavian
region in 2011. Mr Eidhagen is a native of Stockholm and is a DIHM marketing graduate from the IHM Business
School in Stockholm.
Heiko Holm, Chief Technical Officer
Mr. Holm joined Wizz Air in 2015 as Head of Technical Services. Mr. Holm graduated from the University of
Applied Sciences in Hamburg, Germany as an Engineer specialized in Aircraft Construction and Design and
went on to build a successful career with Lufthansa Technik, ultimately becoming the Director of Operations
for Lufthansa Technik in Shenzhen, China, from where he joined Wizz Air.
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 laws degree
from University College London.
George Michalopoulos, Chief Commercial Officer
Mr. Michalopoulos joined Wizz Air in 2010 as Head of Pricing and Revenue Management and was then
promoted to Head of Network Development, Scheduling and Sales in May 2015. Prior to Wizz Air, Mr
Michalopoulos built an extensive commercial and revenue career at Flybaboo and Blu-Express. Mr
Michalopoulos holds both Bachelor and Master of Science degrees in Management Science and Engineering
from Stanford University.
Bela Szegedi, Chief Flight Operations Officer
Mr. Szegedi has been with Wizz Air since the start of the operations – he joined as a Direct Entry Captain from
MALEV Hungarian Airlines in 2004. He has been involved in Flight Crew Training as Type Rating Instructor
since 2005 and as Standardization Instructor since 2013. Mr. Szegedi was promoted to Head of Crew Training
in 2015 and Chief Flight Operations Officer in October 2017. Mr. Szegedi holds an engineering degree from the
Technical College of Nyiregyhaza in Hungary. He is an active commercial pilot by having built his experience
through operations in Africa, Middle East and Europe. Mr. Szegedi is a Senior Examiner for the Airbus 320 fleet
and has a total flight time of 16,500 hours.
Wizz Air Holdings Plc Annual report and accounts 2018
39
GOVERNANCE
MANAGEMENT OF THE COMPANY CONTINUED
Board Committees
The Directors have established an Audit Committee, a Remuneration Committee and a Nomination Committee. 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 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 advising 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
Audit 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 its 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 the rest of the Audit Committee, and
is accountable to the Audit Committee;
i) considering and making recommendations to the Board, to be put to Shareholders for approval at the
annual general meeting, in relation to the appointment, re-appointment and removal of the Company’s
external auditors. The Audit Committee shall oversee the selection process for new auditors and if auditors
resign the Audit 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 provision 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;
Wizz Air Holdings Plc Annual report and accounts 2018
40
GOVERNANCE
MANAGEMENT OF THE COMPANY CONTINUED
Board Committees continued
Audit Committee continued
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;
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. During the financial year ended 31 March 2018, the membership of
the Company’s Audit Committee comprised three members, namely Simon Duffy, Susan Hooper and
John McMahon, all of whom 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.
The Company therefore considers that it complies with the Corporate Governance Code recommendation
regarding the composition of the Audit Committee.
The Audit Committee formally meets at least three times per year and otherwise as required. The Chief
Executive Officer, other Directors and representatives from the Finance function of the Company may attend
and speak at meetings of the Audit Committee. The Company’s external auditors and the Chief Financial
Officer are invited to attend meetings of the Audit Committee on a regular basis. The Company’s Head of
Internal Audit, along with the retained external firm of internal auditors, also attend the Audit Committee’s
meetings to report on internal audit matters. 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 11 occasions during the 2018 financial year (including telephonic meetings). 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
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. During the financial year ended 31
March 2018, the membership of the Company’s Remuneration Committee comprised three members, namely
Guido Demuynck, Susan Hooper and Thierry de Preux, all of whom are independent Non-Executive Directors.
The Chairman of the Remuneration Committee is Mr Demuynck.
The Company therefore considers that it complies with the Corporate Governance Code recommendations
regarding the composition of the Remuneration Committee.
The Remuneration Committee meets formally at least twice each year and otherwise as required. There were
seven meetings of the Remuneration Committee during the 2018 financial year.
Wizz Air Holdings Plc Annual report and accounts 2018
41
GOVERNANCE
MANAGEMENT OF THE COMPANY CONTINUED
Board Committees continued
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, and 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, Guido Demuynck, Susan Hooper and Wioletta Rosołowska
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. The
Nomination Committee will work further to ensure that, when the opportunity presents itself, diversity is
properly reflected in the Board and in the Company’s senior management. The Company believes that this
commitment is demonstrated by recent appointments at both Director and senior management level.
The Nomination Committee is scheduled to meet formally at least twice a year and otherwise as required.
There were six meetings of the Nomination Committee during the 2018 financial year and, in between these
meetings, members of the Nomination Committee advised senior management on the appointment of an
additional Non-Executive Director and on various senior management appointments, including the Group’s
Chief Financial Officer. Interviews of candidates for each of these positions were also conducted by the
members of the Nomination Committee. Candidates for the Group’s Chief Financial Officer position as well as
the additional Non-Executive Director were interviewed by the members of the Nomination Committee.
Attendance at Board meetings
The following table sets out the attendance by Director at the Board and Committee meetings held during the
2018 financial year.
Board
attended/total
Audit
attended/total
Remuneration
attended/total
Nomination
attended/total
Executive Director
József Váradi
Non-Executive Directors
William A. Franke
Guido Demuynck
Simon Duffy
Thierry de Preux
Susan Hooper
Stephen L. Johnson
John McMahon
John R. Wilson
Wioletta Rosolowska**
9/9
9/9
9/9
9/9
9/9
9/9
9/9
8/9
9/9
6/9
9/11*
7/7*
6/6*
-
-
11/11
-
11/11
-
11/11
-
-
-
7/7
-
7/7
7/7
-
-
-
-
6/6
-
6/6
-
-
-
6/6
-
-
* The Executive Director was invited to attend these various Committee meetings in order to discuss certain matters but did
not have a vote. Occasionally also Non-Executive Directors attend meetings of Committees that they are not a member of –
these cases are not reflected in this table.
** Wioletta Rosolowska resigned from the Board with effect from 9 February 2018.
There were also special Board committees set up in relation to the final approval of the two Class1 transactions
incurred by the Group during the year. The Class1 transactions were related to the ordering by the Group of
10 ceo and 146 neo Airbus A320-family aircraft. The members of the board committees in both cases were
Simon Duffy, John R. Wilson and József Váradi, all attending the two meetings.
Wizz Air Holdings Plc Annual report and accounts 2018
42
GOVERNANCE
MANAGEMENT OF THE COMPANY CONTINUED
Board procedures
At least six 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 and to discuss the
Company’s strategy. 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 developments 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 outside the scheduled meeting cycle, 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. The Share Dealing Policy was updated
to reflect the requirements of the EU Market Abuse Regulation which came into effect on 3 July 2016.
Finally, 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 2018 annual general meeting.
Wizz Air Holdings Plc Annual report and accounts 2018
43
GOVERNANCE
REPORT OF THE CHAIRMAN OF THE AUDIT COMMITTEE
Wizz Air has grown significantly and successfully as a result, in part, of constantly re-examining the way it does
things and ensuring that its business is run to the best possible standards. The work of the Audit Committee
during the 2018 financial year continued to reflect this philosophy. As well as the continued engagement on
day-to-day financial issues, including further discussion on hedging strategy and approval of hedging
transactions, the Audit Committee also has oversight of the Company’s recently-overhauled system for
enterprise risk management (“ERM”), to ensure that the Company’s risk management processes continue to
provide robust support for its future growth.
Main activities of the Audit Committee during the 2018 financial year
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 2018 financial year was the first financial year during the entirety of which the Company’s ERM programme
was fully operational. Working with the Company’s Internal Audit function during a series of meetings facilitated
by Ernst & Young, each risk identified was considered in detail in terms of the inherent risk, existing mitigating
measures and residual risk, along with a determination of how that risk should be dealt with in accordance with
the Company’s risk appetite. The resulting risk register was then used to prepare a principal risk report. Each risk
owner is required to review each risk at least once a quarter. The Company’s internal Risk Council, comprising
the Company’s senior management team, reviews the risk register and the principal risk report also at least once
a quarter. The Risk Council then reports to the Audit Committee on, among other things, changes to be made to
the principal risk report, including any consequent mitigating actions. The principal risk report, once approved by
the Audit Committee, is delivered to the Board.
In addition to the ERM programme, the Company’s Internal Audit function prepares a plan of internal audits for the
upcoming year, which is approved by the Audit Committee. Internal audits are performed by Ernst & Young 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 verifies that actions have been taken and controls implemented and reports back to the
Audit Committee on the status. The Audit Committee will work to ensure that the Company continues to
develop effective risk assessment and management processes.
More information on risk management within the Company is set out on pages 25 to 29 of this annual report.
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 also reviews and approves any regulatory announcements that
are 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.
Relationship with external auditors
During the 2018 financial year, the Audit Committee oversaw a tender for the provision of statutory audit
services to the Group. Although the EU Competition and Market Authority’s (“CMA”) Statutory Audit Services
for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit
Committee Responsibilities) Order 2014 (the “CMA Order”), which defines requirements for mandatory
tendering of statutory audit services and the responsibility of audit committees in this respect, technically does
not apply to the Group given that its holding entity is incorporated outside the EU, the Audit Committee
concluded that such a tender process represented best practice and, therefore, the Board resolved that the
Group should voluntarily comply with the Order. Following a competitive tender process in which all major
auditing firms were invited to participate, PricewaterhouseCoopers were re-appointed as the Company’s
auditors.
Given the level of tax and other non-audit services required by the Group and the need to ensure auditor
independence, the Audit Committee also oversaw a tender for the provision of the Group’s tax advisory
services. Following a competitive tender process, Deloitte were appointed as the Group’s principal tax adviser.
The Audit Committee considers that the Group’s audit and non-audit services are now properly separated and
is confident these measures will continue to ensure the independence, objectivity and value for money of the
audit process.
Wizz Air Holdings Plc Annual report and accounts 2018
44
GOVERNANCE
REPORT OF THE CHAIRMAN OF THE AUDIT COMMITTEE
CONTINUED
Main activities of the Audit Committee during the 2018 financial year continued
Relationship with external auditors continued
The Audit Committee has approved the fees to be paid and the external audit plan for the 2018 financial year
and reviewed the reports of the auditors on the half-year review and the annual audit performed. The Audit
Committee was satisfied with the performance of the external auditors and with the effectiveness of the external
audit process. The audit of the 2018 financial statements and of this annual report, and the review of the half-year
financial report, were all completed in time and to high standard, addressing the key issues.
With the completion of the 2018 audit PricewaterhouseCoopers have been the auditors of the company for 12
years uninterrupted, covering the years ended 31 March 2007 to 31 March 2018.
The Audit Committee will consider the appointment of external auditors for the financial year ending 31 March
2019 and the Directors will propose a resolution in this respect for the forthcoming annual general meeting of
the Company. Should the Directors later decide to appoint a firm other than the current auditor
PricewaterhouseCoopers, the Directors would ask the shareholders to ratify the appointment of the new
auditor at the 2019 annual general meeting.
The Audit Committee ensures the independence of the Company’s external auditors. The Audit Committee
reviewed the independence letter of the auditors and considered in particular the non-audit fees paid to the external
auditors during the year (see Note 6 to the financial statements). While fees paid on tax and other advisory services
were higher in 2018 than the audit fees, the Audit Committee was satisfied that this did not compromise the
objectivity and independence of the auditors, mainly because: (i) the engagement leaders from the relevant
advisory departments are not part of the audit team; and (ii) no such services were ordered by the Company that
carried self-review threat for the auditor. Additionally, as explained earlier, following the replacement of
PricewaterhouseCoopers by Deloitte as the Group’s principal tax adviser, the non-audit fees earned by
PricewaterhouseCoopers will in future be materially less than the audit fees.
Significant matters relating to the annual report
In the course of the preparation of the Company’s financial statements, the following issues, among others,
were considered by the Audit Committee:
} Maintenance accounting: As part of reviewing the reports from management and the auditor on the half-
year and the year-end accounts, the Audit Committee satisfied itself that the policy and the procedures
applicable to this complex area were followed in the year consistently, including the regular updates to
estimates and judgments and the maintenance of the system supporting the calculations.
} Hedge accounting: The Audit Committee reviewed the reports from management and the auditor on the
half-year and the year-end accounts in relation to the adoption of IFRS 9 in financial year, and satisfied
itself that the requirements of the new standard were applied properly with respect to hedge accounting.
At the request of the Board, the Audit Committee also considered whether the annual report taken as a whole
was fair, balanced and understandable and whether it provided the necessary information for Shareholders to
assess the Group’s position and performance, business model and strategy. The Committee is satisfied that
the annual report meets these criteria.
Other matters considered during the year
} Tendering statutory audit and tax advisory services: As explained above, the Audit Committee oversaw
the tenders for and was actively involved in the selection of the statutory auditor and the principal tax
adviser of the Group, being PricewaterhouseCoopers and Deloitte, respectively.
} Hedging policy: The Audit Committee approved the proposal of management to include foreign currency
forwards as hedging instruments for up to 12 months in the Company’s hedging policy.
} Class 1 transactions: The Group during the year entered into two aircraft orders that, as per the UK Listing
Rules, were classified as ‘Class 1’ transactions. These transactions required the preparation of a Class 1
Circular for each, supported by legal and financial due diligence, followed by board and shareholder
approval. The Audit Committee reviewed the Circulars and the financial due diligence reports prepared
by KPMG LLP, was satisfied with their content, and supported the Board in approving the transactions.
}
}
IFRS 16 Leases: The Audit Committee reviewed the implications of the adoption of IFRS 16 by the Group
and supported management’s recommendation to adopt the standard from its normal due date, being 1
April 2019 for the Group, as opposed to early adopting it.
IFRS 15 Revenue from Contracts with Customers: The Audit Committee reviewed the implications of the
adoption of IFRS 15 by the Group from 1 April 2018 and supported management’s recommendation to
apply the ‘Cumulative Effect Method’ of transition for adopting the standard.
Wizz Air Holdings Plc Annual report and accounts 2018
45
GOVERNANCE
REPORT OF THE CHAIRMAN OF THE AUDIT COMMITTEE
CONTINUED
Main activities of the Audit Committee during the 2018 financial year continued
Other matters considered during the year continued
} FRC review of the F17 accounts: In January 2018 the Company received notice from the Conduct
Committee of the Financial Reporting Council (UK) (‘FRC’) that the Group’s annual report and accounts
to 31 March 2017 have been reviewed. The Conduct Committee made some recommendations of relatively
smaller significance, and requested further information in the areas of heavy maintenance accounting and
hedge accounting. The Audit Committee reviewed and was satisfied with the content of the Company’s
response that was provided in March 2018. Following this, on 9 May 2018 the Company received a second
letter from the FRC in which the FRC confirmed that they closed some of the issues raised in their first
letter and made some further questions with respect to the remaining issues. While the Company’s
response to those remaining questions of the FRC will be due only after the release of this Annual Report,
in the meantime the Company has already taken account of some of the recommendations made in the
letters and extended its disclosures in the areas of heavy maintenance accounting and hedge accounting.
} Tax matters: Management engaged Deloitte, the new principal tax adviser of the Group, to analyse how
the future corporate and tax structure of the Group should look like, with a view to the future expected
developments in its business and to the expected changes in the international tax environment. The
reports from Deloitte and from management were reviewed by the Audit Committee. This matter is still
work in progress and no decision has yet been made for any change.
} GDPR: The Audit Committee reviewed the reports from management on the preparation for ensuring
compliance with the EU General Data Protection Regulation (‘GDPR’) entering into effect from 25 May
2018. The Audit Committee was satisfied with the actions of management in this area.
Simon Duffy
Chairman of the Audit Committee
Wizz Air Holdings Plc Annual report and accounts 2018
46
GOVERNANCE
REPORT OF THE CHAIRMAN OF THE NOMINATION COMMITTEE
Wizz Air’s Nomination Committee is comprised of three members, namely John McMahon, our Senior
Independent Non-Executive Director, Simon Duffy and me.
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, and retirements and appointments
of additional and replacement Directors, and will make appropriate recommendations to the Board on
such matters.
The Company’s success to date has been achieved by ensuring that it appoints people of the highest calibre,
whether as Directors, management or employees. While the key selection criterion is to ensure that people are
appointed on their ability to do their jobs, the Company and the Nomination Committee recognise the
importance to the Company of diversity, including gender equality. Unfortunately, Wioletta Rosołowska
decided to step down as a Non-Executive Director during the 2018 financial year, owing to her executive
commitments. A search for her replacement is ongoing through Korn/Ferry and the Nomination Committee
has instructed Korn/Ferry to have regard to the Board’s gender diversity when presenting candidate short lists.
The 2019 financial year will also mark the sixth anniversary of the appointments of a number of our non-
executive directors. The Nomination Committee will have particular regard to the need for refreshment
of the Board, when considering whether the appointments of relevant directors should extend beyond
the six year point.
Main activities of the Nomination Committee during the 2018 financial year
During the 2018 financial year, the Nomination Committee worked on a number of key appointments for
the Company.
The Nomination Committee, along with other Directors, assisted senior management and the Board with a
review of the structure of the Company’s senior executive management and its succession planning.
Following the promotion of the Chief Operations Officer to the role of Executive Vice President and Chief
Operations Officer last year, the Nomination Committee approved the appointment of a second Executive
Vice President to oversee the Company’s commercial and technology functions. Following an extensive
external search process, Stephen Jones was appointed to the role of Executive Vice President and Deputy
Chief Executive Officer with effect from 1 October 2017. The Nomination Committee considers the creation of
the Executive Vice President positions to be an important part of the Company’s succession planning for the
Chief Executive Officer.
Following the departure of the Company’s Chief Financial Officer, the Nomination Committee worked with
management on the appointment of a new Chief Financial Officer. Reflecting the Company’s underlying
principle that it searches for the best person for a particular role, an extensive external search was conducted
and a number of candidates interviewed. However, the Nomination Committee also recognises that the
Company is fortunate to benefit from strong internal talent, as well and, in this case, the Nomination Committee
supported senior management’s recommendation to promote Iain Wetherall, then the Head of Controlling and
Investor Relations, to the position of Chief Financial Officer.
As already noted above, the Nomination Committee has also been reviewing the composition of the Board in
the context of certain Non-Executive Directors reaching the sixth anniversary of their appointments in the
coming year and also the need to ensure the periodic refreshment of the Board.
The Nomination Committee’s ongoing work
The Nomination Committee will continue to work with the Board to ensure that it has the appropriate balance
of skills, knowledge and experience and that, where the opportunity presents itself, appointments are made
which reflect not only the Company’s requirement to retain the best people for a particular role but also the
Company’s values, including ensuring diversity within the Board and the Company’s senior management.
The Nomination Committee and the Board also recognise the importance of ensuring that succession of
Directors and senior management is properly managed, to ensure that the Company has the right people
available as needed. The Nomination Committee will continue to work with the Board and the Company’s
senior management to develop and refine succession plans, encouraging and facilitating internal talent
development where necessary.
William A. Franke
Chairman of the Nomination Committee
Wizz Air Holdings Plc Annual report and accounts 2018
47
GOVERNANCE
DIRECTORS’ REMUNERATION REPORT
Report of the Chairman of the Remuneration Committee
On behalf of the Board I am pleased to present the Directors’ Remuneration Report for the financial year ended
31 March 2018.
The 2018 financial year was another year of strong growth for Wizz Air. Once again, we have delivered
industry-leading passenger growth, with passenger numbers increasing by 25 per cent and total revenue
increasing by 24 per cent. While the competitive environment was a little more benign than the previous year,
the Company’s operating environment was again challenging, with particularly severe winter weather in
Central and Eastern Europe during the last quarter of the financial year and significant disruption once again
caused by industrial action by various air traffic control organisations throughout the year. At the same time,
management worked on a number of strategic projects to continue to build a strong foundation for the
Company’s future, including the conclusion of an additional order for 146 Airbus A320neo Family aircraft
announced at the Dubai Air Show in November and the start of the licensing process for Wizz Air UK Limited
as a standalone airline, which is part of the Company’s Brexit contingency planning. The strong leadership
during the 2018 financial year of the Board, the Chief Executive Officer and management team has seen the
Company deliver record profitability of €275 million, even as the Company dealt with these various challenges
and developments. At the same time, the Company remained extremely cost-focused, with its ex-fuel
operating unit cost remaining materially flat (0.4 per cent. increase year on year). The relative strength of Wizz
Air’s performance against its peers was reflected in a share price which, as at 31 March 2018, remained some
183 per cent. higher than the offering price in the Company’s initial public offering. Over the year, therefore,
the Directors and senior management have ensured that the Company’s business has continued to deliver
results that have significantly increased Shareholder value, as well as further strengthening the foundations for
the Company’s future growth.
The Company’s Remuneration Policy is designed to incentivise the Chief Executive Officer, currently the
Company’s sole Executive Director, not only to deliver profitability, but also to continue to drive the Company’s
unit costs even lower at the same time as delivering a good customer experience. By way of reminder, the
amount of a payment under the Company’s short term incentive plan depends on a number of factors,
including profitability (2/3), on-time performance (1/9), ex-fuel unit operating cost (1/9) and personal
performance (1/9). The outcome of the short term incentive plan for the 2018 financial year reflects the
Company’s performance: while profitability was above target and the reduction in ex-fuel CASK was slightly
below target, on-time performance fell below the threshold for any payment, even though this was mainly as
a consequence of a number of events beyond the Company’s control, including severe winter weather (and
the ability of a number of European airports to deal with such weather) and industrial action by various air
traffic control organisations throughout the year. Taking these factors into account, the Chief Executive
Officer’s payment under the short term incentive plan for the financial year 2018 was CHF 796,000, being 116.8
per cent. of annual base salary (and therefore of target bonus) against a maximum bonus opportunity of 200
per cent. of annual base salary. Total remuneration for the year was CHF 1,478,000, or 11 per cent. more than
last year, as a result of the Company’s record profitability. The Remuneration Committee believes that this
demonstrates that not only are the targets set for management very ambitious, but also that the Company’s
current Remuneration Policy is appropriate with the outcome properly reflecting the Company’s performance
during the year.
The Chief Executive Officer’s base salary was last revised in 2015 and, since then, the Company has grown
from an airline with 55 aircraft and 2,000 employees to one with 93 aircraft and 3,700 employees – nearly
double on both size measures. Over the same period, passengers numbers have grown 79 per cent.,
profitability has increased 88 per cent. and ex-fuel unit operating cost has remained flat. The Chief Executive
Officer’s leadership has been key to this growth and, as the Company moves into its next stage of growth with
the first of 256 Airbus A320neo Family aircraft which will see the Company become an airline of at least 300
aircraft within the next 8 years, strong leadership will continue to be critical. Following a pay benchmarking
exercise the Remuneration Committee has concluded that the Chief Executive Officer’s base salary should be
increase by 10 per cent. to CHF 750,000 with retrospective effect from 1st April 2018.
Wizz Air Holdings Plc Annual report and accounts 2018
48
GOVERNANCE
DIRECTORS’ REMUNERATION REPORT CONTINUED
Report of the Chairman of the Remuneration Committee continued
The Remuneration Committee remains committed to ensuring that the Company’s Remuneration Policy
remains an effective way to align the interests of the Directors and senior management with those of the
Company’s Shareholders and that it provides appropriate incentivisation to continue to deliver Shareholder
value. However, the Remuneration Committee also remains focused on the Company’s ultra-low-cost business
model, and the governing principle that will continue to be applied is that remuneration must be competitive
whilst not being more than is necessary to attract, retain and motivate executive management of the quality
required to continue to run the Company successfully, and that a significant proportion of remuneration
remains performance based. Indeed, this is a principle which is applied consistently throughout the Company
for almost all employees. In addition the Remuneration Committee considers that the policy should not only
be easy to understand, but also straightforward and simple to implement and administer in line with our
approach to business which seeks to keep processes and procedures as streamlined and as simple as possible.
Whilst 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 in respect of the Directors’
Remuneration Report and Remuneration Policy, underlining the Company’s commitment to adopt UK
corporate governance best practice. In line with the reporting requirements, our Remuneration Policy will be
put forward to a binding Shareholder vote at the 2018 AGM with the intention that it should apply for three
years. Following comprehensive review and consultation with major shareholders, the Remuneration
Committee is of the view that the Policy continues to achieve the aims set out above .We are therefore not
proposing any significant changes at this time, other than to introduce malus and/or clawback provisions to
both the short and long-term incentive plans. In addition, in the context of the Company’s particular structure
in which the company’s only Executive Director is a co-founder of the Company and has maintained a
significant shareholding, the Committee is of the view that there remains to be a strong alignment with
shareholders. However, it is proposed that under our policy the Remuneration Committee adopts the power
to increase this alignment through the implementation of shareholding guidelines, mandatory bonus deferral
or an additional LTIP post-vesting holding period, over the course of the policy period should it be considered
desirable to do so.
In conclusion, I would reiterate that Wizz Air continues to be proud of the strong results delivered in the 2018
financial year against a challenging industry background. We remain committed to ensuring that our
Remuneration Policy continues to incentivise delivery of outstanding results in the future, but in a way that
appropriately aligns the interests of the Directors and senior management with those of the Company’s
Shareholders. We believe that the approved Directors’ Remuneration Policy does this in a way which is
consistent with the Company’s current growth phase and its desire to bring simplicity to all areas of its
operation. Simplicity of process and practice reflects the Company’s strategy to focus on achieving the lowest
possible unit operating cost while improving customers’ experience.
As a company, we value our Shareholders’ feedback, including on remuneration matters. I was pleased that
last year’s Annual Report on Remuneration received a vote in favour from our Shareholders of 99.7 per cent.
We look forward to the continued support of our Shareholders and welcome any questions or suggestions
that you may have to further align our Remuneration Policy with the interests of our investors.
Guido Demuynck
Chairman of the Remuneration Committee
Wizz Air Holdings Plc Annual report and accounts 2018
49
GOVERNANCE
DIRECTORS’ REMUNERATION REPORT CONTINUED
Introduction
This Directors’ Remuneration Report comprises of the following three sections:
} The Directors’ Remuneration Policy (pages 50 to 54) for approval by shareholders at the Company’s AGM
in July 2018.
} The Annual Report on Remuneration (pages 54 to 59) which sets out the remuneration earned for the
2018 financial year in accordance with the Directors’ Remuneration Policy approved by shareholder at the
AGM held on 29 September 2015. The current policy, which applies up until the 2018 AGM is outlined in
the Company’s annual report for the 2015 financial year and is available to view at corporate.wizzair.com.
} The planned application of our Remuneration Policy for the 2019 financial year (pages 59 and 60),
following approval at the 2018 AGM.
The 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.
Remuneration Policy
Introduction
Our principal 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 the Long-term Incentive
Plan the Remuneration 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 Remuneration
Committee also takes into account analysts’ forecasts, economic conditions and the Remuneration
Committee’s expectation of performance over the relevant period.
The aim of the Remuneration Policy is to:
}
}
}
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.
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 customers’ 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
and a long-term incentive award of up to 250 per cent. of base salary, with payments depending 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 as well as selected fast-growing listed companies across
Europe of a similar size.
Wizz Air Holdings Plc Annual report and accounts 2018
50
GOVERNANCE
DIRECTORS’ REMUNERATION REPORT CONTINUED
Remuneration Policy continued
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.
Benefits
To attract, retain and
motivate executive
management without
paying more than
necessary.
Pension
Not applicable.
Short-term
Incentive
Plan
To incentivise the
successful execution
of the Company’s
business strategy.
To reward the
achievement of
annual financial and
operational goals.
Salaries are reviewed annually,
with any increase being
awarded at the discretion of the
Remuneration Committee.
The Executive Director’s salary
for the 2018 financial year is
detailed in the Annual Report
on Remuneration.
The Remuneration Committee
may take into account a
number of factors in deciding
whether an increase should be
made, including benchmarking
against selected airlines and
selected fast-growing listed
companies across Europe of a
similar size.
Executive Directors are
covered by the Company’s
group personal accident and
life assurance cover, which is in
place for all employees
(2x salary).
Free return tickets usable on
the route network of the Group,
consistent with the number of
free tickets made available for
all employees.
Not applicable. 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 the
Chief Executive Officer is 200
per cent. of base salary.
Currently, these performance
requirements relate to
Company profitability, on-time
performance, operating cost
and personal performance.
Framework used to assess performance
and provisions for the recovery of
sums paid
The Remuneration Committee
will consider the individual
salary 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 incentivise the
Executive Directors to focus
on cost control to achieve
profitability targets, while
delivering a reliable service
to customers.
The annual bonus is subject to
malus and/or clawback in the
event of serious misconduct
which could have served as a
reason for termination of the
employment for cause, or the
employee was involved in fraud,
dishonesty or other type of
illegal activity.
Wizz Air Holdings Plc Annual report and accounts 2018
51
GOVERNANCE
DIRECTORS’ REMUNERATION REPORT CONTINUED
Remuneration Policy continued
Executive Director remuneration continued
Future policy table: Executive Directors continued
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.
To reward strong
financial performance
and sustained
increase in
Shareholder value.
Each year, performance shares
may be granted. Awards vest
over a three-year period,
subject to the achievement of
performance targets. The
maximum face value of annual
awards will be 250 per cent. Of
base salary for the Chief
Executive Officer and the
Executive Director must remain
in office when the performance
shares vest.
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.
Long-term incentive awards are
subject to malus and/or
clawback in the event of serious
misconduct which could have
served as a reason for
termination of the employment
for cause, or the employee was
involved in fraud, dishonesty or
other type of illegal activity.
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.
Non-Executive Director remuneration
The Non-Executive Directors are only paid 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
To remunerate Non-
Executive Directors
to reflect their level
of responsibility.
Operation and opportunity
Non-Executive Directors are paid a
basic fee, plus an additional amount
for each Board meeting attended.
Additional fees are paid for the
roles of Chairman of the Audit
Committee, Remuneration
Committee, Chairman of the Board
and, with effect from 2019, the
Senior Independent Director.
Fees for Non-Executive Directors,
other than the Chairman, are
determined by the Board. Fees for
the Chairman are determined by
the Remuneration Committee
without the Chairman being
present. 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 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 2018 financial year are set out in
the Annual Report on
Remuneration.
Wizz Air Holdings Plc Annual report and accounts 2018
52
GOVERNANCE
DIRECTORS’ REMUNERATION REPORT CONTINUED
Remuneration Policy continued
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):
All amounts are determined in Swiss Francs (CHF) that for the purposes of this chart were converted into Euro at the rate of 1.17
CHF for Euro (rate at 31 March 2018).
The remuneration receivable under the LTIP as shown in the table (i) does not assume any share price movement between grant
and vesting; and (ii) for the sake of illustration it assumes that no shares would vest in the minimum scenario, 50 per cent. of
shares would vest in the expected scenario and all shares would vest in the maximum scenario.
Fixed remuneration is base salary (May 2018 level annualised, being €641,026). The annual bonus amount is
zero at minimum, €641,026 at the expected level (50 per cent. of maximum opportunity of 200 per cent.) and
€1,282,051 at maximum (200 per cent. of base salary). The long-term incentive amount is zero at minimum,
€801,282 at the expected level (50 per cent. of maximum opportunity of 250 per cent.) and €1,602,564 at
maximum (250 per cent. of base salary).
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 requiring relocation
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 payment for 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 will make any statutory payments it is
required to make. In addition, the Remuneration Committee may agree to payment of outplacement
counselling costs and disbursements (such as legal costs) if considered to be appropriate and depending 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
Six months’ notice by either party.
Termination payment
Post-termination
covenants
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
chooses 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 in addition to any
notice pay or payment in lieu of notice.
Post-termination restrictive covenants apply for
a period of one year following termination
of employment.
Non-Executive Directors
One month’s notice
by either party.
Fees and expenses
accrued up to
termination only.
Not applicable.
No such payment for loss of office was made by the Group in the year or the prior year. No payments of any
nature were made to past directors.
Wizz Air Holdings Plc Annual report and accounts 2018
53
GOVERNANCE
DIRECTORS’ REMUNERATION REPORT CONTINUED
Remuneration Policy continued
Discretion, flexibility and judgment of the Remuneration Committee
The Remuneration Committee operates the Short-term Incentive Plan and the Long-term Incentive Plan, which
include flexibility in a number of areas. These include:
}
}
}
}
}
}
}
}
}
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 the 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).
In addition, the Remuneration Committee retains the power to adopt shareholding guidelines, mandatory
bonus deferral or an additional post-vesting holding period with respect to the LTIP, over the course of the
policy period should any or all of these features be considered desirable.
Legacy arrangements
In approving this policy, authority will 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 and (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.
Shareholder approval of share plans
This policy includes any new employee share plans or amendments to existing share plans approved by
shareholders which may be applicable to this policy period.
Consideration of Shareholder views
The Remuneration Committee and the Board will consider Shareholder feedback received in relation to the
annual general meeting each year at a meeting immediately following the annual general meeting 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.
Annual Report on Remuneration
The members of the Remuneration Committee were Guido Demuynck (Chairman), Thierry de Preux, and Susan
Hooper.
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. A summary of the Remuneration Committee’s terms of reference can be found on our corporate
website, corporate.wizzair.com. Further details about the Remuneration Committee are set out on page 41 of
the Corporate Governance Report.
József Váradi, the Chief Executive Officer, and Owain Jones, the Chief Corporate Officer, attend meetings by
invitation and assist the Remuneration Committee in its deliberations as appropriate, though they are not
present when their own compensation is discussed.
Wizz Air Holdings Plc Annual report and accounts 2018
54
GOVERNANCE
DIRECTORS’ REMUNERATION REPORT CONTINUED
Annual Report on Remuneration continued
The Remuneration Committee is advised by Willis Towers Watson, which was selected following a competitive
tender process led by the Chairman of the Remuneration Committee in 2015. Willis Towers Watson attends
Committee meetings as and when required. During the 2018 financial year, Willis Towers Watson received fees
totalling GBP 91.024 for advice related to Remuneration Policy, governance, developments in executive pay,
benchmarking and performance analysis.
Willis Towers Watson is a member of the Remuneration Consultants Group and, as such, voluntarily operates
under the Remuneration Consultants Group Code of Conduct in relation to executive remuneration consulting
in the UK. The Remuneration Committee is satisfied that Willis Towers Watson offers impartial and objective
advice and brings a high degree of expertise to the Remuneration Committee’s discussions.
Shareholders’ vote on remuneration
At the 2017 annual general meeting the Annual Report on Remuneration was put forward for an advisory vote.
Details of the voting outcomes are provided in the table below:
Votes for
Votes against
Total votes
Votes withheld
Remuneration Policy
(2015 AGM)
Annual Report on Remuneration
(2017 AGM)
38,578,768
141,517
38,720,285
773,017
99.63%
0.37%
47,008,515
3,114,822
50,123,337
-
93.79%
6.21%
Executive Director’s remuneration
Full details of the Chief Executive Officer’s remuneration for 2018 are set out below (in Euros):
Single total figure of remuneration table – audited
József Váradi
József Váradi
Fees and
salary
600,762
Fees and
salary
629,622
Benefits
-
Bonus
680,543
Benefits
-
Bonus
611,191
2018
2017
LTIP
-
LTIP
-
Pension
-
Total
1,281,304
Pension
-
Total
1,240,812
Salary and bonus were paid/are payable in Swiss Francs and were converted into Euros at the average rate
applicable for the year (salary) or the rate applicable at the end of the financial year (bonus).
Base salary for the CEO remained unchanged for 2018 at CHF 682,000. Exchange rates differences between
the 2018 financial year and the 2017 financial year account for the difference in the Euro base salary amount
shown in the tables above. Differences in exchange rates in future years may affect the converted Euro figure.
There were no benefits provided to the Chief Executive Officer other than twelve free return tickets usable on
the route network of the Group, the value of which is estimated to be €1600 altogether.
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 2018 were the following:
Measures
Profit (underlying, €m)
CASK ex-fuel (€c/ASK)
On-time performance
(delay <15 mins)
Individual performance rating
Aggregate payout ratio
Weight
67%
11%
11%
11%
Target performance
Threshold*
225
2.32
76.0%
2
Target**
265
2.26
80.0%
2+
Maximum***
305
2.20
Actual
performance
275
2.26
84.0%
1
75.9%
1
Payout
ratio
125%
100%
0%
20%
117%
* There is no payment if the performance is worse than the “Threshold”. At “Threshold” there is 50 per cent. Payment of the target.
** At “Target” there is 100 per cent. Payment (being equal to twelve months’ salary in the case of the CEO).
*** If the “Maximum” is reached or exceeded then there is 200 per cent. Payment of the target.
Wizz Air Holdings Plc Annual report and accounts 2018
55
GOVERNANCE
DIRECTORS’ REMUNERATION REPORT CONTINUED
Annual Report on Remuneration continued
Executive Director’s remuneration continued
The evaluation of the Chief Executive Officer’s personal performance during the 2018 financial year took into
account factors common with those applied to all employees as part of Wizz Air’s People Cycle, namely
leadership, execution, cooperation, innovation and expertise. In the case of the Chief Executive Officer, these
factors were considered in the context of two broad categories - building the business and building the
organization. During the 2018 financial year, the business delivered 24% capacity growth and 25% passenger
growth to 30 million PAX, 24% revenue growth €1.95 billion and 22% net profit growth to €275 million, Wizz
Air UK was established and obtained its air operator’s certificate and operating license in May 2018 and the
Company completed an order for 146 additional latest-technology Airbus A320neo Family with
Airbus. Reflecting the Company’s planned growth, the Chief Executive Officer recruited and inducted Stephen
Jones as Deputy Chief Executive Officer and also enhanced the Company’s leadership capacity by creating
the Chief Technical Officer position which was filled through internal promotion and the Chief Digital Officer
position, for which the search is at an advanced stage. Taking these achievements into account, the Chief
Executive Officer was awarded a “1” performance rating, together with a small number of other members of
the Company’s management team.
As outlined earlier, the first award under the LTIP (of 250 per cent. of base salary) was made to the Chief
Executive Officer during the 2016 financial year (July 2015). The award included 73,805 Performance Options,
valued at GBP 15.72 per option share, that was the market price of the Company’s shares at the date of grant.
The exercise price of the options is nil.
Vesting is due in July 2018 subject to meeting the following performance criteria:
a) relative total shareholder return (TSR) growth versus selected European airlines (50 per cent. weighting); and
b) absolute fully diluted earnings per share (EPS) growth of the Company (50 per cent. weighting).
The TSR group consists of the following entities: Ryanair and EasyJet (50 per cent. weighting); AirFrance-KLM,
Air Berlin, Deutsche Lufthansa, Finnair, Flybe, IAG and SAS (50 per cent. weighting). Aer Lingus has been
removed from the group following acquisition by IAG and subsequent delisting in September 2015.
25 per cent.of the award will vest for median performance and 100 per cent. of the award will vest for
performance equal to or exceeding the upper quartile. There will be no vesting for performance below median
and linear interpolation will apply for performance between the median and upper quartile.
With respect to the EPS growth measure, 25 per cent. of the award will vest for threshold average annual
growth of 14 per cent., 50 per cent. will vest for target average annual growth of 17 per cent. and 100 per cent.
will vest for maximum average annual growth of 20 per cent. Linear interpolation applies for performance
between threshold and target and target and maximum.
The second award under the LTIP (of 250 per cent. of base salary) was made to the Chief Executive Officer
during the 2017 financial year (June 2016). This award included 85,270 Performance Options, valued at GBP
14.80 per option share at the date of grant. Vesting is due in June 2019 and is subject to the same performance
criteria as the first award. However, the EPS threshold, target and maximum average annual growth rates were
revised slightly versus the July 2015 grant to 14.2 per cent., 17.2 per cent. and 20.2 per cent., respectively.
The third award under the LTIP (of 250 per cent. of base salary) was made to the Chief Executive Officer
during the 2018 financial year (June 2017). This award included 70,698 Performance Options, valued at GBP
22.00 per option share at the date of grant. Vesting is due in June 2020 and is subject to the same performance
criteria as the first and second award. However, the EPS threshold, target and maximum average annual
growth rates were revised versus the June 2016 grant to 25 per cent., 28 per cent. and 31 per cent., respectively.
No remuneration is shown for LTIP options in the table above for “single total figure of remuneration”, since
no shares vested in the 2017 and 2018 financial years. The first LTIP award made in the 2016 financial year (July
2015), and which is due to vest in the 2019 financial year (July 2018,) will be disclosed in the single total figure
of remuneration for the 2019 financial year in next year’s report.
As outlined in the 2015 annual report, 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. Of these,
1,755,075 were exercised during the 2015 financial year. The remaining 165,000 (vested) options were
exercised in the 2018 financial year – hence the Chief Executive Offices does not any longer hold options from
the ESOP.
Wizz Air Holdings Plc Annual report and accounts 2018
56
GOVERNANCE
DIRECTORS’ REMUNERATION REPORT CONTINUED
Annual Report on Remuneration continued
Executive Director’s remuneration continued
The following performance graph shows the Company’s total shareholder return compared to the FTSE 250
index for the last two financial years following IPO. TSR is defined as share price growth plus reinvested dividends.
Source: DataStream Return Index
1
Growth in the value of a hypothetical £100 holding over three years FTSE 250 comparison based on one month average of
trading day values. Source: DataStream.
In the tables below we provide a five-year overview of the Chief Executive Officer’s remuneration and the
change in the Chief Executive Officer’s remuneration compared to that of all employees.
Five-year overview of Chief Executive Officer remuneration
Financial year
2014
2015
2016
2017
2018
Single figure
of total
remuneration
Euro
1,462,212
1,607,587
1,812,883
1,240,812
1,281,304
Performance
bonus
achieved
against
maximum
possible
LTIP shares
vesting
against
maximum
possible*
97%
91%
95%
48%
58%
N/A
N/A
N/A
N/A
N/A
*
Share options were last issued to the CEO in the 2012 financial year. The vesting period was three years but there were no
performance conditions other than being in employment during the vesting period.
Change in the remuneration of the Chief Executive Officer compared to that of all other employees
Salary and fees
Benefits
Bonus
Total remuneration
Chief Executive Officer
2018 (euro)
600,762
-
680,543
1,281,304
2017 (euro)
629,622
-
611,191
1,240,812
Change
-4.6%
N/A
+11.3%
3.3%
Total employees
Change**
+6.4%
-20.4%
+84.4%
+7.9%
* Benefits represented an insignificant part, approximately only 1 per cent., of the employee pay in these two years.
** Per employee, excluding the Chief Executive Officer.
The decrease in the Chief Executive Officer’s base salary in euro terms was attributable to exchange rate
differences between the 2018 financial year and the 2017 financial year.
In 2018 the higher level of payout on the bonus (Short-term Incentive Plan) caused the increase in the total
remuneration both for the Chief Executive Officer and for other employees. This impact was stronger for other
employees than for the Chief Executive Officer because in 2018 more Officers were entitled to bonus (due to
all Officer positions being filled and also one new Officer position being established during 2018).
Total employee remuneration changed from €77.9 million in the 2017 financial year to €106.8 million in the
2018 financial year (see Note 7 to the financial statements), being a 37.0 per cent. increase year-on-year. This
was driven also by the 24.4 per cent. increase in employee numbers (excluding rented pilots).
There were no dividends or share buybacks in the 2018 financial year or the 2017 financial year, and therefore
disclosure of ‘relative importance of spend on pay’ has not been included.
Wizz Air Holdings Plc Annual report and accounts 2018
57
GOVERNANCE
DIRECTORS’ REMUNERATION REPORT CONTINUED
Annual Report on Remuneration continued
Non-Executive Director remuneration
The Chairman and Non-Executive Directors are paid only Directors’ fees, full details of which are set out below:
Single total figure of remuneration table – audited
William A. Franke
Stephen L. Johnson
John R. Wilson
Thierry De Preux
John McMahon
Simon Duffy
Guido Demuynck
Susan Hooper
Wioletta Rosołowska*
Total
*
Joined on 1 June 2016.
William A. Franke
Stephen L. Johnson
John R. Wilson
Thierry De Preux
John McMahon
Simon Duffy
Guido Demuynck
Susan Hooper
Wioletta
Rosołowska*
Total
Fees and
salary
€
72,500
47,500
47,500
47,500
45,000
66,250
60,000
47,500
36,429
470,179
Fees and
salary
€
67,500
37,500
40,000
42,500
42,500
58,750
52,500
40,000
33,333
414,583
2018
2017
Bonus
-
-
-
-
-
-
-
-
-
-
Bonus
-
-
-
-
-
-
-
-
-
Benefits
-
-
-
-
-
-
-
-
-
-
Benefits
-
-
-
-
-
-
-
-
-
-
-
LTIP
-
-
-
-
-
-
-
-
-
-
LTIP
-
-
-
-
-
-
-
-
-
-
Pension
-
-
-
-
-
-
-
-
-
-
Pension
-
-
-
-
-
-
-
-
-
-
Total
€
72,500
47,500
47,500
47,500
45,000
66,250
60,000
47,500
36,429
470,179
Total
€
67,500
37,500
40,000
42,500
42,500
58,750
52,500
40,000
33,333
414,583
Total Directors’ remuneration (Executive and Non-Executive) (audited)
Total remuneration of Directors for the period was €1,751,483 (2017: €1,655,395). This is the sum of the two
single figure tables set out above.
Our Conflict of Interest policy prohibits any other employment (for all employees) on top of the employment
at Wizz. Therefore in case of the Chief Executive Officer any additional directorship would require specific
permission of the Chairman of the Board. The Chief Executive Officer joined the board of JetSMART SpA in
March 2018 as a non-executive director, with the approval of the Board. The Chief Executive Officer does not
receive any fee for his role as a non-executive director of JetSMART.
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, other than Susan Hooper, 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 2018 are set out below:
Wizz Air Holdings Plc Annual report and accounts 2018
58
GOVERNANCE
DIRECTORS’ REMUNERATION REPORT CONTINUED
Annual Report on Remuneration continued
Directors’ shareholdings continued
Directors and connected persons’ interests in shares – audited
Director
William A. Franke(1)
József Váradi (2)
Thierry de Preux
Guido Demuynck
Simon Duffy
Stephen L. Johnson
John Mc Mahon
John R. Wilson
Direct
ownership
Number of
Ordinary
Shares
82,917
10,500
51,384
5,250
5,250
52,750
14,750
59,083
Interests
Number of Ordinary
Shares
15,074,750
1,925,000
-
-
-
-
-
-
Number of
Convertible
Shares
29,830,503
-
-
-
-
-
-
-
Total Ordinary Share
interests
15,157,667
1,935,500
51,384
5,250
5,250
52,750
14,750
59,083
(1) Mr Franke is deemed to be interested in all of the Ordinary Shares and Convertible Shares held by Indigo Hungary LP, Indigo
Maple Hill LP, Indigo Hungary Management LLC and Bigfork Partners LLC for the purposes of section 96B of the Financial
Services and Markets Act 2000. Indigo Hungary LP and Indigo Maple Hill LP also hold 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.
There has been no change to the interests of each of the Directors set out above since 31 March 2018 to the
date of the notice of the 2018 annual general meeting.
Application of the Remuneration Policy in the 2019 financial year
a) Chief Executive Officer’s base salary
The Chief Executive Officer’s salary was last increased in 2015 following the Company’s initial public offering.
Following a detailed review of his remuneration package relative to pay benchmark peer groups and
considering his exceptional performance since the IPO which has seen the Company deliver record profitability
and share price growth, the Committee considers that an increase in base salary of 10% from CHF 682,000 to
CHF 750,000 to be appropriate.
b) Short-term Incentive Plan
The Chief Executive Officer is eligible to receive a cash bonus of up to 200 per cent. of base salary in respect
of the 2019 financial year. The actual cash bonus received will continue to depend on the achievement of
certain performance criteria including underlying profit after tax (80 per cent.), on-time performance (10 per
cent.) and ex-fuel cost per available seat kilometre (10 per cent.).
The Remuneration Committee believes that the specified performance criteria are sufficiently challenging
compared to the Company’s business plan. The annual bonus targets are commercially sensitive and therefore
will be disclosed in the 2019 Remuneration Report following the completion of the financial year provided that
they are no longer commercially sensitive.
c) Long-term Incentive Plan
An award of performance shares of up to 250 per cent. of base salary will be made to the Chief Executive
Officer following approval of policy at the 2018 annual general meeting. Awards will vest following a three-
year performance period and be subject to the same type of performance criteria as the 2017 award as follows:
a) relative total shareholder return (TSR) growth versus selected European airlines (50 per cent. weighting); and
b) absolute fully diluted earnings per share (EPS) growth of the Company (50 per cent. weighting).
The TSR group will consists of the following entities: Ryanair and EasyJet (50 per cent. weighting);
AirFrance-KLM, Deutsche Lufthansa, Finnair, IAG and SAS (50 per cent. weighting). 25 per cent.of the award
will vest for median performance and 100 per cent. of the award will vest for performance equal to or
exceeding the upper quartile. There will be no vesting for performance below median and linear interpolation
will apply for performance between the median and upper quartile.
With respect to the EPS growth measure, 25 per cent. of the award will vest for threshold average annual
growth of 11 per cent. and 100 per cent. will vest for maximum average annual growth of 29 per cent. Linear
interpolation applies for performance between threshold and maximum.
Wizz Air Holdings Plc Annual report and accounts 2018
59
GOVERNANCE
DIRECTORS’ REMUNERATION REPORT CONTINUED
Application of the Remuneration Policy in the 2019 financial year continued
d) Chairman and Non-Executive Directors’ fees
Following a review of Non-Executive Director and Chairman fee levels against external pay benchmarks and
noting that Non-Executive Director and Chairman fees have remain unchanged since before Wizz Air’s initial
public offering in 2015, the Board deemed it appropriate to increase the Non-Executive Directorship fee from
€25,000 to €30,000 per annum and the Board attendance fee from €2,500 to €5,000 for each Board full
Board meeting attended, for the financial year ending 31 March 2019.
Simon Duffy, as Chairman of the Audit Committee, will continue to receive an additional fee of €18,750 per
annum for taking on that role. Guido Demuynck, as Chairman of the Remuneration Committee will continue to
receive an additional fee of €12,500 per annum for taking on that role. John McMahon, as Senior Independent
Director will receive an additional fee of €10,000.
In addition, the Board deemed it appropriate for William A. Franke, as Chairman, to receive a fee of
€235,000 (all inclusive) per annum for taking on that role. As noted above, the current Chairman’s fee of
€75,000 (which comprises of the Non-Executive Directorship fee of €25,000, an additional €25,000 for
taking on that role plus meeting attendance fees) has remained unchanged since before Wizz Air’s initial
public offering in 2015 and, following the benchmarking exercise by WillisTowersWatson, was found to
be significantly below even the lowest non-executive Chairman’s fee for FTSE 250 companies. Given the
significantly greater size, complexity and value of the Company since that date and the increased time
commitment of the Chairman to the Company, the increase will bring the Chairman’s fee in line with the
median, which is consistent with the Company’s general policy on pay.
The Non-Executive Directors will also be reimbursed for all proper and reasonable expenses incurred in
performing their duties.
Other disclosures
Directors’ service agreement and letters of appointment
Executive Director
The Chief Executive Officer entered into a new service agreement with the Geneva branch of Wizz Air Hungary
Ltd. (WAHL) on 15 December 2015, for a period of five years, subject to earlier termination upon six months’
notice by either party. WAHL also has the right to terminate Mr Váradi’s employment with immediate effect
by payment in 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 addition to any notice pay or payment in lieu of notice.
Non-Executive Directors
The Company entered into letters of appointment with each of its Non-Executive Directors on 4 June 2014, other
than Ms. Susan Hooper who was appointed as a Non-Executive Director on 1 March 2016, which became effective
on completion of the IPO for a term of three years. This term was extended for a further three years, effective
from 2 March 2018. 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. Re-
appointment will be reviewed annually.
In accordance with the terms of the letters of appointment, 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 both during the appointment and after termination.
On behalf of the Board
Guido Demuynck
Chairman of the Remuneration Committee
23 May 2018
Wizz Air Holdings Plc Annual report and accounts 2018
60
GOVERNANCE
CORPORATE RESPONSIBILITY
Strong corporate culture supporting our growth
Wizz Air’s culture is something of which we are very proud. At its very heart is a common understanding of
Wizz Air’s mission:
We believe that travel provides opportunities that can make life and the world around us better. That’s
why, at WIZZ, we’re committed to making sure that everyone, everywhere can benefit from travel at
the lowest prices possible, and to setting high benchmarks in safety and reliability.
This mission reflects the engagement of every colleague in the Wizz Air team and the pride everyone feels at
working at Wizz Air. It is a mission that everyone is working towards every day and is supported by Wizz Air’s
four corporate values:
}
Inclusivity: we collaborate together to achieve our goals
} Positivity: we are an optimistic, happy, inspired and inspiring team
} Dedication: we have an entrepreneurial ‘can do’ attitude: we take individual and collective ownership and
are accountable for everything we do.
}
Integrity: we hold ourselves to the highest possible standards of business ethics in everything we do
These values underpin Wizz Air’s identity and ambition, as well as those of the WIZZ team. We strive to embed
them into every layer of our organization. Wizz Air is different, Wizz Air is special and, now more than ever, as
we continue to grow at an exceptional rate, maintaining our unique culture is something that we all want to
see continue.
Our Approach
As one of the fastest growing airlines in Europe and the largest low-cost airline in Central and Eastern Europe,
Wizz Air’s ultra low cost business model means that we are able to offer the lowest fares to our customers and
that, in turn, makes flying affordable for more people than ever before and offers the opportunity to travel to
as many people as possible. However, we are also conscious of the many economic, social and environmental
developments impacting our communities and have a number of initiatives. Our initiatives can be summed up
in four pillars: Safety, the Environment, Society and Economy.
WIZZ cares for your safety
Since its first flight in 2004, Wizz Air’s number one priority has been the safety and security of its operations.
We have has devoted time and resources to ensure that our safety culture and safety procedures are world-
class and we continuously develop our processes, training programmes and monitoring systems to ensure
that they remain so.
Managing safety
Our Safety and Security teams are embedded in our business to ensure the robust management of Wizz Air’s
safety management system and to maintain constant and open dialogue with our regulatory authorities.
Wizz Air has been registered under the International Air Transport Association (IATA), Operational Safety Audit
(IOSA), the global benchmark in airline safety recognition since May 2016. The IOSA program is an internationally
recognized and accepted evaluation system which assesses the operational management and control systems
of an airline, using over 900 standard criteria. The 15-month IOSA certification period includes training sessions,
internal gap analyses and rectifications and an independent audit by an IATA-certified organization.
Reducing fatigue risks
Wizz Air continuously monitors and assesses the risk of fatigue to guarantee safe flight operations. Its Crew
Management system incorporates fatigue-related information into its decision-making to improve the
identification of fatigue risk. It also generates continuous reports allowing Wizz Air to track and control fatigue
in its operations. Fatigue reports are evaluated on a monthly basis by the Safety Action Group and Fatigue
Team.
Dealing with unruly passengers
Wizz Air has a very strict policy against disruptive behaviour on board. Its Unruly Passenger Policy is included
in the Cabin Attendant Manuel and all crew members are trained to monitor passenger behaviour in order to
detect and prevent possible unruly behaviour and ensure a safe flight. They also receive extensive conflict
management and self-defence training. Partnering airport handlers are educated on the relevant parts of the
policy and are encouraged to filter people displaying potentially disruptive behaviour in the check-in or at the
gate. Passengers who were involved in disruptive behaviour are put on a no-fly list. Wizz Air’s Unruly Passenger
Policy is regularly revised based on evaluation of the most common issues. In an effort to further discourage
unruly behaviour, in particular smoking on board, Wizz Air has started a customer communications campaign,
both in airports and aircraft, as well as on our online channels.
Wizz Air Holdings Plc Annual report and accounts 2018
61
GOVERNANCE
CORPORATE RESPONSIBILITY CONTINUED
WIZZ cares for the environment
WIZZ knows that the aviation industry has a responsibility to take steps to minimise its effects on the
environment. Our business model, which continuously assesses and implements innovative technologies,
decreases our environmental footprint and, with our order for 256 ultra-efficient Airbus A320neo Family
aircraft starting deliveries in 2019, our environmental footprint will continue to decrease.
Maintaining a young and efficient fleet
Since its very first flight in 2004, Wizz Air has always operated the Airbus A320 family of aircraft and currently
owns one of the youngest fleets in Europe with an average age of 4.4 years2. WIZZ has not only one of the
youngest fleets, but also one of the most efficient. The Airbus A321ceo, which WIZZ introduced in November
2015, is the most efficient single aisle aircraft with the lowest fuel consumption per seat in its category. The
A321ceo is 15% more fuel-efficient compared to other single aisle aircraft currently in service. It also delivers
lower CO2 emissions and lower noise levels.
Most of Wizz Air’s fleet of Airbus A320 family aircraft is powered by the V2500 engine offered through IAE
International Aero Engines AG. The V2500 engine is the most environmentally friendly engine in its class –
offering the lowest total emissions resulting from the lowest fuel burn, and it is also the quietest engine in this
sector.3 In 2017, Wizz Air started to implement a modification of the engine computer, which helps us reduce
the idle thrust during taxi, thus reducing the environmental impact in the airport perimeter.
Our policy of operating the newest, most efficient aircraft will remain as we continue to grow – fuel efficiency
is good for our business, good for the environment and good for our customers, as it means we can continue
to offer our lowest fares. Wizz Air ordered 110 latest-technology Airbus A321neo aircraft in 2015 and a further
146 Airbus A320neo family aircraft in 2017. The first of these ultra-efficient new aircraft is scheduled for delivery
in early 2019, with these new, latest-technology aircraft expected to deliver a fuel burn advantage of 16% per
seat compared to even the A321ceo, translating to a cut in carbon emissions by over 5,700 metric tonnes per
aircraft per year, and will also cut our aircraft noise footprint by up to 75%.
Implementing fuel saving initiatives
Wizz Air’s fleet is not only one of youngest fleets flying in Europe today, it is also highly efficient. Efficiency
means lower unit operating costs and this ensures customers are offered the lowest fares. One of the ways
that we can reduce each customer’s environmental footprint is to ensure that, by offering the lowest prices,
our aircraft fly with as many passengers on board as possible. This is referred to as the “load factor” and we
have seen our load factor continuously improving over the past few years. The average load factor of Wizz Air
in the 2018 financial year was 91.3%, increasing from 90.1% in 2017. We aim to increase this by 1% during the
2019 financial year.
WIZZ is currently implementing over 60 fuel saving initiatives to make sure that we minimise our fuel
consumption. While undeniably good for business, it also means that we operate in as environmentally friendly
a way as possible. Since 2012 we implemented several projects and initiatives, including the improvement of
economic flying speed, descent optimization and zonal drying, which add up nearly 100,000 tons reduction
of CO2 emissions per year, or over 3% per aircraft per year.
A major initiative is the use of sharklets a type of Airbus blended winglet devices, intended to improve the
efficiency of an aircraft and reduce interference drag at the wing. On average, sharklets can reduce the fuel
burn by up to 4% when compared to wingtip fences, which may correspond to an annual saving of 900 tonnes
of CO2 per aircraft according to Airbus4. At the end of FY18, over 60% of Wizz Air’s fleet was equipped with
sharklets. This number will grow as we phase out older aircraft and, as all of our brand-new Airbus A321ceo
and A320neo Family aircraft will be delivered with sharklets, 100% of our fleet will be equipped with sharklets
by 2014. Furthermore, as the saving potential of sharklets is higher on longer routes, Wizz Air always deploys
aircraft equipped with sharklets for long distances.
As a result of the numerous fuel-saving initiatives, Wizz Air is proud to have one of the lowest emission rates
in European airline industry. In the 2018 Financial Year, our carbon emissions per passenger kilometre were
59.9 grams, down from 61.5 grams in the prior financial year.
2 Data of 31 March 2018
3 http://i-a-e.com/environment.html
4 http://www.airbus.com/newsroom/press-releases/en/2013/10/airbus-launches-sharklet-retrofit-for-in-service-a320-family-
aircraft.html
Wizz Air Holdings Plc Annual report and accounts 2018
62
GOVERNANCE
CORPORATE RESPONSIBILITY CONTINUED
WIZZ cares for the environment continued
Implementing fuel saving initiatives continued
CO2 emission (g/RPK)
70
65
60
55
FY13
FY14
FY15
FY16
FY17
FY18
Limiting our paper use
The Wizz Air Electronic Flight Bag (EFB) project aims to minimize the amount of paper-based documents and
increase efficiency in the cockpits of our aircraft. Before we started using EFB, every flight deck of every
aircraft in our fleet contained over 25.000 pages of documentation, of which several pages needed to be
updated on a regular basis. Now, they are now equipped with 2 Panasonic FZ-G1 Touchpad tablets, containing
all mandatory manuals, as well as some informational materials and company-issued documents.
The long-term EFB project also includes the development of an e-loadsheet, as well as connectivity between
aircraft avionics and the tablets, which will further reduce paper useWizz Air also plans to introduce an
electronic quick reference handbook and checklists and to replace the hard copy operational flight plan and
operational logs and forms with electronic versions as well.
WIZZ cares for the people around us
Wizz Air’s operations can affect many people’s lives – those of our colleagues, our passengers and residents
of the communities we serve. We are continuously developing our services to enhance our customer
experience and to support the communities where we operate, but we also work hard to offer new and
outstanding career development support and opportunities for both current and potential WIZZ employees.
We believe that our diverse team is the company’s greatest asset, therefore, we are committed engaging with
our colleagues and increase our already high employee satisfaction rate.
Engaging our employees
We want Wizz Air to be not just a great airline, but a great airline to work for. As at 31 March 2018, Wizz Air
employs over 4000 employees across its network, consisting of approximately 2600 cabin crew, 1200 pilots
and 300 office employees. In order to measure the satisfaction level of our employees, we conduct a regular
employee engagement survey, asking for their feedback on major employment topics. The Employee Feedback
Survey carried out in January 2018 had a participation rate of over 70%, and showed that our employees are
highly engaged and that Wizz Air is their employer of choice. The general satisfaction within the WIZZ Team
was 79%, which is 21% higher than the average engagement rate measured in Europe and 18% higher compared
to global results5. Overall, 89% of the WIZZ Team is optimistic about the future of our company.
Wizz Air offers a competitive salary and rewards the exceptional performance of a number of employees with
its annual Leadership Awards. The winners of the awards receive a number of zero-cost share options which
can be exercised after a three year vesting period. From time to time, employees may receive free tickets for
use throughout Wizz Air’s network, to celebrate exceptional company performance or milestones.
As the company continues to grow and the number of operational bases and countries increases, so the
importance of internal communication increases. A regular bi-weekly electronic newsletter is distributed to all
employees, containing business updates as well as news about local team events and individual
accomplishments of our team members.
As people are Wizz Air’s most important asset, we are continuously looking to implemented new initiatives to
further engage our team and better their work experience. Over the course of the past years, the company
introduced a bigger variety in roster patterns for the Flight Crew, a WIZZ Star Crew recognition program for
Cabin Crew and more transparency on open vacancies within the company, amongst many other
improvement projects. We are keen that the talented people who make up the WIZZ Team are able to develop
their careers at Wizz Air and it is gratifying to see a number of colleagues developing their careers by moving
between the operations department and office and vice versa.
5 Based on the 2017 TRENDS IN GLOBAL EMPLOYEE ENGAGEMENT report by Aon: www.aon.com/engagement17
Wizz Air Holdings Plc Annual report and accounts 2018
63
GOVERNANCE
CORPORATE RESPONSIBILITY CONTINUED
WIZZ cares for the people around us continued
Recruiting and developing talents
Wizz Air is continuously recruiting people who are passionate about the aviation industry. The company
recruited 1,125 new employees in the 2018 financial year – an impressive 3.1 new colleagues joining the company
daily.
We strongly invest in the recruitment of talented pilots, via the Wizz Air Cadet Program, a partnership with
BAA Training, which offers young, passionate candidates the required training and a letter of engagement
after successful completion. During the 2018 financial year, Wizz Air took things a stage further with the launch
of the Wizz Air Pilot Academy in Poland and later in Romania, which provides financial support, including
partial sponsorship, to motivated cadets during their initial training.Pilot Academy cadets who successfully
graduate from the program can begin their employment at Wizz Air as Pilot Trainees. The programme will be
rolled out across other Wizz Air base countries in the coming months.
Wizz Air recently implemented a new standardized Training & Development program and Talent Management
process for its office employees, allowing for an improved formal, systematic evaluation based on agreed
performance goals and a greater focus on each employee’s potential to develop their career with Wizz Air. In
the past 12 months, there have been several examples of internal career progression at both an employee and
management level. These promotions reflect Wizz Air’s principle that talent, commitment and results should
result in career progression.
Committing to diversity and equal opportunities
Since Wizz Air’s foundation in 2003, the company has treated existing and potential employees fairly,
regardless of anything not related to their professional abilities and irrespective of their race, gender or age.
During the recruitment and selection process, we evaluate professional factors including experience and
qualifications in the light of the relevant job requirements and this principle remains throughout employment
with Wizz Air. We expect all of our colleagues to adhere to these same principles, which are set out in The
Wizz Way, our Code of Ethics, along with the expected standards of behaviour for every member of the WIZZ
team.
We value diversity: our international team of over 4000 colleagues brings together more than 45 different
nationalities. At Board level, the nine current Directors are from six different countries and the Company’s
Leadership Team of nine Officers are also from six different countries.
Within Wizz Air, the overall male to female ratio is balanced, with 55% women working at Wizz Air.
Gender Diversity
Total
Office employees
Flight Crew
Cabin Crew
Men
Women
0%
20%
40%
60%
80%
100%
Wizz Air’s continues to strive for equal and non-discriminatory opportunities for all, and is committed to
recruiting both women and men to key positions within its organization. In this past financial year, in a total of
72 office hires, 48.6% were women. Additionally, more than a quarter (28%) of all newly appointed Department
Heads were female and recruitment advisers are instructed to ensure that there is always at least one female
candidate in the short list for senior management positions.
While we currently have no female Officers within the Leadership Team, one of our nine current Directors is
female and, as the Board searches for additional Directors, it pays particular attention to ensuring its increased
gender diversity.
WIZZ Foundation
During the 2018 financial year, Wizz Air decided to implement the WIZZ Foundation, an official funding entity
set up in Hungary, with the aim of supporting Wizz Air’s employees, their family members and the broader
community in four different areas: Health, Education, Child Care and Emergency Aid. The board of trustees
consists of 3 members drawn from Cabin Crew, Flight Crew and Office.
Wizz Air Holdings Plc Annual report and accounts 2018
64
GOVERNANCE
CORPORATE RESPONSIBILITY CONTINUED
WIZZ cares for the people around us continued
Supporting our communities
Wizz Air understands that affordable air travel is not enough to change the world. That is why we support our
colleagues’ efforts to work with a variety of charitable activities to help local communities in the WIZZ network.
These activities range from collecting donations to help families in Poland, supporting children’s medical
services or donating blood in Hungary, creating better education conditions in Romania or giving presents to
orphans in Macedonia.
Wizz Air also aims to support the personal development of young graduates via its annual Wizz Youth
Challenge, organised for the first time in May 2017. This case study competition offers an interesting challenge
to young graduates all over Europe, giving them a chance to develop a project or idea in a real business
environment, and present their cases in front of a jury of industry professionals, gaining useful feedback and
valuable experiences for their further development. The second WIZZ Youth Challenge will be held in May
2018. Each member of the winning team receives unlimited travel on the Wizz Air network for a year.
As a company, we keep ourselves lean and efficient – and we strive to give people across our network the
chance to do the same. Because we believe that, just like affordable travel, a healthy and active lifestyle should
be available to everyone. We are proud to sponsor several Central and Eastern European running events,
including the Budapest Half Marathon, our flagship event, and races in Debrecen, Cluj-Napoca, Sofia, Skopje,
Kyiv and Katowice. We also actively promote this healthy lifestyle amongst our employees, by offering them
the chance to join these events to represent Team WIZZ across Central and Eastern Europe.
WIZZ cares for the economy
WIZZ knows affordable air travel can improve the lives of many travellers. But it’s easy to forget how it can
change a destination too. Few things are as good for an economy as direct air links – particularly when those
air links are at Wizz Air’s lowest fares. And as more and more people have access to affordable air travel, these
travellers boost the economy of the places they visit.
Creating job opportunities
Wizz Air not only provide job opportunities to over 4000 aviation professionals inside its organisation, but,
through our ever-growing network and operations, we also create numerous new jobs at more than 140
destinations. ACI guidelines suggest that 750 on-site jobs need to be created for every 1 million passengers
carried per year. Based on this, WIZZ supported the creation of over 22.000 local jobs in financial year 2018,
carrying 29.6 million passengers on its low-fare routes.
Furthermore, in accordance to its ULCC model, Wizz Air chooses to outsource many supporting tasks in all
levels of the organisation to local, external partners, working in close collaboration with over 5000 contracted
service providers across its network.
Boosting traffic and tourism
Across Wizz Air’s network, there are several locations where there were no regular air services before Wizz
Air, or where Wizz Air made a significant difference in traffic numbers. After Wizz Air opened its base in Varna,
Bulgaria in 2017, the airport saw a double-digit rise in passengers’ traffic, reaching almost 2 million passengers.
In Macedonia, largely thanks to Wizz Air’s continued investments, passenger numbers have tripled in the last
ten years and flying interest has boosted. Another example is the Kutaisi International Airport in Georgia, where
in 2017 more than 75% of all passengers were served by Wizz Air. Since the company opened its base in Kutaisi
in September 2016, the airport’s traffic numbers have more than doubled, from 182,000 passengers in 2015 to
405,000 in 2017.
Protecting honest and fair business
Wizz Air has implemented internal procedures and measures designed to ensure compliance with all relevant
anti-corruption regulations. The Company’s Anti-Corruption Policy sets out the company’s principles,
prohibitions and practical guidelines relating to bribery or corrupt practices, in order to avoid any corrupt or
improper business practice, for which there is policy of zero tolerance, as well as the avoidance of conflicts of
interest for employees. These policies are part of the mandatory annual training for all WIZZ employees,
ensuring that all employees are up-to-date.
Wizz Air Holdings Plc Annual report and accounts 2018
65
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 2018.
Results and dividend
The results for the year are shown on page 78.
The Directors do not recommend the payment of a dividend (2017: nil). The directors consider that currently
the existing reserves of the Group can be best utilised in supporting the significant planned future growth of
the Group.
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
} William A. Franke
}
John R. Wilson
} Stephen L. Johnson
}
John McMahon
} Thierry de Preux
} Simon Duffy
} Guido Demuynck
} Susan Hooper
} Wioletta Rosolowska (resigned with effect from 9 February 2018)
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 24. Principal
risks and uncertainties facing the Group are described on pages 25 to 29. 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 2018, the Group held cash and cash equivalents of €979.6 million while net current assets were
€572.6 million. Other than convertible debt with a balance of €26.9 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 is expected to be able to meet its
commitments and obligations for at least the next twelve months from the date of signing this report.
Accordingly, they continue to adopt the going concern basis in preparing these financial statements.
Viability
In accordance with provision C.2.2 of the UK Corporate Governance Code (2014), the Directors have assessed
the prospects and the viability of the Group over a three-year period to March 2021. The Directors have
determined that the three-year period was the appropriate period because (i) Wizz Air has a fast expanding
business which gives less certainty of certain key forecasting assumptions over a longer period; and (ii) the
Group’s strategic planning process traditionally covers three years.
Assessment of prospects
The Group’s prospects are assessed by management and the Board primarily through the strategic planning
process. This three-year plan takes into account the current position of the Group, includes the fully detailed
annual operating plan for the financial year starting (in this case for the year ending March 2019) and then,
building on it, a sufficiently detailed bottom-up forecast for further two financial years. The Board participates
fully in the process by aligning the key assumptions and the topline financial targets, reviewing and approving
the annual operating plan, and reviewing and acknowledging the three-year plan.
The plan takes into account the existing aircraft order book of the Group that defines a programmed growth
for several years ahead. Financing of future aircraft deliveries is already secured with lease contracts until the
end of 2018. The Directors believe that the growth assumptions are justified also from the demand side, as the
Group continues to execute its core strategy that is to have lower cost than any of its competitors, and with
low prices stimulate further demand for its services both in existing and new markets.
Wizz Air Holdings Plc Annual report and accounts 2018
66
GOVERNANCE
DIRECTORS’ REPORT CONTINUED
Viability continued
Assessment of viability
Although the strategic plan reflects management and the Directors’ best estimate of the future prospects of
the business, they have also tested the resilience of the business to unfavorable deviations of certain key
variables from the base case scenario. In defining these scenarios the Directors took into account the principal
risks that could prevent the Group from delivering on its strategy and financial targets, as summarised on
pages 25 to 29 in the Strategic Report.
As part of this assessment, the Directors made the following key assumptions / caveats:
}
there will not be a prolonged grounding of a substantial portion of the aircraft fleet; and
} with regards to the expected departure of the UK from the European Union, the terms of exit will be such
that will allow the Group to continue to operate broadly the same network to/from the UK as at present
(due also to the new UK airline entity established and successfully licensed by April 2018).
The Directors assessed the potential financial impacts of severe but plausible scenarios that the Group could
experience. The scenarios included significant increase in jet fuel prices, significant strengthening of the
US Dollar and weakening of the British Pound to the Euro, decreasing unit revenues, increasing crew costs,
and a combination of these factors. While several risks can impact revenues, increased competition in key
markets was considered the most important risk both in terms of likelihood and potential impact.
The results of the testing showed that, due to the strong competitive position, operating cash flows and
existing reserves of the Group, it would be able to withstand the impact of these scenarios over the period of
the financial forecasts.
Viability statement
Based on this assessment, the Directors have a reasonable expectation that the Group will be able to continue
in operation and meet its liabilities as they fall due over the period to March 2021.
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 2019
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.
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 2018, the Company had 72,746,171 Ordinary Shares of £0.0001 each in issue, each with one vote,
and 29,830,503 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;
Wizz Air Holdings Plc Annual report and accounts 2018
67
GOVERNANCE
DIRECTORS’ REPORT CONTINUED
Capital structure continued
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 2018 financial year 341,200 new Ordinary Shares were allotted for cash, all on a non-pre-emptive
basis. These were allotted pursuant to the exercise of share options by the employees of the Group.
The aggregate nominal value of the Ordinary Shares allotted for cash in the 2018 financial year was £34.
The aggregate cash consideration received by the Company for the allotment of the Ordinary Shares was
£1.0 million.
Corporate governance statement
The corporate governance statement, prepared in accordance with rule 7.2 of the UK Listing Authority’s
Disclosure Guidance and Transparency Rules sourcebook, can be found in the Wizz Air Holdings Plc Corporate
Governance Report on page 32. The Wizz Air Holdings plc Corporate Governance Report forms part of this
Wizz Air Holdings plc Directors’ Report and is incorporated into it by this reference.
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)
Directors’ waivers of emoluments
Directors’ 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 interim
management
statements (for Q1 and
Q3) and in its half-year
results. 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 9.2.2.AR(2)(a))
Governance Report.
For and on behalf of the Board
József Váradi
Chief Executive Officer
23 May 2018
Wizz Air Holdings Plc Annual report and accounts 2018
68
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
United Kingdom
Share registrar
Computershare Investor Services (Jersey)
Limited
Queensway House
Hilgrove Street
St Helier
Jersey
JE1 1ES
Financial public relations
FTI Consulting
200 Aldersgate Street
London
EC1A 4HD
United Kingdom
Principal legal advisers
Latham and Watkins (London) LLP
99 Bishopsgate
London
EC2M 3XF
United Kingdom
Joint corporate brokers
Barclays Bank PLC
1 Churchill Place
London
E14 5HP
United Kingdom
J.P. Morgan Cazenove
25 Bank Street
Canary Wharf
London
E14 5JP
United Kingdom
Wizz Air Holdings Plc Annual report and accounts 2018
69
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;
} make judgments and accounting estimates that are reasonable and prudent;
}
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
} 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 pages 35 to 37 confirm that, to the best of
their knowledge:
}
}
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, balanced and understandable review
of the position 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
23 May 2018
Wizz Air Holdings Plc Annual report and accounts 2018
70
GOVERNANCE
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”):
} give a true and fair view of the state of the group's affairs as at 31 March 2018 and of its profit and cash
flows for the year then ended;
} have been properly prepared in accordance with IFRSs as adopted by the European Union; and
} have been prepared in accordance with the requirements of the Companies (Jersey) Law 1991.
We have audited the financial statements, included within the Annual Report, which comprise: the
consolidated statement of financial position as at 31 March 2018; the consolidated statement of comprehensive
income, the consolidated statement of cash flows, and the consolidated statement of changes in equity for
the year then ended; and the notes to the financial statements, which include a description of the significant
accounting policies.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and
applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for
the audit of the financial statements section of our report. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the group in accordance with the ethical requirements that are relevant to our
audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed
public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these
requirements.
Our audit approach
Overview
Materiality
} Overall group materiality: €14.3 million (2017: €12.7 million), based on 5% of
profit before tax.
Audit scope
} The group financial statements are a consolidation of Wizz Air Holdings plc,
the trading subsidiaries Wizz Air Hungary Kft, Wizz Tours Kft and a number
of insignificant intermediate holding, small trading, dormant and ceased
operation companies.
} The accounting for these entities and the group consolidation is largely
centralised in Hungary where the majority of our audit work was performed.
} Our audit scope comprised an audit of Wizz Air Holdings plc and the complete
financial information of Wizz Air Hungary Kft, being the significant component.
Key audit matters
} Aircraft maintenance provisioning.
} Hedge and derivative accounting.
The scope of our audit and our key audit matters
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 testing journals and evaluating whether there was evidence of bias by the directors
that represented a risk of material misstatement due to fraud.
Wizz Air Holdings Plc Annual report and accounts 2018
71
GOVERNANCE
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF WIZZ AIR
HOLDINGS PLC CONTINUED
Report on the group financial statements continued
Our audit approach continued
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in
the audit of the financial statements of the current period and include the most significant assessed risks of
material misstatement (whether or not due to fraud) identified by the auditors, including those which had the
greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts
of the engagement team. These matters, and any comments we make on the results of our procedures thereon,
were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks
identified by our audit.
Key audit matter
Aircraft maintenance provisioning
How our audit addressed the key audit matter
tested
system
(“MPS”) and
We evaluated the integrity of the maintenance
provision
the
calculations therein. This included assessing the
process by which the variable factors within the
provision were
the
estimated,
reasonableness of the assumptions, testing the input
data and re-performing calculations. We found no
significant issues in the MPS input data or the
calculated maintenance assets and provisions. The
basis for these calculations was found to be
consistent with prior periods and in line with the
detailed accounting policy set out in Note 2.
evaluating
invoices,
We compared the cost assumptions in the MPS to
recent
approved
inspected
maintenance plans as well as validated current flight
hours and flight cycles to non-financial data sources.
We found no material exceptions from these
procedures and estimates.
and
We read new or amended aircraft lease contracts
and validated the updated MPS input data. We
found no material exceptions
these
procedures.
from
from
The group operates aircraft, which are held under
operating lease arrangements, and incurs liabilities
for maintenance during the term of the lease.
legal and contractual
Provisions arise
obligations relating to the condition of the aircraft
when it is returned to the lessor. The risk is that with
the inherent level of management judgement
required in calculating the amount of provision
together with the complexity of the calculation and
the number of variable factors and assumptions, the
provision may be
incomplete and
understated.
inaccurate,
Maintenance provisions of €150.7 million for aircraft
maintenance costs in respect of operating leased
aircraft are recorded in the financial statements at 31
March 2018 (refer to Note 29 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. Commonly there is a warranty period for
components at the start, during which no obligation
arises; provisioning only commences after this
warranty period.
from
At each balance sheet date, the calculation of the
maintenance provision, derived
the
maintenance provision system (MPS), 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.
Wizz Air Holdings Plc Annual report and accounts 2018
72
GOVERNANCE
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF WIZZ AIR
HOLDINGS PLC CONTINUED
Report on the group financial statements continued
Our audit approach continued
Key audit matters continued
Key audit matter
Hedge and derivative accounting
How our audit addressed the key audit matter
The group uses derivative and non-derivative
(natural hedges) financial instruments to hedge
transaction currency and jet fuel price risks. The risk
is that because of their materiality to the financial
position of the group, the level of manual input in
monitoring open, closed and settled derivatives and
the complexity of the requirements in order to apply
tailored
hedge
documentation, including details of how hedge
effectiveness is monitored both prospectively and
retrospectively), an error could result in a material
misstatement to the financial statements.
accounting
timely
(e.g.
At 31 March 2018, derivative financial assets
amounted to €34.1 million and derivative financial
liabilities were €13.7 million. Further details are set
out in Notes 2, 3 and 20 to the financial statements.
review
The Directors’
all
requirements had been complied with and that the
amounts booked at 31 March 2018 are not materially
misstated.
concluded
that
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
account
reconciliation process, including cut-off procedures.
management’s
year-end
The results of this work allowed us to focus on
substantiating the year-end positions recorded in the
financial statements. We independently obtained
direct confirmations from each of the counterparties
to test the cut-off at the year end. We found no
material exceptions from these confirmations.
We assessed
the appropriateness of hedge
accounting for the derivative financial instruments
and performed testing procedures over the hedge
documentation and effectiveness testing and noted
no significant exceptions. We
tested, using
independent data-feeds, the fair values being
ascribed to those instruments at the year end and
noted no significant exceptions.
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 and hedge accounting.
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.
The Group has two reporting segments which comprise the airline and tour operator businesses. The airline
segment consists of Wizz Air Holdings plc and its trading subsidiary Wizz Air Hungary Kft, which includes
branch operations in base countries. The Tour reporting segment consists of the Wizz Tours Kft operations
which sells travel packages to external customers. The airline segment contributes over 98% of profit before
income tax. Therefore, our audit scope comprised an audit of Wizz Air Holdings plc and the complete financial
information of Wizz Air Hungary Kft, being the only significant components. The accounting for these entities
and the group consolidation is centralised in Hungary.
The audit is performed by a single engagement team comprising individuals based in the UK and in Hungary.
The operations are audited by applying their collective knowledge and understanding of the Group and its
financial reporting processes and controls.
In addition to the standard audit work performed by the engagement team based in Hungary, the UK team
members visited the Budapest’s management team three times during the audit cycle. These visits involved
discussing the audit approach, key audit matters and issues arising from our work. The UK team members also
attended the local clearance meeting in Hungary and all Audit Committee meetings in Switzerland, either in
person or via telephone call. This gave us the evidence we required for our opinion on the group financial
statements as a whole.
Wizz Air Holdings Plc Annual report and accounts 2018
73
GOVERNANCE
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF WIZZ AIR
HOLDINGS PLC CONTINUED
Report on the group financial statements continued
Our audit approach continued
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 on the individual financial statement line items and
disclosures and in evaluating the effect of misstatements, both individually and in aggregate 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
€14.3 million (2017: €12.7 million).
How we determined it
5% of profit before income tax.
Rationale for benchmark applied We believe that profit before income tax is the primary measure used
by shareholders in assessing the performance of the Group.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit
above €0.7 million (2017: €0.6 million) as well as misstatements below that amount that, in our view, warranted
reporting for qualitative reasons.
Going concern
In accordance with ISAs (UK) we report as follows:
Reporting obligation
We are required to report if we have anything material to add or
draw attention to in respect of the directors’ statement in the
financial statements about whether the directors considered it
appropriate to adopt the going concern basis of accounting in
preparing the financial statements and the directors’ identification
of any material uncertainties to the group’s ability to continue as a
going concern over a period of at least twelve months from the
date of approval of the financial statements.
We agreed to report if the directors’ statement relating to Going
Concern in accordance with Listing Rule 9.8.6R(3) is materially
inconsistent with our knowledge obtained in the audit.
We have nothing material to add or to
draw attention to. However, because
not all future events or conditions can
be predicted, this statement is not a
guarantee as to the group’s ability to
continue as a going concern.
We have nothing to report.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements
and our auditors’ report thereon. The directors are responsible for the other information. Our opinion on the
financial statements does not cover the other information and, accordingly, we do not express an audit opinion
or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the financial statements or
our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an
apparent material inconsistency or material misstatement, we are required to perform procedures to conclude
whether there is a material misstatement of the financial statements or a material misstatement of the other
information. If, based on the work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact. We have nothing to report based on these
responsibilities.
Wizz Air Holdings Plc Annual report and accounts 2018
74
GOVERNANCE
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF WIZZ AIR
HOLDINGS PLC CONTINUED
Reporting on other information continued
Based on the responsibilities described above and our work undertaken in the course of the audit, ISAs (UK)
require us also to report certain opinions and matters as described below (required by ISAs (UK) unless
otherwise stated).
The directors’ assessment of the prospects of the group and of the principal risks that would threaten
the solvency or liquidity of the group
We are required to report to you if we have anything material to add or draw attention to regarding:
} The directors’ confirmation on page 25 of the Annual Report that they have carried out a robust
assessment of the principal risks facing the group, including those that would threaten its business model,
future performance, solvency or liquidity.
} The disclosures in the Annual Report that describe those risks and explain how they are being managed
or mitigated.
} The directors’ explanation on pages 66 and 67 of the Annual Report as to how they have assessed the
prospects of the group, over what period they have done so and why they consider that period to be
appropriate, and their statement as to whether they have a reasonable expectation that the group will be
able to continue in operation and meet its liabilities as they fall due over the period of their assessment,
including any related disclosures drawing attention to any necessary qualifications or assumptions.
We have nothing to report in respect of this responsibility.
We agreed to review the directors’ statement that they have carried out a robust assessment of the principal
risks facing the group and statement in relation to the longer-term viability of the group in accordance with
Listing Rule 9.8.6R(3). Our review was substantially less in scope than an audit and only consisted of making
inquiries and considering the directors’ process supporting their statements; checking that the statements are
in alignment with the relevant provisions of the UK Corporate Governance Code (the “Code”); and considering
whether the statements are consistent with the knowledge and understanding of the group and its
environment obtained in the course of the audit. We have nothing to report.
Other Code Provisions
We are required to report to you if, in our opinion:
} The statement given by the directors, on page 70, that they consider the Annual Report taken as a whole
to be fair, balanced and understandable, and provides the information necessary for the members to
assess the group’s position and performance, business model and strategy is materially inconsistent with
our knowledge of the group obtained in the course of performing our audit.
} The section of the Annual Report on pages 44 to 46 describing the work of the Audit Committee does
not appropriately address matters communicated by us to the Audit Committee.
} The directors’ statement relating to the company’s compliance with the Code does not properly disclose
a departure from a relevant provision of the Code specified, under the Listing Rules, for review by the
auditors.
We have nothing to report in respect of this responsibility.
Strategic Report and Directors’ Report
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.
Directors’ Remuneration Report
The company voluntarily prepares a Directors’ Remuneration Report in accordance with the provisions of the
UK Companies Act 2006. The directors have requested that we audit the part of the Directors’ Remuneration
Report specified by the Companies Act 2006 to be audited as if the company were a UK Registered listed
company.In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly
prepared in accordance with the Companies Act 2006.
Wizz Air Holdings Plc Annual report and accounts 2018
75
GOVERNANCE
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF WIZZ AIR
HOLDINGS PLC CONTINUED
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of Directors’ Responsibilities set out on page 70, the directors are
responsible for the preparation of the financial statements in accordance with the applicable framework and for
being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they
determine is necessary to enable the preparation of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s ability to continue as a
going concern, disclosing as applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the group or to cease operations, or have no realistic
alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s
website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
Use of this report
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.
Other required reporting
Companies (Jersey) Law 1991 exception reporting
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.
David Snell
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Recognized Auditor
London, United Kingdom
23 May 2018
Wizz Air Holdings Plc Annual report and accounts 2018
76
ACCOUNTS
AND OTHER
INFORMATION
Wizz Air Holdings Plc Annual report and accounts 2018
77
ACCOUNTS AND OTHER INFORMATION
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2018
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
Net other expenses
Total operating expenses
Operating profit
Financial income
Financial expenses
Net foreign exchange (loss)/gain
Net exceptional financial income
Net financing (expense)/income
Profit before income tax
Income tax expense
Profit for the year
Other comprehensive 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 income for the year, net of tax
Total comprehensive income for the year
Earnings per share (Euro/share)
Diluted earnings per share (Euro/share)
Note
5
5
5
6
10
10
10
9
11
12
12
2018
€ million
1,132.2
815,8
1,948.0
(147.8)
(479.8)
(34.0)
(98.6)
(276.3)
(465.7)
(90.7)
(63.2)
(1,656.2)
291.8
2.8
(5.0)
(3.6)
-
(5.8)
286.1
(11.0)
275.1
10.0
-
10.0
285.1
4.00
2.18
2017
€ million
915.5
655.7
1,571.2
(112.9)
(375.2)
(27.9)
(74.7)
(233.9)
(390.0)
(57.6)
(52.4)
(1,324.5)
246.7
0.6
(13.0)
2.6
18.8
9.1
255.8
(9.8)
246.0
15.5
-
15.5
261.6
4.30
1.95
The notes on pages 83 to 122 are integral part of these financial statements.
Wizz Air Holdings Plc Annual report and accounts 2018
78
ACCOUNTS AND OTHER INFORMATION
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AT 31 MARCH 2018
Note
2018
€ million
2017
€ million
ASSETS
Non-current assets
Property, plant and equipment
Intangible assets
Restricted cash
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
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
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
13
14
22
21
20
18
17
18
19
20
21
22
28
28
28
28
28
23
24
26
15
20
29
25
23
24
20
26
29
684.5
17.6
159.4
3.4
2.5
43.7
910.9
21.6
195.4
-
31.7
0.2
2.8
979.6
1,231.1
2,142.1
-
379.1
(193.0)
8.3
18.7
1,028.7
1,241.9
4.7
26.6
107.3
7.4
0.9
94.8
241.7
254.7
1.8
0.6
0.3
12.8
330.1
58.3
658.5
900.2
2,142.1
505.7
10.3
154.7
4.7
0.1
67.3
742.7
24.9
141.4
1.0
10.0
1.2
1.2
774.0
953.7
1,696.3
-
378.2
(193.0)
8.3
2.6
756.4
952.5
5.3
26.8
107.9
6.5
0.8
77.5
224.7
197.7
2.4
0.6
0.3
1.1
280.9
36.2
519.1
743.8
1,696.3
The notes on pages 83 to 122 are integral part of these financial statements.
The financial statements on pages 78 to 122 were approved by the Board of Directors and authorised for issue
on 23 May 2018 and were signed on behalf of the Board.
József Váradi
Chief Executive Officer
Wizz Air Holdings Plc Annual report and accounts 2018
79
ACCOUNTS AND OTHER INFORMATION
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2018
Share
capital
€ million
28
Share
premium
€ million
28
Reorganisation
reserve
€ million
28
Equity part
of
convertible
debt
€ million
28
Cash flow
hedging
reserve
€ million
28
Retained
earnings
€ million
Total
equity
€ million
-
-
-
-
-
-
-
-
-
-
6.1
8.7
8.3
8.3
2.6
(6.1)
(193)
378.2
378.2
750.3
952.5
756.4
(193.0)
Note
Balance at 1 April 2017 as
stated before
Hedge time value
reclassification*
Balance at 1 April 2017
(restated)
Comprehensive income
Profit for the year
Other comprehensive
income
Hedging reserve
Total other comprehensive
income
Total comprehensive
income for the year
Transactions with owners
Proceeds from shares
issued (Note 28)
Share based payment
charge (Note 27)
Total transactions
4.2
with owners
1,241.9
Balance at 31 March 2018
* The Group adopted IFRS 9 by restating the opening balances of reserves on 1 April 2017. The €6.1 million gain that related to the
-
(193.0)
3.3
1,028.7
0.9
379.1
-
18.7
-
8.3
952.5
285.1
275.1
275.1
275.1
10.0
10.0
10.0
10.0
10.0
0.9
0.9
3.3
3.3
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
time value of open hedge instruments was reclassified from retained earnings into the cash flow hedging reserve. This is
presented separately from the other movements in reserves in the period.
The notes on pages 83 to 122 are integral part of these financial statements.
Wizz Air Holdings Plc Annual report and accounts 2018
80
ACCOUNTS AND OTHER INFORMATION
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY CONTINUED
FOR THE YEAR ENDED 31 MARCH 2017
Note
Balance at 1 April 2016
Comprehensive income
Profit for the year
Other comprehensive
income
Hedging reserve
Total other comprehensive
income
Total comprehensive
income for the year
Transactions with owners
Proceeds from shares issued
(Note 28)
Share based payment charge
(Note 27)
Total transactions
with owners
Balance at 31 March 2017
Share
capital
€ million
28
-
Share
premium
€ million
28
377.0
Reorganisation
reserve
€ million
28
(193.0)
Equity part
of
convertible
debt
€ million
28
8.3
Cash flow
hedging
reserve
€ million
28
(13.0)
Retained
earnings
€ million
Total
equity
€ million
509.4
688.8
-
-
-
-
-
-
-
-
-
-
-
-
1.2
-
-
-
-
-
-
-
-
-
-
-
-
-
-
246.0
246.0
15.5
15.5
-
-
15.5
15.5
15.5
246.0
261.6
-
-
-
1.0
1.2
1.0
1.2
378.2
-
(193.0)
-
8.3
-
2.6
1.0
756.4
2.2
952.5
The notes on pages 83 to 122 are integral part of these financial statements.
Wizz Air Holdings Plc Annual report and accounts 2018
81
ACCOUNTS AND OTHER INFORMATION
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2018
Note
2018
€ million
2017
€ million
Cash flows from operating activities
Profit before income tax
Adjustments for:
Depreciation
Amortisation
Financial income
Financial expense
Gain on sale of PPE
Share based payment charges
Changes in working capital (excluding the effects of
exchange differences on consolidation)
Increase in trade and other receivables
Increase in restricted cash
Decrease in deferred interest
Decrease/(increase) in inventory
Increase in provisions
Increase in trade and other payables
Increase in deferred income
Cash generated by operating activities before tax
Income tax paid
Net cash generated by operating activities
Cash flows from investing activities
Purchase of aircraft maintenance assets
Proceeds from the sale of available for sale financial assets
Purchases of tangible and intangible assets
Proceeds from the sale of tangible 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 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
13
14
27
286.1
86.9
3.8
(2.8)
8.8
(2.2)
3.2
383.8
(38.3)
(10.6)
2.3
3.3
0.4
49.5
37.4
427.8
(10.9)
416.9
(84.1)
1.0
(25.6)
23.8
(219.8)
94.9
0.9
(208.9)
1.0
(2.8)
(0.6)
(2.3)
205.6
774.0
(0.1)
979.6
255.8
55.0
2.6
(21.6)
13.0
-
1.0
305.8
(7.6)
(52.4)
1.3
(7.3)
0.7
21.9
57.6
319.9
(9.0)
310.9
(77.7)
-
(38.1)
-
(172.7)
108.7
0.2
(179.7)
1.2
(2.4)
(0.5)
(1.8)
129.4
645.6
(1.0)
774.0
The notes on pages 83 to 122 are integral part of these financial statements.
Wizz Air Holdings Plc Annual report and accounts 2018
82
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
1. General information
Wizz Air Holdings plc (“the Company”) is a public 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
other than Wizz Air UK Ltd. and two dormant entities, Dnieper Aviation LLC and Wizz Air Ukraine Airlines LLC.
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.
The preparation of the consolidated financial statements in conformity with IFRS legislates the use of certain
critical accounting estimates and requires management to exercise judgments in the process of applying the
Group's accounting policies. The areas involving a high degree of judgment or complexity or areas where
assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 4.
New standards and interpretations
a) Standards, amendments and interpretations effective and adopted by the Group
The Group adopted IFRS 9, ‘Financial Instruments’ as of 1 April 2017. The adoption of IFRS 9 had the following
implications for the Group:
The classification of financial assets and liabilities have been changed, see more details in Accounting Policies
section, Financial assets and liabilities part.
Changes in the time value of unexpired hedge instruments are recorded in other comprehensive income. In
transitioning from IAS 39 to IFRS 9 the Group restated the 1 April 2017 opening position of reserves but did
not restate the prior period financial statements. Accordingly, the €6.1 million gain that related to the time
value of open hedge instruments as at 1 April 2017 was reclassified from retained earnings into the cash flow
hedging reserve.
A revised impairment policy has been implemented, see more details in Accounting Policies section, Trade
and receivables part.
Wizz Air Holdings Plc Annual report and accounts 2018
83
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
2. Accounting policies continued
New standards and interpretations continued
b) Standards early adopted by the Group
There are no other standards early adopted by the Group.
c) Interpretations and standards that are not yet effective and have not been early adopted by the Group
}
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 2018 and earlier application is permitted.
The Group is adopting IFRS 15 from 1 April 2018. Based on the assessment of management, under IFRS 15
some ancillary revenue types need to be recognised on the date of flight rather than the date of sale, as it
was the case until 2018. The Group will apply the ‘Cumulative Effect Method’ (or modified retrospective
method) of transition for adopting IFRS 15, which results in a one-off reduction of retained earnings against
an increase in deferred income of approximately €5 million on 1 April 2018 (the date of initial application).
Compensations paid to customers would, to some extent, be netted with revenues – however, this is not
expected to have a material impact on the financial statements.
}
IFRS 16, Leases (effective for the accounting periods beginning on or after 1 January 2019) – addresses
the classification, measurement and recognition of leases with the objective of ensuring that lessees and
lessors provide relevant information that faithfully represents those transactions. The standard supersedes
IAS 17, Leases and was endorsed by the EU in 2017.
The Group currently leases all of its aircraft under operating leases; therefore, IFRS 16 brings a very
significant change for the Group. An assessment of the estimated impacts of IFRS 16 has been
performed by management and is explained below.
The following key issues were considered for the modelling:
Year of adoption:
The date of application is 1 April 2019, the date required by the standard.
Existing leases:
The Group expects that all of its aircraft and spare engine operating leases that will exist at the date of initial
application would come on balance sheet under the new rules. Other smaller value operating leases (e.g.
offices) were ignored as being immaterial for the purposes of this analysis.
In the modelling for existing leases the full retrospective method of transition was assumed, as per paragraph
C5(a) of the standard.
Future aircraft:
New aircraft scheduled to arrive from the beginning of 2019 are not yet financed. For the purposes of this
modelling, for the aircraft expected to arrive between January 2019 and March 2020 the following
was assumed:
} deliveries of the Airbus A320ceo family (altogether three, in the April–June 2019 period) will be leased in
the form of operating leases and under terms similar to those that the Group most recently entered into;
} deliveries of the Airbus A320neo family (out of which three fall into the January–March 2019 period, i.e.
prior to the date of initial application of IFRS 16) will be purchased by the Group – hence were ignored for
the purposes of this modelling.
Foreign exchange:
Calculations were performed assuming an EUR/USD FX rate of 1.23 for all future transactions and for the date
of initial application. No change was assumed to this rate therefore potential foreign exchange gains and losses
were not included.
Component accounting:
It was assumed that component accounting is required for the right-of-use assets, similar to that applicable to
owned aircraft. Component accounting was not assumed in the analysis prepared a year ago – which explains
the more significant retained earnings impact (€0.2 billion, as below) when compared to the disclosure made
in the 2017 annual report (€0.1 billion impact).
Wizz Air Holdings Plc Annual report and accounts 2018
84
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
2. Accounting policies continued
New standards and interpretations continued
c) Interpretations and standards that are not yet effective and have not been early adopted by the
Group continued
Results of the analysis (not audited data):
The impact in the year of initial application can be summarised as follows:
}
}
}
}
right-of-use assets will be recognised in the amount of €1.2 billion at the date of initial application. Deferred
credit existing under the current standard in the amount of €0.1 billion will be eliminated and will be part
of the €1.2 billion balance of right-of-use assets By the end of the year of initial application (31 March 2020)
the balance of right-of-use assets will decrease to €1.0 billion;
lease liabilities will be recognised in the amount of €1.5 billion at the date of initial application. By the end
of the year of initial application the balance will decrease to €1.3 billion;
retained earnings will be decreased by €0.2 billion – this applies both at the date of initial application and
at the end of the year of initial application; and
the impact on profits for the year of initial application will be a loss of €15–20 million. In 2019–2020 the
average age of the Group’s fleet (approximately five years) will be around half of the average lease tenure
of the fleet (approximately ten years), which makes the earnings impact for the year of initial application
relatively limited.
Basis of consolidation
The Company controls an entity when the Company is exposed, or it has rights, to variable returns from its
involvement with the entity and has the ability to affect those returns through its power over the entity. The
Company controls an entity if the Company has all of the following:
} power over the entity;
}
}
exposure, or rights, to variable returns from its involvement with the entity;
the ability to use its power over the entity to affect the amount of its returns from the entity.
Subsidiaries are all entities controlled by the Company. The financial statements of subsidiaries are included in
the consolidated financial statements from the date when control commences until the date when 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.
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, Wizz Air Ukraine Airlines LLC and Wizz Air UK Ltd. 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) while the functional currency of Wizz Air UK Ltd is English pounds (GBP).
Wizz Air Holdings Plc Annual report and accounts 2018
85
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
2. Accounting policies continued
Foreign currency continued
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:
}
}
}
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
all resulting exchange differences are recognised as a separate component of equity (cumulative
translation adjustments).
The below exchange rates were used for the translation of UAH into Euros in the respective financial years:
Closing rate
Average rate for the year
2018
32.66
32.42
2017
28.96
28.42
The below exchange rates were used for the translation of GBP into Euros in the respective financial years:
Closing rate
Average rate for the year
2018
0,876
0.883
2017
N/A
N/A
Financial assets and liabilities
The Group adopted IFRS 9, ‘Financial Instruments’ as of 1 April 2017. The Group determined the classification
for financial assets and liabilities under IFRS 9 as follows. The below table also presents for comparison purpose
the classification of financial assets and liabilities applied by the Group before 1 April 2017 in line with IAS 39,
‘Financial Instruments: Recognition and Measurement’. The change of classification as a result of adopting IFRS
9 did not affect the measurement and the carrying value of financial assets and liabilities.
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
IFRS 9 Category
IAS 39 Category
Financial assets measured at amortised cost
Financial assets measured at amortised cost
Loans and receivables
Loans and receivables
Financial assets measured at amortised cost
Fair value through other comprehensive income
Fair value through profit or loss
Financial assets measured at amortised cost
Financial assets measured at amortised cost
Loans and receivables
Available-for-sale assets
Fair value through profit or loss
Loans and receivables
Loans and receivables
Financial liabilities measured at amortised cost
Financial liabilities measured at amortised cost
Current liabilities
Trade and other payables
Borrowings
Convertible debt
Derivative financial instruments
Financial liabilities measured at amortised cost
Financial liabilities measured at amortised cost
Financial liabilities measured at amortised cost
Fair value through profit or loss
Other financial liabilities
measured at amortised cost
Other financial liabilities
measured at amortised cos
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
The classification of financial assets depends on the business model for managing the financial assets and
contractual cash flow characteristics of the financial assets determined by the Management at initial recognition.
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CONTINUED
2. Accounting policies continued
Financial assets and liabilities continued
a) Financial assets measured at amortised costs
These are non-derivative financial assets hold by the Group in order to collect contractual cash flows and the
contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding.
The Group’s financial assets measured at amortised costs comprise trade and other receivables, cash and cash
equivalents and restricted cash in the statement of financial position. They are included in current assets,
except for maturities greater than twelve months after the statement of financial position date, which are
classified as non-current assets.
b) Financial assets measured at fair value through other comprehensive income
These are non-derivative financial assets hold by the Group in order both to collect contractual cash flows and
selling the financial assets. The contractual terms of the financial asset give rise on specified dates to cash
flows that are solely payments of principal and interest on the principal amount outstanding.
c) Financial assets measured at fair value through profit or loss
Financial assets not valued either at amortised costs or at fair value through comprehensive income are valued
at fair value through profit or loss. Derivatives are measured at fair value through profit or loss.
d) Financial liabilities measured at amortised costs
All financial liabilities are measured at amortised costs unless they are measured at fair value through profit or
loss. The Group’s other financial liabilities comprise trade and other payables and interest-bearing loans and
borrowings (including convertible debt) in the statement of financial position. 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.
e) Financial liabilities measured at fair value through profit or loss
Derivatives are measured at fair value through profit and loss by the Group.
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 IFRS 9.
Cash flow hedges
The Group uses zero cost collar and outright forward contracts to hedge commodity and foreign exchange
risks. Derivatives can only be entered into with counterparties with investment grade credit rating. The spot
and forward elements of forward contracts and the entire value (intrinsic and time value) of options are
designated as the hedging instrument.
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.
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CONTINUED
2. Accounting policies continued
Financial assets and liabilities continued
Derivative financial instruments and hedging continued
Cash flow hedges continued
The Group considers a hedge relationship to be effective if
}
}
}
an economic relationship exists between the hedged item and the hedging instrument, and there is an
expectation that the value of the hedging instrument and the value of the hedged item would move in the
opposite direction as a result of the common underlying or hedged risk, and
the effect of credit risk does not dominate the value changes associated with the hedged risk, and
the hedge ratio is aligned with the requirements of the Group’s risk management strategy.
The Group does not de-designate and thereby discontinue a hedging relationship that still meets the risk
management objective; and continues to meet all other qualifying criteria (after taking into account any
rebalancing, if applicable).
The hedge ratio applied by the Group is always 100%. Hedge ratio is defined as the relationship between the
quantity of the hedging instrument and the quantity of the hedged item.
When a hedging instrument expires or is sold, terminated or exercised, 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.
Before expiry, the fair value of an option comprises: i) its intrinsic value, being a function of the difference
between contracted and market (or spot) prices; and ii) its time value, being the difference between the fair
value and the intrinsic value at any point in time. Subject to hedge effectiveness, any increase or decrease in
the fair value of the hedging instrument is taken to equity within other comprehensive income or expense.
Accordingly:
}
Initial recognition: the open position on the derivative hedging instrument is recorded as an asset or
liability in the statement of financial position at fair value.
} Subsequent remeasurement of unexpired options: (i) the effective portion of changes in the fair value is
recorded in other comprehensive income, (ii) the ineffective portion, if any, are recorded as financial
income or expense in the statement of comprehensive income.
} 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 calculation method of hedge effectiveness is critical terms match. Hedge effectiveness testing is
performed at inception, at each reporting date, and upon a significant change in the circumstances affecting
the hedge effectiveness requirements. Such significant change can occur as follows:
}
}
}
}
changes in timing of the payment of the hedged item;
reduction in the total amount or price of the hedged item;
location differences; and
a significant change in the credit risk of either party to the hedging relationship.
The ineffective part of changes in fair value, if any, is recorded as financial income or expense in the statement
of comprehensive income.
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CONTINUED
2. Accounting policies continued
Financial assets and liabilities continued
Derivative financial instruments and hedging continued
Hedging with non-derivatives
The Group uses its selected financial assets denominated in US Dollars to hedge highly probable future
expenses in US Dollar. The Group applies hedge accounting to part of its non-derivate financial assets, in the
interest of reducing the amount of unrealised foreign exchange gains or losses resulting from the periodic
revaluation of these assets.
The accounting treatment of non-derivatives designated as hedging instruments is identical to with the
accounting treatment of derivatives in the sense that:
}
}
the unrealised gains or losses on hedging instruments are 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 instruments are recorded against the respective expense line(s)
in the statement of comprehensive income.
Trade and other receivables
Trade and other receivables are initially recognised when the Group becomes party to the contractual
provisions of the instrument and subsequently measured 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.
Impairment policy of trade and other receivables
Management reviewed the Group’s different customer payment channels and the receivables from these
channels. The most significant business case is ticket sales and the various forms of payment for tickets. The
vast majority of tickets are paid either by bank cards or with bank transfer, in any case prior to flight. Based
on their nature, in practice there is no impairment required for these. The other, less significant business cases
involving credit risk are commissions receivable from non-ticket revenue partners and marketing support
receivable from airports and other parties. Management reviewed the historic payment and impairment
statistics for the transactions in these channels and considered the future plans of the Group, and concluded
that the impairment of receivables in these channels does not have a material impact on the financial
statements of 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. 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 initially recognised when the Group becomes party to the contractual provisions
of the instrument and subsequently 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 also include
withholding tax paid on the interest if according to the loan agreement the payment of withholding tax is the
liability of the Group.
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CONTINUED
2. Accounting policies continued
Financial assets and liabilities continued
Interest-bearing borrowings continued
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.
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
A loss allowance is recognised on financial assets carried at amortised cost or fair value through other
comprehensive income for expected credit losses.
At each reporting date the Group measure the loss allowance for financial assets at an amount equal to the
lifetime expected credit losses if the credit risk on a financial asset has increased significantly since initial
recognition.
If at the reporting date the credit risk on a financial asset has not increased significantly since initial recognition,
the Group measure the loss allowance for that asset at an amount equal to 12-month expected credit losses.
If the Group has measured the loss allowance for a financial instrument at an amount equal to lifetime expected
credit losses in the previous reporting period, but determines at the current reporting date that the credit risk
on a financial asset has not increased significantly since initial recognition, the Group measure the loss
allowance at an amount equal to 12-month expected credit losses at the current reporting date.
The Group recognise in profit or loss, as an impairment gain or loss, the amount of expected credit losses (or
reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to
be recognised in accordance with IFRS 9.
Current trade and other receivables are discounted where the effect is material.
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NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
2. Accounting policies continued
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 of the relevant asset categories
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.
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/refunds
of advances paid for aircraft and commercial loan lines.
Advances paid for aircraft maintenance assets – engine fleet our agreements (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.
Wizz Air Holdings Plc Annual report and accounts 2018
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NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
2. Accounting policies continued
Non-financial assets and liabilities continued
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, except where the asset is expected to have indefinite useful
economic life. Intangible assets are amortised from the date they are available for use. The estimated useful
lives are as follows:
Software licences
Web and other software development costs
Airport landing rights
three to eight years
three to five years
indefinite
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 average price
method and includes expenditure incurred in acquiring the inventories and bringing them to their existing
location and condition.
Emissions Trading Scheme
As of 1 January 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 emissions 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; and 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 also enters into arrangements to finance the PDPs 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 dispose 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.
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NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
2. Accounting policies continued
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).
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. Where charges levied by
airports or government authorities on a per passenger basis represent a government tax in fact or in substance,
then such amounts are presented on a net basis in the statement of comprehensive income (netted between
revenue and airport, handling and en-route charges lines). 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 and reserved seats), loyalty programme membership fees, and hotel and other
services sold by the tour operator unit of the Group. 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 when
customers take benefit of a paid 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 following five criteria can indicate such situation:
}
}
}
}
}
there is transfer of ownership of the asset at the end of lease term;
there is an option to purchase the asset at sufficiently below fair value; therefore, it is reasonably certain
that the option will be exercised;
the lessee holds the assets for the major part of the assets' economic life;
the asset is so special that it can be used only by the lessee; and
the present value of minimum lease payments is substantially all of the fair value of the asset.
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.
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NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
2. Accounting policies continued
Leases continued
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 initially in deferred income and then 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.
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.
Wizz Air Holdings Plc Annual report and accounts 2018
94
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
2. Accounting policies continued
Maintenance continued
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 (FHAs)
for aircraft engines. Such FHAs cover the cost of both scheduled and unscheduled engine overhauls. FHA
payments are accounted for as follows:
} 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.
} 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.
Supplier credits
The Group receives certain assets (cash contributions or aircraft spares) 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.
In certain cases the concessions receivable from a component manufacturer are linked to the Group’s
commitment to purchase a number of new aircraft with the manufacturer’s components installed on those. In
such case, in substance, the right to the concessions is earned by the Group through the delivery of the
respective aircraft. In certain cases the concessions might be delivered by the component manufacturer later
than the date when the respective aircraft is taken by the Group. If so, then the right earned for the concession
is recognised at the date of the aircraft delivery as part of trade and other receivables, with a corresponding
credit to deferred income. Following this, the credits are amortised on a straight-line basis over the lease term
of the respective asset, decreasing aircraft rental expenses.
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.
Wizz Air Holdings Plc Annual report and accounts 2018
95
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
2. Accounting policies continued
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 material items of income or expense
that are shown separately due to the significance of their nature or amount.
Underlying profit after tax is a non-statutory profit measure introduced by the Company to help investors
better understand the trading performance of the Group. It is a measure used by the Company also in
determining the variable remuneration of senior management (see Short-term Incentive Plan or annual bonus
in the Directors’ Remuneration Report). Underlying profit excludes the effect of exceptional items and of
unrealised foreign exchange gains and losses. These items, for various reasons, had significant impact
particularly during the 2015–2017 financial years. Going forward the Company expects that it will not incur
exceptional items of recurring nature so there would be no difference between IFRS and underlying earnings.
Segment reporting
Operating and reportable segments
The Group has two reportable segments: the airline and the tour operator business units, marketed under the
Wizz Air and Wizz Tours brand names, respectively. Wizz Air sells flight tickets and related services to external
customers and, to a smaller extent, to Wizz Tours. Wizz Tours sells travel packages to external customers
covering the network of Wizz Air.
Management information is provided to the senior management team, which (in the context of IFRS 8
‘Operating segments’) is the Group’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.
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 foreign currency exposure of the Group is significant for two reasons: (i)
only a small portion of the Group’s revenues are denominated in or linked to the US Dollar while a significant
portion of the Group’s expenses are US Dollar denominated, including fuel, aircraft leases, maintenance
reserves and aviation insurance; and (ii) there are various currencies in which the Group has significantly more
revenues than expenses, primarily the British Pound (GBP) and – to a smaller extent – the Polish Zloty (PLN).
The Group chooses the Euro/USD foreign currency rate as the major underlying foreign currency pair in its
foreign currency rate hedging strategies. The main objective is to cover the Group’s ongoing US Dollar cash flow
requirements. The Group’s maximum hedge coverage level is 85 per cent. of the total anticipated US Dollar
purchases hedged by the time the respective quarter on a monthly rolling forward basis is reached. This
maximum target hedge coverage level was 75 per cent. until January 2017 when it was increased to 85 per cent.
as a result of the revision of the Group’s Hedging Policy in January 2017. These levels were not always reached
during the current or prior years.
Wizz Air Holdings Plc Annual report and accounts 2018
96
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
The new Hedging Policy defines also the hedging of the GBP/Euro foreign currency rate exposure, as a new
measure of risk management. The Group’s maximum target coverage on this currency pair is 60% on a rolling
twelve-month basis, but there were no hedges open at 31 March 2018.
The table below analyses the financial instruments by the currencies of future receipts and payments as follows:
At 31 March 2018
Financial assets
Trade and other receivables
Derivative financial assets
Cash
Restricted cash
Total financial assets
Financial liabilities
Borrowings
Convertible debt
Trade and other payables
Derivative financial liabilities
Total financial liabilities
At 31 March 2017
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
96.2
-
889.4
161.3
1,146.9
5.3
26.9
191.9
-
224.1
USD
€ million
Other
€ million
118.6
34.2
62.7
0.7
216.2
-
-
36.2
13.7
49.9
24.3
-
27.5
0.2
52.0
-
-
26.6
-
26.6
EUR
€ million
USD
€ million
Other
€ million
55.0
-
-
757.8
154.7
967.5
5.9
27.1
135.6
-
168.6
138.0
-
10.1
0.4
0.9
149.4
-
-
35.6
1.9
37.5
15.7
1.0
-
15.8
0.3
32.8
-
-
26.5
-
26.5
Total
€ million
239.0
34.2
979.6
162.2
1,415.1
5.3
26.9
254.7
13.7
300.6
Total
€ million
208.7
1.0
10.1
774.0
155.9
1,149.7
5.9
27.1
197.7
1.9
232.6
As explained in the paragraph on foreign currency in the accounting policy, monetary assets and liabilities
denominated in foreign currencies (that is currencies other than the Euro) are translated into Euros at the
statement of financial position date at the exchange rates ruling at that date, and foreign exchange differences
arising on the translation are recognised in the statement of comprehensive income as financial income of
expense. If the net balance of monetary assets and liabilities denominated in foreign currencies is high then
this translation process can result in material volatility to financial income and expense, and thus to earnings.
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 23 and 24.
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 can directly
impact the Group’s financial performance. The Group’s maximum hedge coverage is 70 per cent. on a rolling
twelve-month basis and 60 per cent. on a rolling 18-month basis. The average hedge coverage in F18 was
53 per cent. and 39 per cent. respectively.
Wizz Air Holdings Plc Annual report and accounts 2018
97
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
3. Financial risk management continued
Risk analysis continued
Market risks continued
Hedge transactions during the periods
The Group uses non-derivatives, zero-cost collar instruments and outright forward contracts to hedge its foreign
exchange exposures, and uses zero-cost collar instruments to hedge its jet fuel exposures. The time horizon of the
hedging programme with derivatives is usually up to a maximum of 18 months; however, this horizon can be exceeded
at the Board’s discretion.
The volume of hedge transactions that expired during the periods was as follows:
a) Foreign exchange hedge (USD versus EUR):
US$517 million (2017: US$333.5 million).
b) Foreign exchange hedge (GBP versus EUR):
GBP 48 million (2017: nil).
c) Fuel hedge:
703,000 metric tons (2017: 475,000 metric tons).
The gains and losses arising from the expired hedge transaction during the year were as follows:
a) Foreign exchange hedge (USD versus EUR):
€510.7 million loss (2017: €2.4 million gain). Out of it €7.4 million loss effect on fuel cost (2017: €1.1 million
gain), while €3.3 million loss (2017: €1.3 million gain) effect on lease rental cost.
b) Foreign exchange hedge (GBP versus EUR):
€1.9 million gain (2017: nil). GBP foreign exchange hedge affects revenue.
c) Fuel hedge:
€24.4 million gain (2017: €5.9 million loss).
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 a €12.8 million loss (2017: €5.8 million gain) recognised within
other comprehensive income, assets (€0.8 million in 2018 and €5.8 million in 2017) or liabilities (€13.7
million in 2018 and nil 2017), respectively. The €12.8 million loss can be analysed further into €7.5 million
intrinsic value loss and €5.3 million time value loss components.
The notional amount of the open positions was US$726 million (2017: US$297 million). There was no open
position on the GBP/Euro zero-cost collar instruments at the end of the current and the prior year.
b) Foreign exchange hedge with non-derivatives:
The notional amount of the open positions was US$393.4 million (2017: US$238.5 million).
Non-derivatives are existing financial assets that hedge highly probable foreign currency cash flows in the
future and therefore act as a natural hedge. At the end of the year out of its non-derivative financial assets
position the Group had US$13.5 million designated for hedge accounting (2017: US$23.6 million). This
amount is part of trade and other receivables on the consolidated statement of financial position.
In preparation for the Company to potentially buy aircraft and bring them on balance sheet the Company
altered the settlement process of payable and receivable Pre-Delivery Payments (PDPs) to/from Airbus
in March 2018. This change in settlement method will significantly reduce the exposure of the Company’s
income statement to unpredictable FX gains and losses arising on returned USD deposits. In addition, the
change will improve the efficiency of cash management between Airbus and the Company with less cash
transactions going backwards and forwards.
Therefore, the PDP balance kept with Airbus is no longer considered as a natural hedge of future USD
cash outflows as it is intended to be kept with Airbus without any commitment and timing of its return.
Under a scenario of purchasing aircraft the PDP is a down-payment of the final purchase price of the
aircraft, and upon the delivery of the aircraft Airbus will irrevocably retain the PDP. The FX gains or losses
in this case would therefore be capitalized as part of the cost of the aircraft asset and depreciated over
the life of the aircraft.
Wizz Air Holdings Plc Annual report and accounts 2018
98
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
c) Fuel hedge:
The fair value of the open positions was a €33.3 million gain (2017: €2.5 million gain) recognised within
other comprehensive income and assets (€33.3 million in 2018 and €4.3 million in 2017) or liabilities (nil in
2018 and €1.8 million in 2017), respectively. The €33.3 million gain can be analysed further into €37.7 million
intrinsic value gain and €4.4 million time value loss components.
The notional amount of the open positions was 626,000 metric tons (2017: 598,000 metric tons).
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 year ending 31 March 2019.
The company had only cash flow hedges in the year. The amounts removed from equity during the year were
all recycled to the statement of comprehensive income.
During the year the Group realised €16 million gain (2017: €15.5 million) in other comprehensive income in
relation to change in fair value of cash flow hedge open positions and as of 1 April 2017 in amount of €6.1
million time value gain was reclassified from retained earnings as a result of adoption of IFRS 9.
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 IFRS 9. 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.
Fuel price sensitivity
Fuel price $100 higher per metric ton
Fuel price $100 lower per metric ton
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)
Interest rate is higher by 100 bps
Interest rate is lower by 100 bps
2018
Difference in
profit after tax
(in € million)
2017
Difference in
profit after tax
(in € million)
-77.0
+77.0
+35.4
-35.4
-10.0
+10.0
-5.1
+5.1
+1.8
-1.8
-67.0
+67.0
+29.8
-29.8
-7.7
+7.7
-4.1
+4.1
+2.7
-2.7
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.
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 2018
99
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 invested excess cash in a conservative way, primarily in EUR and USD
denominated 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 2018
Financial assets
Trade and other receivables
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 2017
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
163.9
15.0
979.6
0.1
1,158.6
0.3
-
254.7
2.0
1,004.3
1,261.3
31.4
16.7
-
2.6
50.7
0.8
2.1
-
10.8
-
13.7
42.1
2.5
-
105.2
149.8
4.0
27.4
-
0.9
-
32.3
2.6
-
-
54.3
56.9
2.2
-
-
-
-
2.2
Within three
months
€ million
Between three
months
and one year
€ million
Between one and
five years
€ million
More than five
years
€ million
124.8
1.0
2.8
774.0
0.1
902.7
0.3
-
197.7
0.1
645.6
843.7
11.8
-
7.2
-
1.0
20.0
0.8
2.1
-
0.9
-
3.8
69.9
-
0.1
-
48.9
118.9
4.0
29.5
-
0.9
-
34.4
4.5
-
-
-
105.9
110.4
3.3
-
-
-
-
3.3
Total
€ million
240.0
34.2
979.6
162.2
1,416.0
7.3
29.5
254.7
13.7
1,004.3
1,309.5
Total
€ million
211.0
1.0
10.1
774.0
155.9
1,152.0
8.4
31.6
197.7
1.8
645.6
885.1
The Group has obligations under financial guarantee contracts as detailed in Note 31.
The Company provided guarantees to third parties to guarantee the performance of its airline subsidiary in
relation to aircraft lease contracts on a regular basis, and from 2017 also in relation to a contract for the
provision of public services in Hungary. 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 by the Company.
Other financial guarantee contracts relate to hedging, and convertible 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.
Wizz Air Holdings Plc Annual report and accounts 2018
100
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
3. Financial risk management continued
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.
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 or similar institutions) of the counterparties as follows:
At 31 March 2018
Financial assets
Trade and other receivables
Derivative financial assets
Cash and cash equivalents
Restricted cash
Total financial assets
AAA
€ million
AA
€ million
A
€ million
A-
€ million
Other
€ million
Unrated
€ million
Total
€ million
-
-
-
-
-
3.3
20.1
926.5
162.2
1,112.0
-
-
-
-
-
-
4.3
-
-
4.3
2.5
9.7
51.7
-
63.9
233.3
-
1.3
-
234.6
239.1
34.2
979.6
162.2
1,414.8
At 31 March 2017
Financial assets
Trade and other receivables
Derivative financial assets
Financial assets available for sale
Cash and cash equivalents
Restricted cash
Total financial assets
AAA
€ million
AA
€ million
A
€ million
A-
€ million
Other
€ million
Unrated
€ million
Total
€ million
-
-
-
0.5
-
0.5
-
-
1.0
-
-
1.0
1.6
6.5
-
622.5
155.9
786.4
-
2.1
-
100.0
-
102.1
2.0
1.5
-
50.7
-
54.2
205.1
-
-
0.3
-
205.4
208.6
10.0
1.0
774.0
155.9
1,149.6
The “Other” column in 2018 includes €52.2 million balance (out of which €50.0 million is bank deposit) with
one of the banking partners of the Group, that has BBB rating.
From the unrated category within trade and other receivables the Group has €91.4 million (2017: €110.3 million)
receivables from different aircraft lessors in respect of maintenance reserves and lease security deposits paid
(see also Note 18). 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 32),
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).
The following table presents the Group’s financial assets and liabilities that are measured at fair value at
31 March 2018.
Assets
Derivative financial instruments
Liabilities
Derivative financial instruments
Level 1
€ million
Level 2
€ million
Level 3
€ million
Total
€ million
-
-
-
-
34.2
34.2
13.7
13.7
-
-
-
-
34.2
34.2
13.7
13.7
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.
Wizz Air Holdings Plc Annual report and accounts 2018
101
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
3. Financial risk management continued
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, to provide 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 finance leases and convertible debt as disclosed in Notes 23 and 24 respectively.
Equity comprises issued capital, reserves and retained earnings as disclosed in the statement of changes in
equity. The overall capital risk management strategy of the Group 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 an
“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 the case of engines also
of the future operating conditions of the engine.
The policy adopted by the Company, as summarized above, is only one of the policies available under IFRS in
accounting for heavy maintenance for aircraft held under operating lease agreements. A principal alternative
policy involves recognising provisions for future maintenance obligations in accordance with hours flown or
similar measure, and not only when lease re-delivery conditions are not met. The directors believe the policy
adopted by the Company provides the most reliable and relevant information about the Company's
obligations to incur major maintenance expenditure on leased aircraft and at the same time it best reflects the
fact that an aircraft has lower maintenance requirements in the early years of its operation.
b) Hedge and derivative accounting
Fair value of derivatives (namely the open position of cash flow hedges) is determined by the contracting
financial institutions as per their industry practice. As required, the fair values ascribed to those instruments are
verified also by management using high-level models. Further, the effectiveness of hedges is tested both
prospectively and retrospectively to determine the appropriate accounting treatment of hedge gains and losses.
c) Net presentation of government taxes and other similar levies
The Group’s accounting policy stipulates that where charges levied by airports or government authorities on
a per passenger basis represent a government tax in fact or in substance, then such amounts are presented
on a net basis in the statement of comprehensive income (netted between the revenue and the airport,
handling and en-route charges lines).
Management reviews all passenger-based 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 statement of comprehensive income. Given the variability of these charges and the number of airports and
jurisdictions within which the Group operates, the assessment of whether these items constitute taxes in nature
is an inherently complex area, requiring a level of judgment.
d) Accounting for membership fees
The Group operates the Wizz Discount Club (“WDC”) loyalty program for its customers. Under this program
customers can pay an annual membership fee, with the key benefit that during most of the twelve-month
membership period they get access to special fares that are lower than the standard ticket prices.
The Group recognises the revenue from the membership fees following the pattern of customers taking
benefits from the program. This pattern is determined by management once a year, on the basis of the actual
distribution of member flights in the preceding twelve months, and then applied prospectively. It is unlikely
that there would be a material change in the pattern within one year, because the underlying fact patterns (for
customers to buy membership, to buy tickets and then to fly those tickets) are reasonably stable.
Wizz Air Holdings Plc Annual report and accounts 2018
102
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
5. Segment information
Reportable segment information
The ‘chief operating decision maker’ (CODM) of the Group, as defined in IFRS 8 ‘Operating segments’ is the
senior management team of the Group.
The Group has two reportable segments: the airline and the tour operator business units, marketed under the
Wizz Air and Wizz Tours brand names, respectively. Wizz Air sells flight tickets and related services to external
customers and, to a smaller extent, to Wizz Tours. Wizz Tours sells travel packages to external customers
covering the network of Wizz Air.
Total revenue
Less: inter-segment revenue
Revenue from external customers
Operating expenses
Operating profit/(loss)
Profit/(loss) after tax
Underlying profit/(loss) after tax
2018
Airline
€ million
1,939.0
(9.0)
1,930.0
(1,645.9)
293.0
276.4
276.4
2018
Tour
operator
€ million
18.0
0.0
18.0
(19.0)
(1.0)
(1.0)
(1.0)
2018
Group
€ million
1,957.0
(9.0)
1,948.0
(1,656.2)
291.8
275.1
275.1
2017
Airline
€ million
1,562.0
(8.8)
1,553.1
(1,314.5)
247.4
246.7
226.1
2017
Tour
operator
€ million
18.1
-
18.0
(18.9)
(0.8)
(0.9)
(0.9)
2017
Group
€ million
1,581.0
(8.8)
1,571.2
(1,324.5)
246.7
246.0
225.3
In 2018 Financial income, financial expenses, depreciation and amortisation, and income tax expenses reported
for the Group in the period are all related to the airline business. There were no material non-cash items in the
period for the tour operator business.
Entity-wide disclosures
Products and services
Revenue from external customers can be analysed by groups of similar services as follows:
Airline passenger ticket revenue
Airline ancillary revenue
Tour operator package revenue
Total revenue from external customers
2018
€ million
1,126.0
804.0
18.0
1,948.0
2017
€ million
909.3
643.9
18.1
1,571.2
Airline ancillary revenues arise mainly from baggage charges, booking/payment handling fees, airport check-
in fees, fees for various convenience services (priority boarding, extended legroom and reserved seats), 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.
Geographic areas
Revenue from external customers can be analysed by geographic area as follows:
EU
Other (non-EU)
Total revenue from external customers
2018
€ million
1,722.2
225.8
1,948.0
2017
€ million
1,421.3
149.9
1,571.2
Revenue was allocated to geographic areas based on the location of the first departure airport on each
ticket booking.
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 2018
103
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
6. Operating profit
Auditors’ remuneration
Fees payable to Company’s auditors for the audit of the 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
2018
€’000
2017
€’000
242
39
417
-
19
717
251
39
446
-
-
736
Inventories
Inventories totalling €5.1 million were recognised as an expense in the year (2017: €3.3 million).
7. Staff numbers and costs
The average monthly number of persons employed during the year, including Non-Executive Directors but
excluding subcontracted staff such as 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
8. Directors’ emoluments
Salaries and other short-term benefits
Social security costs
Share based payments
Directors’ services and related expenses
Total Directors’ emoluments
Directors receiving emoluments
The number of Directors who in respect of their services received LTIP share
options under long-term incentive schemes during the year
2018
9
3,113
265
3,387
2018
€ million
106.8
5.6
12.7
3.2
128.3
19.5
147.8
2018
€ million
1.6
0.2
1.1
0.2
3.1
2018
10
1
2017
9
2,481
235
2,725
2017
€ million
77.9
4.5
10.5
1.0
93.9
19.0
112.9
2017
€ million
1.5
0.1
0.4
0.2
2.2
2017
10
1
Wizz Air Holdings Plc Annual report and accounts 2018
104
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
9. Exceptional items and underlying profit
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 material items of income or expense
that have been shown separately due to the significance of their nature or amount.
Until 31 March 2017 the Group used to identify exceptional items and calculate an underlying profit measure
that was different from the statutory profit after tax measure. The principal source of these exceptional items
was the change in the time value of open hedges, the accounting for which was passed through the income
statement. Following the adoption of IFRS 9, the Group changed its treatment of the change in the time value
of such open hedges, recording them as reserve movements rather than through the income statement. As a
consequence, unless new material exceptional items arise, from the current year the Group has decided to
present only the statutory profit after tax measure in its reporting.
In the 2017 financial year the Group had a net exceptional income of €18.8 million, consisting of: (i) exceptional gain
of €14.3 million relating to the change in time value of open hedge positions, particularly on fuel caps; and (ii)
exceptional income of €4.5 million relating to closing of fuel cap deals.
The Group had no similar transactions or impacts in 2018. While the Group had some unrealised foreign exchange
differences also in 2018, the impact of these was limited (€3.8 million, see in Note 10 below) and therefore this item
on its own does not justify determining an underlying profit measure for the year, that would be different from the
IFRS profit for the year.
Underlying profit
Profit for the period
Adjustments (exclusions):
Unrealised foreign exchange gain
Exceptional items net gain
Sum of adjustments
Underlying profit after tax
The tax effects of the adjustments made above are insignificant.
10. Net financing income and expense
Interest income
Ineffective hedge gain
Financial income
Interest expense
Convertible debt
Finance lease
Other
Premium of expired fuel cap deals
Financial expenses
Foreign exchange gain/(loss)
Realised
Unrealised
Net foreign exchange (loss)/gain
Net exceptional financial income (Note 9)
Net financing (expense)/income
2018
€ million
275.1
-
-
-
275.1
2017
€ million
246.0
(1.9)
(18.8)
(20.7)
225.3
2018
€ million
2.8
-
2.8
(1.8)
(0.5)
(2.7)
-
(5.0)
0.2
(3.8)
(3.6)
-
(5.8)
2017
€ million
0.3
0.3
0.6
(1.2)
(0.5)
(2.3)
(9.0)
(13.0)
0.7
1.9
2.6
18.8
9.1
Interest income and expense contain interest on financial instruments and, under the ‘Other’ category the
effect of the initial discounting of long-term deposits and the later unwinding of such discounting.
The fuel caps premium of €9.0 million in 2017 relates to the option fees for fuel caps expired in the period –
these were paid in the 2015 financial year. No fuel cap deals were used by the Group in this year ended in
March 2018.
Wizz Air Holdings Plc Annual report and accounts 2018
105
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
11. Income tax expense
Recognised in the statement of comprehensive income
Current year corporate tax
Other income based taxes
Deferred tax
Total tax charge
2018
€ million
3.9
6.4
0.7
11.0
2017
€ million
2.6
5.6
1.6
9.8
The Company has a tax rate of 7.8 per cent. (2017: 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.
(2017: 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. (2017: 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
2018
€ million
286.1
22.3
(17.7)
6.4
11.0
3.8%
2017
€ million
255.8
20.0
(15.8)
5.6
9.8
3.8%
The Company had no taxable income. Substantially all the profits of the Group in 2018 and 2017 were made
by Wizz Air Hungary Kft, the airline subsidiary of the Group, and substantially all the tax charges presented in
this Note were incurred by this entity.
Other income based foreign tax represents the “innovation contribution” and the local business tax payable in
Hungary in 2018 and 2017 by the Hungarian subsidiaries of the Group, primarily Wizz Air Hungary Kft.
Hungarian local business tax and innovation contribution are levied on an adjusted profit basis.
Recognised in the statement of other comprehensive income
Deferred tax
Total tax charge
2018
€ million
0.2
0.2
2017
€ million
-
-
Wizz Air Holdings Plc Annual report and accounts 2018
106
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
12. 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, € million
Weighted average number of Ordinary Shares in issue
Basic earnings per share, EUR
2018
275.1
68,739,736
4.00
2017
246.0
57,254,581
4.30
There were also 29,830,503 Convertible Shares in issue at 31 March 2018 (see Note 28). 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 is calculated by adjusting the weighted average number of Ordinary Shares in issue
with the weighted average number of Ordinary Shares that could have been issued in the respective year
as a result of the conversion of the following convertible instruments of the Group:
} Convertible Shares (see Note 28);
} Convertible Notes (see Note 24); and
}
employee share options (see Note 27) (vested share options are included in the calculation).
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, € million
Interest expense on convertible debt (net of tax), € million
Profit used to determine diluted earnings per share, € million
Weighted average number of Ordinary Shares in issue
Adjustment for assumed conversion of convertible instruments
Weighted average number of Ordinary Shares for diluted earnings per share
Diluted earnings per share, EUR
2018
275.1
1.8
277.0
68,739,736
58,111,974
126,851,711
2.18
2017
246.0
1.2
247.2
57,254,581
69,514,785
126,769,366
1.95
The dilution effect of each class of convertible instrument from the total 58,111,974 dilutive shares in 2018 was
the following: Convertible Shares: 33,693,517 shares; convertible debt: 24,246,715 shares; employee share
options: 171,743 shares.
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(2)
Adjustment for assumed conversion of convertible debt instruments(3)
Adjustment for assumed conversion of employee share options
Fully diluted number of shares for proforma earnings per share
Proforma earnings per share, EUR
2018
275.1
1.8
277.0
102,576,674
24,246,715
187,500
127,010,889
2.18
2017
225.3
1.2
226.5
102,235,474
24,246,715
288,700
126,770,889
1.79
(1)
Interest expense on convertible debt is higher in 2018 because in 2017 it was reduced by refunds of interest withholding tax incurred in
earlier periods.
(2) The issued share number includes also the 29.8 million Convertible Shares in issue at 31 March 2018 (2017: 44.8 million). See Note 28 for
share capital.
(3)
Interest outstanding on Convertible Notes in issue at year end is not taken into account for conversion because it is more likely to be paid
in cash than converted into shares (as it was the case also in the past).
Wizz Air Holdings Plc Annual report and accounts 2018
107
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
12. Earnings per share continued
Proforma earnings per share continued
The calculation of the proforma underlying EPS is different from the calculation of the IFRS-diluted EPS
measure in the following:
}
}
for earnings, the underlying profit for the year was used (see Note 9), as opposed to the statutory (IFRS)
profit for the year; and
for the fully diluted number of shares the year-end position was taken rather than the weighted average
for the year.
While these factors had relevance until March 2017 they did not have relevance in the current year; therefore,
the proforma earnings per share measure is now equal to the diluted earnings per share. The proforma earnings
per share measure is being disclosed only because of its relevance in the prior year.
13. Property, plant and equipment
Land and
buildings
€ million
Aircraft
maintenance
assets Aircraft parts
€ million
€ million
Fixtures and
fittings
€ million
Advances paid
for aircraft
€ million
Advances paid
for aircraft
maintenance
assets
€ million
Cost
At 1 April 2016
Additions
Disposals
Transfers
At 31 March 2017
Additions
Disposals
Transfers
Foreign exchange
differences
At 31 March 2018
Accumulated
depreciation
At 1 April 2016
Depreciation
charge for the year
Disposals
At 31 March 2017
Depreciation charge
for the year
Disposals
At 31 March 2018
Net book amount
At 31 March 2018
At 31 March 2017
7.7
1.9
-
-
9.6
-
(0.1)
-
-
9.5
1.3
0.7
-
2.0
0.8
(0.1)
2.7
6.8
7.6
149.1
69.9
(14.8)
51.8
256.0
88.2
(18.3)
25.5
-
351.4
63.7
47.0
(14.8)
95.9
77.2
(12.6)
160.5
190.9
160.1
32.2
37.3
-
-
69.5
17.8
(23.0)
-
(0.1)
64.2
8.1
6.8
-
14.9
8,3
(2.5)
20.7
43.5
54.6
5.0
1.4
(0.2)
-
6.2
6.7
(0.3)
-
-
12.6
3.5
0.5
(0.2)
3.8
0.6
(0.3)
4.1
8.5
2.4
142.3
172.7
(108.7)
-
206.3
219.8
(94.8)
-
-
331.3
-
-
-
-
-
-
-
93.9
32.6
-
(51.8)
74.7
58.8
(4.5)
(25.5)
-
103.5
-
-
-
-
-
-
-
331.3
206.3
103.5
74.7
Total
€ million
430.2
315.8
(123.7)
-
622.3
391.3
(141.0)
-
(0.1)
872.5
76.6
55.0
(15.0)
116.6
86.9
(15.5)
188.0
684.5
505.7
Additions to aircraft parts were €17.8 million (2017: €37.3 million). Most of this increase in 2018 was related to
the delivery of a spare engine from IAE.
Additions to aircraft maintenance assets were €88.2 million (2017: €69.9 million). These additions were due to
the fact that there were a significant number of engine-related new assets created in both years as engines
became out of condition for LLP replacement. Additions to ‘advances paid to aircraft maintenance assets’
reflect primarily the advance payments made by the Group to the engine maintenance service provider under
fleet hour agreements (FHA).
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
2018
€ million
7.5
(2.5)
5.0
2017
€ million
7.5
(1.8)
5.7
Wizz Air Holdings Plc Annual report and accounts 2018
108
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
14. Intangible assets
Cost
At 1 April 2016
Additions
Disposals
At 31 March 2017
Additions
Disposals
At 31 March 2018
Accumulated amortisation
At 1 April 2016
Amortisation charge for the year
Disposals
At 31 March 2017
Amortisation charge for the year
Disposals
At 31 March 2018
Net book amount
At 31 March 2018
At 31 March 2017
€ million
12.5
7.2
(0.9)
18.8
11.1
-
29.9
6.8
2.6
(0.9)
8.5
3.8
-
12.3
17.6
10.3
Of the €11.1 million additions during the year €4.5 million relates to landing slots at London Luton airport,
purchased from Monarch Airlines. As these landing slots have no expiry date and are expected to be used in
perpetuity, they are considered to have indefinite life and accordingly are not amortized.
15. Tax assets and liabilities
Deferred tax liabilities recognised
At 1 April 2016
Charged/(credited) to:
Profit or loss
Other comprehensive income
At 31 March 2017
Charged/(credited) to:
Profit or loss
Other comprehensive income
At 31 March 2018
Less than one year
Greater than one year
Deferred tax assets recognised
At 1 April 2016
Charged to:
Profit or loss
Other comprehensive income
At 31 March 2017
Charged to:
Profit or loss
Other comprehensive income
At 31 March 2018
Less than one year
Greater than one year
Provisions for
other liabilities
and charges
€ million
2.1
Property, plant
and equipment
€ million
1.4
Advances paid for
aircraft maintenance
assets
€ million
1.4
Other
€ million
-
Total
€ million
4.9
0.1
-
2.2
(0.3)
-
1.9
-
1.9
1.1
-
2.5
0.5
-
3.0
-
3.0
(0.2)
-
1.2
0.4
-
1.6
-
1.6
0.6
-
0.6
0.1
0.2
0.9
0.9
-
Hedging reserve
recognised in OCI
€ million
0.2
-
(0.2)
-
-
-
-
-
-
1.6
-
6.5
0.7
0.2
7.4
0.9
6.5
Total
€ million
0.2
-
(0.2)
-
-
-
-
-
-
Wizz Air Holdings Plc Annual report and accounts 2018
109
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
15. Tax assets and liabilities continued
Unrecognised deferred tax assets
Until 31 March 2010 Wizz Air Hungary was Hungarian tax resident and up to this date had accumulated a
€30.0 million tax loss in Hungary. This balance remained unchanged at 31 March 2018. 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.
16. Subsidiaries
The Group has the following subsidiaries:
Country of
incorporation
Principal activity
Class of
shares held
Percentage
held
Financial
year end
Subsidiary undertakings
Wizz Air Hungary Kft
Cabin Crew Professionals Sp. z o.o.
Wizz Air Bosnia
Airline operator Ordinary
Dormant Ordinary
Crew company Ordinary
Hungary
Poland
Bosnia and
Herzegovina
Dormant Ordinary
Wizz Air Netherland Holding B.V. Netherlands
Dormant Ordinary
Ukraine
Dnieper Aviation LLC
Ukraine
Wizz Air Ukraine Airlines LLC
Dormant Ordinary
Hungary Online tour operator Ordinary
Wizz Tours Kft.
Crew company Ordinary
Moldova
Wizz Aviation Professionals
Ordinary
Special purpose
Poland
WA Pilot Academy Sp. z.o.o.
company
100
31 March
100 31 December
100 31 December
31 March
100
100 31 December
100 31 December
100
31 March
100 31 December
100 31 December
Wizz Air UK Limited
UK
Airline operator Ordinary
100
31 March
WA Pilot Academy Sp. z.o.o. was newly acquired in the period. Its future purpose is to provide loans to
students entering into the Group’s cadet school programme in Poland. The acquired company was
insignificant – hence the acquisition was not treated as a business combination.
Wizz Air UK Limited was newly registered in the period, with the purpose of establishing airline operations
licensed by the UK Civil Aviation Authority.
The liquidation of Wizz Air Polska Sp. z o.o. was finished in the period and the company was deleted from the
Polish companies’ register.
Certain subsidiaries have a financial year end different from the Group’s financial year due to the requirements
of local legislation.
17. Inventories
Aircraft consumables
Emission trading scheme purchased allowances
Total inventories
2018
€ million
13.6
8.0
21.6
2017
€ million
13.0
11.9
24.9
During the year remnant stock with the book value of €0.1 million was written off to maintenance expenses
(2017: €0.2 million).
Wizz Air Holdings Plc Annual report and accounts 2018
110
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
18. Trade and other receivables
Non-current
Receivables from lessors
Non-current trade and other receivables
Current
Trade receivables
Other receivables from lessors
Other receivables
Total current other receivables
Less: provision for impairment of other receivables
Other current receivables net
Prepayments, deferred expenses and accrued income
Current trade and other receivables
Total trade and other receivables
2018
€ million
2017
€ million
43.7
43.7
81.7
50.6
2.4
53.0
-
54.0
60.7
195.4
239.0
67.3
67.3
48.5
44.6
2.5
47.1
-
47.1
45.8
141.4
208.7
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.
Impairment of trade and other receivables
Impaired receivables
– other receivables
Allowances on impaired receivables
– other receivables
2018
€ million
2017
€ million
2.8
-
2.6
-
The Group previously recorded €2.1 million receivables from Warsaw Modlin airport as compensation for
damages which was immediately impaired in full. However, the Group is legally claiming the full amount in
court – the next hearing is scheduled to 24 May 2018.
19. Financial assets available for sale
Unit-linked insurance serving as security deposit
Total financial assets available for sale
2018
€ million
-
-
2017
€ 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 construction expired during this financial year.
20. 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
2018
€ million
2017
€ million
2.5
31.7
34.2
(0.9)
(12.8)
(13.7)
0.1
10.0
10.1
(0.8)
(1.1)
(1.8)
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.
Wizz Air Holdings Plc Annual report and accounts 2018
111
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
20. Derivative financial instruments continued
The cash flow hedges expiring in 2018 had an ineffective portion of nil (2017: €0.3 million).
Until 2017 the net position of assets and liabilities did not match the cash flow hedging reserve in the statement
of financial position because: (i) the hedging reserve does not include the time value of open options, only the
intrinsic value; and (ii) hedging with non-derivatives has an impact on the hedging reserve.
Starting from 1 April 2018 the Group adopted IFRS 9 and as a consequence the net position of assets and
liabilities does not match the cash flow hedging reserve in the statement of financial position only due to
hedging with non-derivatives has an impact on the hedging reserve.
The high mark-to-market gain (derivative financial assets) is due to the fact that fuel prices increased by more
than 30% between 31 March 2017 and 31 March 2018, so there are significant gain on bought call option (in the
money) and only a very minor loss on the puts as they are really out of the money.
The mark-to-market loss (derivative financial liabilities) is due to the foreign exchange hedge: USD lost 15% vs
EUR, which means, that the hedges where the Group have a sold USD put at stronger levels, were creating
losses
21. Deferred interest
Non-current
Deferred PDP interest
Deferred interest expense
Current
Deferred PDP interest
Total deferred interest
2018
€ million
2017
€ million
2.4
1.0
3.4
0.2
0.2
2.6
2.1
4.7
1.2
5.9
Deferred
non-current receivables.
interest expense represents the deferred
initial discount adjustments calculated
for
Deferred PDP interest is the deferred part of 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.
22. Restricted cash
Non-current financial assets
Current financial assets
Total restricted cash
2018
€ million
159.4
2.8
162.2
2017
€ million
154.7
1.2
155.9
Restricted cash comprises cash in bank, 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
Restricted cash during the 2018 and 2017 financial years was held mainly on current account in Euros, earning no
interest.
Wizz Air Holdings Plc Annual report and accounts 2018
112
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
23. Borrowings
Non-current liabilities
Finance lease liabilities
Total non-current borrowings
Current liabilities
Finance lease liabilities
Total current borrowings
Total borrowings
2018
€ million
2017
€ million
4.7
4.7
0.6
0.6
5.3
5.3
5.3
0.6
0.6
5.9
Finance lease liabilities relate to an aircraft flight simulator asset and a maintenance hangar building leased by the
Group.
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
2018
€ million
2017
€ million
1.0
4.0
2.3
7.3
(2.0)
5.3
1.0
4.0
3.3
8.3
(2.4)
5.9
2018
€ million
2017
€ million
0.6
3.0
1.7
5.3
0.6
2.8
2.5
5.9
The prior year numbers in the last two brackets have been corrected compared to the original disclosure
made in 2017.
24. Convertible debt
Non-current financial liabilities
Current financial liabilities
Total convertible debt
2018
€ million
26.6
0.3
26.9
2017
€ million
26.8
0.3
27.1
Convertible debt is Convertible Notes held by Indigo Hungary LP and Indigo Maple Hill LP (“Indigo”).
Principal and any accrued interest on the 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. Such Ordinary Shares issued as a
result of conversion in certain cases might be subject to restrictions on voting and dividend rights. Until the
notes are converted, interest on the notes is payable in cash with a coupon rate of interest of 8 per cent. per
annum, twice a year in February and in August.
Convertible Notes are guaranteed by Wizz Air Hungary Kft – see Note 31.
For more information about the Group’s exposure to interest rate risk, see Note 3.
Wizz Air Holdings Plc Annual report and accounts 2018
113
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
25. Trade and other payables
Current liabilities
Trade payables
Other trade payables
Accrued expenses
Total trade and other payables
26. Deferred income
Non-current financial liabilities
Deferred income
Current financial liabilities
Unflown revenue
Other
Total deferred income
2018
€ million
2017
€ million
60.1
10.0
184.6
254.7
72.1
7.2
118.4
197.7
2018
€ million
2017
€ million
107.3
107.9
304.4
25.7
330.1
437.4
260.0
20.9
280.9
388.8
Non-current deferred income represents the value of benefit for the Group coming from concessions (cash
credits and free aircraft components) received from aircraft and certain component suppliers, 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.
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 supplier credits received.
27. Employee benefits
Share based payments
The share based payment charge in the financial statements for the year relates to employee share options issued
(i) during 2005–2015 under the 2005 International Employee Share Option Plan (‘ESOP’) and (ii) during 2015–
2017 under the 2014 Employee Long Term Incentive Plan (‘LTIP’) of the Group.
The options are classified as equity-settled share based payments. The Company issues new shares for any
options exercised, irrespective of the method of exercise. The fair value of the awards and options is
recognised as staff cost over the estimated vesting period with a corresponding charge to equity.
The expenses (other than social security) recognised in relation to these instruments were the following:
ESOP options
LTIP options
Total share based payments charge
2018
€ million
2017
€ million
0.2
3.0
3.2
0.4
0.6
1.0
Wizz Air Holdings Plc Annual report and accounts 2018
114
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
27. Employee benefits continued
Share based payments continued
Long-term Incentive Plan (LTIP)
Share options issued during the financial year
Terms and conditions:
Number of options
Exercise price
Vesting period
Termination
Restricted
Options
35,292
nil
3 years
10 years
Performance
Options
282,982
nil
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 employee must be in employment with one of the Group entities until
and on the date of exercise of the options.
For the Performance Options the performance conditions are set as follows, with 50 per cent. weighting for each:
}
}
total shareholder return (TSR) of the Group relative to the TSR of certain selected European airlines over
the three-year period following the award; and
absolute growth in underlying, fully diluted earnings per share of the Group, measured over the period
from 1 April 2017 to 31 March 2020.
The percentage of Performance Options that will vest will be determined on a pro-rata basis (“payout rate”)
to the extent that the target levels for these performance conditions will be met by the Group.
The fair value of options granted was determined by using the Black-Scholes model, resulting in €25.40–37.12
per share, depending on the date of grant. The total cost of the grant was determined based on: (i) the fair
value of options; (ii) the number of options expected to be forfeited due to employee turnover; and (iii) the
estimated payout rate for Performance Options.
Share options in issue
The number of LTIP share options in issue at year end is 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
Restricted
Options
55,250
35,292
-
5,750
84,792
-
Performance
Options
324,573
282,982
-
28,250
579,305
-
Employee Share Option Plan (ESOP)
Share options issued during the financial year
There were no share options issued either during the year or in the prior year. The last options under the ESOP
were issued in January 2015 and by the end of the financial year all open options got vested.
There are no individual performance conditions set for the employees to exercise their vested options 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.
Wizz Air Holdings Plc Annual report and accounts 2018
115
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
27. Employee benefits continued
Share based payments continued
Employee Share Option Plan (ESOP) continued
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
2018
Weighted
average
exercise price
€
7.41
-
4.20
-
13.22
13.22
2018
Number
of options
528,700
-
(341,200)
-
187,500
187,500
2017
Weighted
average
exercise price
€
5.15
-
2.76
2.00
7.41
2.55
2017
Number
of options
1,025,390
-
(482,800)
(13,890)
528,700
288,700
The range of exercise prices on options outstanding at the year end was €2.24–€13.68 (2017: €2.24–€13.68).
At the end of the financial year, the outstanding options had a weighted average outstanding contractual life
of six years and seven months (2017: five years and four months).
Taxation
Under the terms of both programmes all taxes payable on share options are the liability of the recipients of
these benefits. However, in certain cases the Company or one of its subsidiaries has a legal obligation to pay
the employer social security on the income realised by the recipients. To the extent the additional social
security obligations can be estimated, the Group makes a provision for these already during the vesting period
of the instruments.
28. 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
Ordinary Shares
Convertible Shares
Value of shares
Authorised
Equity: 170,000,000 (2017: 170,000,000) Ordinary
Shares of £0.0001 each and 80,000,000 (2017:
80,000,000) non-voting, non-participating
Convertible Shares of £0.0001 each
Allotted, called up and fully paid
Equity: 102,576,674 (2017: 102,235,474) shares of
£0.0001 each
Ordinary Shares
Convertible Shares
2018
102,235,474
341,200
-
102,576,674
72,746,171
2017
101,752,674
482,800
-
102,235,474
57,404,971
29,830,503 44,830,503
2018
£
2018
€
2017
£
2017
€
25,000
34,415
25,000
34,415
10,258
7,275
2,983
13,758
9,757
4,001
10,223
5,740
4,483
13,721
7,704
6,017
During both 2018 and 2017 the increase in the total number of issued shares was due to the exercise of certain
employee share options.
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.
Wizz Air Holdings Plc Annual report and accounts 2018
116
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
28. Capital and reserves continued
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 29,830,503 Convertible Shares in issue at 31 March 2018, all fully paid
(2017: 44,830,503). 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.
Capital reserves
Share premium
Share premium has two main components. €207.2 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 €171.9 million (as at 31 March 2018) was recognised as a result of new share issues
made since October 2009. 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.
Within this, during the 2018 financial year €1.0 million increase was recorded in the share premium, all related
to conversion of employee share options.
Reorganisation reserve
Reorganisation reserve of €193.0 million 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
(2017: €8.3 million) is net of attributable transaction costs of €0.5 million.
Share based payment charge
The share based payment balance of €7.1 million credit (2017: €3.9 million) corresponds to the recognised
cumulative charge of share options and share awards provided to the employees and Directors under long-
term incentive schemes. 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.
The gross amount of cumulative unrealised change in the fair value of cash flow hedging instruments was €19.0
million gain (2017: €2.6 million gain), while the deferred tax effect was €0.3 million loss (2017: €0.03 million loss).
29. Provisions for other liabilities and charges
At 1 April 2016
Non-current provisions
Current provisions
Capitalised within property, plant and equipment
Charged to comprehensive income
Used during the year
At 31 March 2017
Non-current provisions
Current provisions
Capitalised within property, plant and equipment
Charged to comprehensive income
Used during the year
At 31 March 2018
Non-current provisions
Current provisions
Aircraft
maintenance
€ million
83.7
41.2
42.5
67.9
-
(39.8)
111.8
77.5
34.3
87.6
-
(48.7)
150.7
94.8
55.9
Other
€ million
1.2
-
1.2
-
1.2
(0.5)
1.9
-
1.9
-
1.4
(1.0)
2.3
-
2.3
Total
€ million
84.9
41.2
43.7
67.9
1.2
(40.3)
113.7
77.5
36.2
87.6
1.4
(49.7)
153.0
94.8
58.2
Wizz Air Holdings Plc Annual report and accounts 2018
117
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
29. 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, falling due beyond one year from the balance sheet date. 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.
The increase in maintenance provisions from 2017 to 2018 relates primarily to new provisions made for engine
Life Limited Part (LLP) replacements.
Other provisions relate to future liabilities under the Group’s customer loyalty programme, all within one year.
30. 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:
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)
Carrying amount
2018
€ million
Fair value Carrying amount
2017
€ million
2018
€ million
Fair value
2017
€ million
43.7
162.2
-
34.2
195.4
979.6
(254.7)
(13.7)
(26.9)
(5.3)
1,114.5
43.7
162.2
-
34.2
195.4
979.6
(254.7)
(13.7)
(26.9)
(5.3)
1,114.5
67.3
155.9
1.0
10.1
141.4
774.0
(197.7)
(1.9)
(27.1)
(5.9)
917.1
67.3
155.9
1.0
10.1
141.4
774.0
(197.7)
(1.9)
(27.1)
(5.9)
917.1
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.
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.
Trade and other receivables due after more than one year are almost exclusively maintenance reserves, with
an average term of approximately four years. The fair value of these assets is determined by discounting at a
rate of interest of four-years’ US Dollar 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 a €15.6 million gain (2017: €24.5 million loss) was realised on derivative financial assets and
liabilities in the income statement.
During the year a €2,000 gain (2017: €16,000 gain) was realised on financial assets available for sale.
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 US Dollars.
Convertible Notes
Finance lease liability 1 8.4%
Finance lease liability 2 7.4%
Effective
interest
rate
Total
€
million
7.4% 26.9
2.9
2.4
Within
one
year
€
million
0.3
0.5
0.1
2018
One to
two
years
€
million
26.6
0.5
0.1
Two to
five
years
€
million
-
1.9
0.5
Above
five
€
million
years Effective
interest
rate
- 7.4%
- 8.4%
1.7 7.4%
Total
€
million
27.1
3.4
2.5
Within
one
year
€
million
0.3
0.5
0.1
2017
One to
two
years
€
million
Two to
five
years
€
million
- 26.8
0.5
1.7
0.1 0.5
Above
five
years
€
million
-
0.7
1.8
Wizz Air Holdings Plc Annual report and accounts 2018
118
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
30. Financial instruments continued
Interest earning financial assets
The Group invests excess cash in a conservative way, primarily in in short-term time deposits on market rate
at major banking groups.
Changes in liabilities arising from financing activities
The following table includes changes in net borrowings reconciled with their effects on the Consolidated
statement of cash flows.
Net borrowings at the beginning of the year
Paid interest
Repayment of convertible debt and other borrowings
Change in net borrowings from cash flows
Accrued interest
Net borrowings at the end of the year
2018
€ million
33.0
(1.7)
(0.6)
(2.3)
1.5
32.2
2017
€ million
33.6
(1.1)
(0.5)
(1.6)
0.9
33.0
Interest paid in the Consolidated Statement of Cash Flows also contains €1.1m (2017: €1.3m) additional interests
not related to net borrowings; these are negative interests incurred on deposits held at different banks.
31. 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 guarantee to the Hungarian Government, to guarantee the performance
of its airline subsidiary in relation to a public services contract for the scheduled transport of passengers
between Hungary and five West-Balkan countries.
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 Company in April 2018 provided parent guarantee to the UK Civil Aviation Authority, to guarantee the
performance of Wizz Air UK Limited in the context of the UK Operating License application process of Wizz
Air UK Limited.
The note purchase agreement (for Convertible Notes) contains a guarantee and indemnity, pursuant to which
Wizz Air Hungary Kft, inter alia, guarantees to Indigo Hungary LP and Indigo Maple Hill LP the punctual
performance by the Company of its obligations under the note purchase agreement.
32. Lease commitments
The total future minimum lease payments under non-cancellable operating lease rentals are as follows:
Payments due:
Within one year
Between one and five years
More than five years
Total operating lease commitments
2018
€ million
2017
€ million
334.8
1,307.1
743.1
2,385.0
309.7
1,269.5
831.1
2,410.3
The majority (97 per cent.) of the commitments relate to aircraft operating lease contracts. 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.
The lease payments are not subject to future escalation, but 14 of the aircraft lease contracts are on a floating
rate and thus the lease payments for these vary with the US Dollar market rates of interest.
Wizz Air Holdings Plc Annual report and accounts 2018
119
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
33. Capital commitments
At 31 March 2018 the Group had the following capital commitments:
}
}
a commitment to purchase 276 Airbus aircraft of the A320 family in the period 2018–2026. Of the 276
aircraft 20 relate to the “ceo” version of the A320 family (from purchase orders placed prior to 2015 and
in June 2017) while the remaining 256 relate to the “neo” version (110 from the purchase order placed in
June 2015 and 146 from the purchase order placed in November 2017). The total commitment is valued at
US$34.1 billion (€27.7 billion) at list prices in 2018 US Dollar terms (as at 31 March 2017: US$16.5 billion
(€15.4 billion), valued at 2017 list prices). As at the date of approval of this document 20 of the 276 aircraft
(all related to the “ceo” version) are covered by a sale and leaseback agreement; and
a commitment to purchase 19 IAE spare aircraft engines in the period 2018–2024. Of the 19 engines
three relate to the “ceo” version of the IAE engines while the remaining 16 to the “neo” version. With
regards to the “neo” engines, the Group in July 2016 entered into an engine selection agreement with
Pratt & Whitney that, among other matters, included a commitment for the Group to purchase 16
spare engines starting from 2019. The total commitment is valued at US$276.0 million (€224.2 million)
at list prices in 2018 US Dollar terms (as at March 2017: US$146.4 million (€136.9 million), valued at
2017 list prices). As at the date of approval of this document the 19 engines are not yet financed.
34. Contingent liabilities
Legal disputes
European Commission state aid investigations
Five of the European Commission’s ongoing state aid investigations, which are in their formal phase, concern
arrangements between Wizz Air and certain airports to which it flies, namely, Timişoara, Cluj-Napoca,
Târgu Mureş, Beauvais and Girona. Wizz Air has submitted its legal observations and supporting economic
analyses of these arrangements to the European Commission. Ultimately, an adverse decision by the European
Commission could result in a repayment order for the recovery from Wizz Air of any amount determined by
the European Commission to be illegal state aid. None of these ongoing investigations are expected to lead
to exposure that is material to the Group.
The European Commission has given notice that the state aid investigations involving Wizz Air will be assessed
on the basis of new “EU Guidelines on State aid to airports and airlines” which were adopted by the European
Commission on 20 February 2014. Where relevant, Wizz Air has made further submissions to the European
Commission in connection with this notification.
Claims by Carpatair
Carpatair, a regional airline based in Romania, started a number of cases in the Romanian courts during
2012 and 2013 which relate to Carpatair’s allegations that Timişoara airport granted unlawful state aid to
Wizz Air pursuant to an agreement between the parties or by virtue of the publicly available scheme of
charges published by Timişoara airport. Wizz Air is intervening in the defence of these claims, either in its
own right or in support of Timişoara airport. One of these cases determined that state aid existed in the
2010 scheme of charges, but failed to substantiate that decision or to quantify the amount involved.
Following this decision, Carpatair began a case in which both Timişoara airport and Wizz Air are named
as defendants and, pursuant to which, Carpatair aims to have the alleged state aid under the 2010 scheme
of charges quantified and a repayment order issued. Wizz Air understands that the Romanian Chamber
of Accounts has issued a decision requiring Timişoara airport to recover from Wizz Air an amount of
approximately €3 million in respect of the state aid attributable to the 2010 and 2011 scheme of charges
despite there having been no expert quantification of the amount and the airport has now started
proceedings which Wizz Air is defending.
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ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
34. Contingent liabilities continued
Legal disputes continued
Claims by Carpatair continued
In January 2016 Carpatair filed a new legal action – registered with the Bucharest Tribunal – against
Timişoara airport, the Romanian Ministry of Transports, the Ministry of Public Finances representing the
Romanian State and Wizz Air. By the said legal action Carpatair asked the court to order the four
defendants to pay, jointly, to Carpatair damages preliminarily estimated to amount to €92 million and
interest related to the said amount, resulting from alleged state aid granted by Timişoara airport to Wizz
Air, from the existence of a marketing agreement between Timişoara airport and Wizz Air and from an
abuse of dominant position on the part of Timişoara airport. The court’s decision delivered in December
2016 upheld the objection raised by the Company that the Bucharest Tribunal lacked jurisdiction to hear
the case and that the case should be heard by the Administrative Litigation Section of the Bucharest
Court of Appeals. The case was therefore forwarded to the Bucharest Court of Appeals – Administrative
and Fiscal Litigation Section where a hearing was scheduled in May 2017. The Bucharest Court of Appeals
decided however that the competent court was the Bucharest Tribunal and sent the case to the High
Court to settle the conflict of jurisdiction. On 27 September 2017 the High Court confirmed that the
competent court to hear the case was the Bucharest Tribunal. The first hearing took place in April 2018
with no significant developments, the second hearing is set to 18 June 2018.
35. 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:
}
in April 2018 the Group received investment grade credit ratings from Fitch (rating ‘BBB’) and from
Moody’s (rating ‘Baa3’); and
} Wizz Air UK Limited, the new airline subsidiary of the Group, was in April 2018 granted an Air Operator’s
Certificate and Operating Licence by the United Kingdom’s Civil Aviation Authority.
36. Related parties
Identity of related parties
Related parties are:
}
Indigo Hungary LP and Indigo Maple Hill LP (collectively referred to as “Indigo” here), because it appointed
two Directors to the Board of Directors (all in service at 31 March 2018);
}
key management personnel (Directors and Officers); and
Indigo, Directors and Officers altogether held 23.8 per cent. of the voting shares of the Company at 31 March 2018
(2017: 23.3 per cent.).
Transactions with related parties
There were no transactions with related parties during the fiscal year except as indicated below.
Transactions with Indigo
During the period Indigo sold 10,740,633 of its existing holding of Ordinary Shares in the Company and
converted 15,000,000 of its holding of Convertible Shares into Ordinary Shares of the Company. At 31 March
2018 Indigo held 15,000,000 Ordinary Shares (equal to 20.6 per cent. of the Company’s issued share capital)
and 29,830,503 Convertible Shares of the Company (2017: 10,740,633 Ordinary Shares and 44,830,503
Convertible Shares).
Indigo has interest in convertible debt instruments issued by the Company (see Note 24). The Company’s liability
to Indigo, including principal and accrued interest, was €26.9 million at 31 March 2018 (2017: €27.1 million).
During the year ended 31 March 2018 the Company entered into transactions with Indigo as follows:
}
}
the Company recognised interest expense on convertible debt instruments held by Indigo in the amount
of €2.0 million (2017: €2.0 million); and
fees of €0.1 million (2017: €0.1 million) were paid to Indigo in respect of the remuneration of two of the
Directors who were delegated by Indigo to the Board of Directors of the Company.Accounts and other
information
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121
ACCOUNTS AND OTHER INFORMATION
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
36. Related parties continued
Transactions with related parties continued
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:
Salaries and other short-term employee benefits
Social security costs
Share based payments
Amounts paid to third parties in respect of Directors’ service
Total key management compensation expense
2018
€ million
5.1
1.1
2.3
0.2
8.7
2017
€ million
4.3
0.7
0.6
0.2
5.7
The total key management compensation expense was higher than in 2017 primarily because the notional
charge for the Long-term Incentive Plan increased due to a number of factors (new annual batch of options
issued in 2017, new Officer nominations / promotions in 2017, higher payout ratio expected on performance
options, etc).
Transactions with Éden Rent Kft.
Éden Rent Kft is no longer a related party as of 31 March 2018.
37. 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 24 April 2018 approximately 51.8 per cent. 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 that could jeopardise the Group’s entitlement
to continue to hold or enjoy the benefit of any operating licence that benefits the Group.
Qualifying Nationals include: (i) EEA nationals, (ii) nationals of Switzerland and (iii) in respect of any
undertaking, an undertaking that 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.
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