- Thomas Cook Group
Transcription
- Thomas Cook Group
Transforming Thomas Cook Results for the six months ended 31 March May 16, 2013 1 Thomas Cook Group plc Key messages and agenda for today 1 Delivering against our clear targets and KPIs 2 Strengthening our capital base 3 Improving financial and business performance 4 Transforming Thomas Cook through profitable growth 2 Thomas Cook Group plc Key messages and agenda for today 1 Delivering against our clear targets and KPIs Harriet Green | Group CEO 2 Strengthening our capital base 3 Improving financial and business performance 4 Transforming Thomas Cook through profitable growth 3 Thomas Cook Group plc 1 2 3 4 DELIVERING AGAINST OUR CLEAR TARGETS AND KPIS Our H1 20131 performance already demonstrates progress Underlying EBIT1 on a like for like basis is £58.7 million better Improving financial and business performance Underlying gross margin on a like for like basis is 110 basis points better Net debt is reduced by £175.4 million Encouraging current trading: strong bookings and gross margins Note: Results are compared with the six months ended 31 March 2012. Net debt is as at 31 March 2013. In this presentation ‘underlying’ refers to trading results after adjusting for separately disclosed items that are significant in understanding the on-going results of the Group. The term ‘like for like’ reflects the comparison in the underlying results after removing identifiable non- recurring items in the prior year. A reconciliation of these items is included in the Appendix. 1 In this presentation EBIT means profit / (loss) from operations adjusted to exclude all separately disclosed items (and excluding the Group’s share of associates and joint ventures and net investment income) as per the Group’s consolidated financial statements for the six months ended 31 March 2013. 4 Thomas Cook Group plc 1 2 3 4 DELIVERING AGAINST OUR CLEAR TARGETS AND KPIS We continue to strengthen our leadership team We are attracting some very talented individuals, who bring with them a level of expertise that comes from operating at the highest level in some of the largest and most respected firms in the world Recent appointments include: John Straw Global Head of Web Tomasz Smaczny Chief Technology Officer Craig Stoehr Group General Counsel Eliminating silos and spreading best practices across the Group 5 Thomas Cook Group plc 1 2 3 4 DELIVERING AGAINST OUR CLEAR TARGETS AND KPIS We’re well underway against our targets and KPIs Targets KPIs FY12 H1 13 New Product Revenue N/A (e.g. concept hotels from 66 to 93) > £500m Web Penetration 34% 35%1 > 50% Cost out / Profit Improvement (run-rate) £60m £107m > £390m Sales CAGR2 N/A N/A > 3.5% Underlying Gross Margin Improvement3 N/A 1.1%5 > 1.5% UK underlying EBIT Margin6 0.1% 1.1%1 > 5% Cash Conversion4 11% 47%1 > 60% FY15 Good progress 1 Measured on a last 12 months basis (“LTM”) 2 Compound annual growth rate from FY13 to FY15 including new product revenue 3 Delivery measured against an underlying gross margin of 21.3%, being the underlying gross margin in FY12, adjusted for the Thomas Cook India disposal 4 Cash conversion defined as net cash from operating activities less interest paid as a percentage of underlying EBITDA 5 Gross margin improvement of 1.1% for H1 13 compared with H1 12 on a like for like basis. KPI is based on a full year measure 6 Underlying profit from operations of the Group’s UK operating segment (excluding Thomas Cook India) as a percentage of its revenue 6 Thomas Cook Group plc 1 2 3 4 DELIVERING AGAINST OUR CLEAR TARGETS AND KPIS We are announcing a further £40m of targeted benefits to take the target for our cost-out and profit improvement programme to £390m More expected to come EBIT improvement target £m FY15 run rate 390 40 50 60 140 80 60 2011 UK Turnaround 283 Already identified for H2 13 - FY15 107 Delivered by end H1 13 100 Group wide cost out and profit improvement programme Announced Announced Nov-12 Feb-13 Announced Mar-13 Announced May-13 Total 7 Thomas Cook Group plc 1 2 3 4 DELIVERING AGAINST OUR CLEAR TARGETS AND KPIS We are also delivering benefits faster than anticipated In our plan we target total annual benefits of £390m by end of FY15; expected cumulative costs to achieve such benefits of c. £178m. The UK Turnaround delivered £30m of benefits in H1 13 on top of the £60m achieved in FY12, taking the total to £90m Group-wide cost-out delivered a further £17m in H1 13, taking the total achieved by the end of March 2013, including the UK Turnaround, to £107m We are therefore bringing forward the timetable of targeted benefits and now expect to achieve £50m of Group-wide cost-out by end FY13 revising our earlier estimate of £25m for this year. 1 Run-rate. 2 One-off costs. FY12 H1 13 FY13 FY14 FY15 UK Turnaround1 60 90 120 140 140 Group-wide cost out1 - 17 50 175 250 Integrated air travel strategy - 5 19 55 70 Organisational structure - 9 13 60 80 Product, infrastructure, technology, and other - 3 18 60 100 60 107 170 315 390 Income statement 36 38 68 15 7 Cash flow (Opex) 30 6 41 30 10 - 2 18 38 11 Total targeted benefits1 Expected costs to achieve2 Cash flow (Capex) 8 Thomas Cook Group plc 1 2 3 4 DELIVERING AGAINST OUR CLEAR TARGETS AND KPIS From turnaround to transformation Turnaround Transformation Strategy building Strategy implementation Ideas Delivery 15 big decisions 7 drivers of profitable growth Centrally driven Locally owned with strong co-ordinated leadership 9 Thomas Cook Group plc 1 2 3 4 DELIVERING AGAINST OUR CLEAR TARGETS AND KPIS Seven drivers of profitable growth – driving success through major initiatives Transformation Office Strategic Targets Harriet Green – Group CEO Michael Healy – Group CFO Peter Fankhauser – CEO UK & Continental Europe Segments Cost Out Finance & Risk Product Customer Innovation IT People & Culture Capture cost out and profit improvement Deliver results to EBIT level Deliver cash conversion target Deliver sales growth and gross margin targets Deliver sales growth and web targets Support strategy and web target Drive talent, performance and recognition Cost out and profit improvement process Unspecified target Identified Validated Approved Implemented P&L realised 10 EBIT improvement Thomas Cook Group plc 1 2 3 4 DELIVERING AGAINST OUR CLEAR TARGETS AND KPIS Significant progress on the transformation enables the capital refinancing Objectives and benefits Represents a major step towards achieving our optimal capital structure Delevers and extends maturity profile thereby substantially strengthening the Group’s balance sheet Amends financing arrangements to provide more operational flexibility Facilitates on-going execution of the Business Transformation Improves the credit perception of the Group Provides a platform to enable the Group to resume dividend payments in the future The capital refinancing enables continuing delivery of the transformation allowing us to fulfil the potential of the Thomas Cook brand 11 Thomas Cook Group plc Key messages and agenda for today 1 Delivering against our clear targets and KPIs 2 Strengthening our capital base Michael Healy | Group CFO 3 Improving financial and business performance 4 Transforming Thomas Cook through profitable growth 12 Thomas Cook Group plc 1 2 3 4 STRENGTHENING OUR CAPITAL BASE Transaction overview A comprehensive recapitalisation with inter-conditional new financings Underwritten equity raising Fully underwritten firm equity issue to raise proceeds of £425m Committed new bank facilities New £691m syndicated bank facility due 2017 – Tranche A RCF and bonding lines of £500m – Tranche B additional facility of £191m (available to partially address €400m 2015 bond) Underwritten bridge to bond facility 1 At GBP/EUR exchange rate of 1.19 (31-Mar-13). To be replaced by €525m (c. £441m equiv.)1 Senior Notes due 2020 13 Thomas Cook Group plc 1 2 3 4 STRENGTHENING OUR CAPITAL BASE Our need to delever and to extend maturities influenced the approach to recapitalisation £m 1,947 1,9471 2017 notes 300 390 Cash flows from operations and other funding sources 2015 notes 3362 191 New bank facility Tranche B 500 New bank facility Tranche A 4412 New bond 425 New equity 2015 facility (pre-cash sweep) 1,3113 Core4 bank group c. £651m Pre-transaction Post-transaction 1 Excludes transaction costs. 2 At GBP/EUR exchange rate of 1.19 (31-Mar-13), 3 Reduced to £1,211m post-cash sweep in March 2013, with savings of £26m. 4 Representing c. 49% of total commitments, pre-cash sweep. – Smaller bank deal supported by the core bank group – Pro forma for the transaction, net leverage reduces by c. 1x LTM EBITDA – Funding mix leaves net interest expense broadly unchanged – Intention to use operating cash flows to repay the €400m 2015 bond with funding comfort provided by the new £191m Tranche B facility 14 Thomas Cook Group plc 1 2 3 4 STRENGTHENING OUR CAPITAL BASE Significantly improved maturity profile1 Maturity profile pre-transaction £m Maturity profile pro-forma £m 1,5472 150 Term loan 200 Bonding facility New bank facility Tranche A 3363 €400m senior notes 861 2014 2015 861 91 €400m senior notes 300 £300m senior notes RCF 300 2013 New bank facility Tranche B 2016 2017 £300m senior notes 2018 2019 2020 2021 2013 2014 185 30 1554 100 2015 2016 470 1 Excludes finance leases and aircraft related bank loans. 2 Adjusted for £100m facility cancellation in H1 13. 3 At GBP/EUR exchange rate of 1.19 (31-Mar-13), GBP equivalent of c. £336m. 4 Assumes £191m of bank loan (incremental RCF) is available to partially repay the €400m 2015 senior notes. 2017 2018 15 2019 441 New senior notes 2020 2021 Thomas Cook Group plc 1 2 3 4 STRENGTHENING OUR CAPITAL BASE Summary timetable 16 May 2013 Bank Signed bank facility letter Equity Shareholder Circular posted and equity prospectus published New Bond Announce bond issue 3 June 2013 19 June 2013 20 June 2013 26 June 2013 Available for utilisation General meeting Announcement End of rights Available for of results of rights issue subscription utilisation issue; period Dealings commence Available for utilisation 16 Thomas Cook Group plc Key messages and agenda for today 1 Delivering against our clear targets and KPIs 2 Strengthening our capital base 3 Improving financial and business performance Michael Healy | Group CFO 4 Transforming Thomas Cook through profitable growth 17 Thomas Cook Group plc 1 2 3 4 IMPROVING FINANCIAL AND BUSINESS PERFORMANCE Overview of Results Transformation gains momentum through benefits of capacity management, cost out and cash management Revenue 3% lower than last year as capacity is managed more closely to demand HY13 HY12 Change 3,224 3,310 -3% Underlying EBIT (198) (248) 20% Separately disclosed items (115) (266) 56% Seasonal loss for the half year reduced by £193m Loss for half year (391) (584) 33% Net debt reduction of £175m Net debt 1,215 1,390 13% Cash management improvements drive 58% increase in liquidity headroom Liquidity headroom2 512 323 58% Seasonal underlying EBIT loss of £197.5m, improved by £50.6m on last year on an underlying basis and £58.7m on a ‘like for like’ basis EBIT progress driven by cost out and the benefits of yield management and capacity management £m Revenue 1 Note: EBIT, profit before tax and earnings per share excluding exceptional operating items, IAS 39 fair value re-measurement, goodwill impairment and BCI amortisation 18 Thomas Cook Group plc 2 Note: Liquidity headroom represents headroom under available credit facilities at each date 1 2 3 4 IMPROVING FINANCIAL AND BUSINESS PERFORMANCE Group EBIT Bridge Benefits of capacity / yield management and cost savings more than offset fuel and other price increases £m 5 -248 26 5 10 H1 2011/12 Actual 2011/12 provision releases Disposals Easter * Net of related exchange impact 3 -256 Exchange rate -198 48 42 47 H1 Fuel price Cost out Trading 2011/12 increases & profit Like for Like improvement Other 19 H1 2012/13 Actual Thomas Cook Group plc 1 2 3 4 IMPROVING FINANCIAL AND BUSINESS PERFORMANCE Revenue and margin by business Like for Like underlying Gross Margin Underlying gross margin improvement across all businesses Reduction in risk capacity lowers revenue but contributes to margin improvement Group underlying gross margin has improved by 1.1% on a like for like basis with improvements across all businesses GM% improved in all businesses after £42m fuel price increase Revenue HY13 Growth HY13 HY12 909.6 (8.9) 23.0 21.9 1,154.2 (2.9) 12.8 12.4 France 151.3 (6.0) 21.0 19.4 Airlines Germany 571.6 12.9 26.4 26.3 Northern Europe 602.3 2.2 22.3 20.5 - - - - 3,224 (2.0) 20.7 20.1 - (100.0) - 100.0 3,224 (2.6) 20.7 19.6 £’m UK & Ireland Continental Europe Corporate Group India Group (continuing) % % 20 % Thomas Cook Group plc 1 2 3 4 IMPROVING FINANCIAL AND BUSINESS PERFORMANCE Underlying EBIT by business Strong first half improvement with Last Twelve Months underlying EBIT of £220m UK turnaround plan delivers £29.5m improvement in first half Continental Europe performs strongly with all markets improved from last year Over last twelve months underlying UK EBIT1 margin of 1.1% with continuing group at 2.4% HY13 £m UK & Ireland Improvement £m LTM £m EBIT Margin % (147.0) 29.5 31.4 1.1% Continental Europe* (44.8) 19.5 92.3 2.3% France (17.5) 4.5 (16.2) (3.8)% Airlines Germany* (3.2) (0.2) 35.5 3.9% Northern Europe 26.3 1.3 102.2 8.7% (11.3) (1.1) (25.5) - (197.5) 53.5 219.7 2.4% - (2.9) 7.9 100 (197.5) 50.6 227.6 2.5% Corporate Group (continuing) India Group Margin for combined German business of 19.8%; EBIT margin 3.0% 1. Underlying profit from operations of the UK’s operating segment as a percentage of its revenues 21 Thomas Cook Group plc 1 2 3 4 IMPROVING FINANCIAL AND BUSINESS PERFORMANCE Separately Disclosed Items Costs of delivery of the transformation Business restructuring costs delivering the UK and Group Wide cost and EBIT improvements Restructuring costs recognised ahead of benefit delivery Improving business performance removes requirement for additional impairments Provision for TOMS VAT ruling £m Cash Business restructuring costs (68.8) – UK turnaround – UK airline – Group wide restructuring costs – Outsource contract termination – Others (39.4) (5.1) (19.0) Refinancing Non cash HY13 (10.9) HY12 (79.7) (32.1) (5.3) (39.4) (5.1) (19.0) (10.9) (5.3) (27.3) (4.8) (2.0) (2.0) (14.0) (3.5) - - (190.4) (10.9) Operating Intangibles (3.5) Impairment of goodwill Adverse 3rd Party tax case (13.4) (13.4) - IAS 39 & intangible amortisation (14.4) (14.4) (13.5) (2.3) (2.3) (20.2) (44.5) (115.3) (270.2) Other Group (70.8) 22 Thomas Cook Group plc 1 2 3 4 IMPROVING FINANCIAL AND BUSINESS PERFORMANCE Group Cash Flow Enhanced cash management builds on EBIT improvement Embedded initiatives to improve working capital management on a sustainable basis Interest charges increased due to aircraft sale and leasebacks in FY12 and fees Proceeds from disposal of businesses in prior year (mainly India and HCV hotels) and sale & leaseback of aircraft Net debt reduced by £175.4m £m EBIT Depreciation EBITDA HY13 HY12 Change (197.5) 78.7 (118.8) (248.1) 83.7 (164.4) 50.6 (5.0) 45.6 Working capital Tax Other Operating cashflow (77.2) (19.6) 3.8 (211.8) (238.3) (20.1) 1.5 (421.3) 161.1 0.5 2.3 209.5 Capex Net interest Free cashflow Dividends Disposals Exceptional / Discontinued Ops Net cashflow (64.2) (40.2) (316.2) (3.4) (93.9) (413.5) (66.8) (26.2) (514.3) (32.7) 56.6 (24.3) (510.7) 2.6 (14.0) 198.1 32.7 (60.0) (69.6) 101.2 (788.3) (413.5) (12.7) (1,214.5) (890.9) (514.7) 15.7 (1,389.9) 102.6 101.2 (28.4) 175.4 Opening net debt Net cashflow Other Closing Net Debt 23 Thomas Cook Group plc 1 2 3 4 IMPROVING FINANCIAL AND BUSINESS PERFORMANCE We are already delivering better performance Key highlights of recent trading Winter trading Summer trading H1 EBIT improved by £50.6m 60% of planned capacity sold – 2% up on last year 10% less left to sell Full year outlook encouraging underpinned by the delivery of our transformation plans Gross margins up in all businesses 24 Thomas Cook Group plc Key messages and agenda for today 1 Delivering against our clear targets and KPIs 2 Strengthening our capital base 3 Improving financial and business performance 4 Transforming Thomas Cook through profitable growth Harriet Green | Group CEO 25 Thomas Cook Group plc 1 2 3 4 TRANSFORMING THOMAS COOK THROUGH PROFITABLE GROWTH Expanding our concept hotel presence as planned Concept hotels increase from 66 to 93 since FY11/12 as we have rolled out Smartline concept Indicative concept hotel expansion plan millions of passengers 2.0 Smartline offers budget, quality hotels with great design for the smart traveler 0.4 1.5 Already tested well in Germany www.neckermann-reisen.de/smartline 0.3 Performance relative to other products1 0.5 Higher gross margins through volume commitments Higher loyalty through consistent experiences Higher rate of early bookings 0.5 0.2 Sunwing smartline (family) 0.5 0.6 Family concept (tbd) 0.6 Sunprime/ SENTIDO smartline (adult) 11/12 12/13 66 932 13/14 14/15 220 1 Average for the existing concept portfolio 2 Total number of hotels, including those opened/opening during April/May, for summer 2013 season 15/16 16/17 250 26 # of hotels in operation Thomas Cook Group plc 1 2 3 4 TRANSFORMING THOMAS COOK THROUGH PROFITABLE GROWTH Delivering on our high touch and high tech strategy Committed to grow business being transacted online from the current 35%1 to over 50% in FY15 Significant industry recognition of our innovation in digital Best in Travel in Netherlands Silver Egg Award in Sweden Shortlisted for Best Online Advertisement/ Campaign in UK (Travel Marketing Awards) Launching innovative partnership with online travel site Triporati Provides customers with personalised recommendations for their holiday destinations based on their individual travel profile Growing team of entrepreneurial digital talent New Global Head of Web and new Chief Technology Officer 1 Calculated on an LTM basis. 27 Thomas Cook Group plc 1 2 3 4 TRANSFORMING THOMAS COOK THROUGH PROFITABLE GROWTH Significant progress on the transformation enables the capital refinancing Capital Markets Day 13 March 2013 9 Weeks H1 Results Announcement 16 May 2013 Take total cost-out of £145m1 by end FY13 £107m already delivered by end of H1 13 Improve underlying gross margins by at least 1.5% by end FY15 1.1% underlying gross margin improvement on a like for like basis in H1 13 Improve working capital management £175.4m less net debt at end H1 13 compared with end H1 12 Simplify and de-risk our business Continue to strengthen our management Increase business transacted on the web Expand concept hotels– 66 concept hotels FY11/12 Sale of North America completed (FY12: operating loss of £41.1m) and rationalisation of brands in France Appointed new Global Head of Web, new Chief Technology Officer and new General Counsel Announcing innovative partnership with Triporati to provide more focused choice for customers Concept hotels increased to 93 The capital refinancing enables continuing delivery of the transformation 1 Increased to £170m in May 2013 28 Thomas Cook Group plc 29 Thomas Cook Group plc Appendix 30 Thomas Cook Group plc APPENDIX Biographies 1/2 Harriet Green Michael Healy Dr. Peter Fankhauser Christoph Debus joined the Group as Group CEO on 30 July 2012. Prior to this, she was CEO of leading high service technology distributor Premier Farnell plc. Harriet is a global executive with extensive, multi-channel business leadership experience of the worldwide technology and industrial markets. She has driven innovation and strategic transformation through profitable global growth strategies and delivered industry leading results. joined the Group on 14 May 2012 and became Group CFO on 1 July 2012. Prior to this, he was Group Finance Director of Kwik-Fit Group. Michael has considerable international experience across a broad range of industries and was previously Chief Operating Officer and Finance Director of the Hong Kong listed First Pacific Company Limited and subsequently Chief Financial Officer of ebookers plc. joined the Group in May 2001 and became CEO UK & Continental Europe on 1 November 2012. Prior to this he was CEO Continental Europe, a role he took up in June 2007. Peter has over twenty years of experience in the travel market and, before joining Thomas Cook, was responsible for managing and growing the European division and overseas businesses of Kuoni. joined the Group in September 2012 as Global Head of Air Travel. Christoph worked with the Group previously as MD and CFO for Condor, before he joined Air Berlin as COO in 2009. At Air Berlin, he was responsible for Operations, IT, Procurement, HR and IT/Processes. Prior to joining Condor in 2005, he was a partner with Roland Berger Strategy Consultants in Munich, where he specialised in Aviation/ Tourism, Automotive and Restructuring/ Corporate Strategy. 31 Thomas Cook Group plc APPENDIX Biographies 2/2 Joe O’Neill John Straw Tomasz Schmazny Craig Stoehr Joined the Group in September 2012 as Group Treasurer. Prior to this he was Group Treasurer of Kwik-Fit Group. Having originally qualified as a Chartered Banker, Joe has vast experience in the field of international treasury management and corporate finance from a range of global organisations including Diageo plc, Cable & Wireless plc and Amec plc. He also has a successful track record of implementing strategic change in the areas of cash and working capital management. John is an award winning digital entrepreneur who specialises in digital marketing and search. Over the last 16 years he has started a number of significant digital marketing companies, one of which he sold to Microsoft and one ultimately to Google. John will lead our eCommerce Centre of Excellence as we drive web innovation and progress and also chair Thomas Cook’s exciting new Digital Advisory Board, which brings together internal and external experts with specific digital knowledge and expertise to guide our journey in this area. Joined in early May, previously with Cathay Pacific – he has been a CIO for 15 years, completed 7 IT transformations, and been awarded the CIO of the Year awards in 2011, and 2012. Has delivered many major transformational change programmes, will drive the strategic IT roadmap, focused on the needs of the business. He inherits an experienced team including a Chief Information and Process Officer with a thorough knowledge of our legacy systems. Joined as Group General Counsel, leading our Group-wide legal function Craig also has responsibility for our strategic divestitures programme and the Company Secretariat. He joined from Eastgate Capital Group Limited, a leading Dubaibased private equity firm and the private equity arm of The National Commercial Bank of Saudi Arabia, where he served as General Counsel and a member of the firm’s Executive Management Committee. Craig was also an Advisory Board member of TLG Capital, a London-based private equity firm and a former corporate Partner of Latham & Watkins, a top tier global law firm, where his practice focused on advising clients with respect to debt and equity capital markets, merger and acquisition. 32 Thomas Cook Group plc APPENDIX Group profit and loss account Unaudited six months ended 31 March £m Continuing Operations Discontinued Operations 2013 2012 3,224.3 (2,555.8) 668.5 3,310.1 (2,620.6) 689.5 Operating expenses Loss from operations (866.0) (197.5) (937.6) (248.1) Separately disclosed items Share of results of associates and joint venture and other Net finance costs Loss before tax (115.5) 0.8 (78.7) (390.9) (265.6) (3.3) (67.1) (584.1) Tax Loss for the period from continuing operations 123.6 (267.3) 107.9 (476.2) Loss for the period from discontinued operations Loss for the period (41.4) (308.7) (128.8) (605.0) Revenue Cost of providing tourism services Gross profit 33 Thomas Cook Group plc APPENDIX Group balance sheet as at 31 March 2013 £m Unaudited as at 31.03.2013 Unaudited as at 31.03.2012 Audited as at 31.09.2012 Non-current assets Intangible assets Property, plant & equipment Other non-current assets 3,231.6 824.0 521.2 4,576.8 3,233.6 865.4 574.1 4,673.1 3,158.9 840.8 382.9 4,382.6 Current assets Other current assets Cash and cash equivalents 1,188.3 295.5 1,483.8 126.5 6,187.1 1,599.7 476.8 2,076.5 233.6 6,983.2 1,063.9 460.3 1,524.2 5,906.8 (1,509.7) (95.1) (1,721.9) (240.5) (82.3) (3,649.5) (1,653.1) (113.5) (1,751.6) (163.1) (164.9) (3,846.2) (2,008.5) (70.4) (1,094.1) (201.5) (165.6) (3,540.1) (123.1) (107.8) - (311.4) (1,467.9) (180.9) (178.4) (2,138.6) (359.9) (1,749.4) (197.2) (230.1) (2,536.6) (324.0) (1,178.2) (214.3) (192.3) (1,908.8) (5,911.2) (6,490.6) (5,448.9) 275.9 492.6 457.9 Total assets Current liabilities Assets classified as held for sale Trade and other payables Borrowings and obligations under finance leases Revenue received in advance Short-term provisions Other current liabilities Liabilities classified as held for sale Non-current liabilities Total liabilities Net assets Retirement benefit obligations Borrowings and obligations under finance leases Long-term provisions Other non-current liabilities 34 Thomas Cook Group plc APPENDIX Reconciliation table for underlying and like for like A reconciliation of underlying EBIT on a like for like basis and underlying gross margin on a like for like basis with reported numbers is as follows: EBIT (£m) H1 13 H1 12 H1 12 Change (313.0) (513.7) 200.7 20.0 20.8 (0.8) 115.5 265.6 (150.1) 0.7 - - (197.5) (248.1) 50.6 20.7 20.8 (0.1) FY12 provision releases2 - (26.0) - - (0.3) - India FY12 disposal3 - (2.9) - - (0.5) - Other discontinued operations4 - 7.8 - - (0.7) - Other5 - 10.0 - - 0.3 - Currency impact - 3.0 - - - - (197.5) (256.2) 58.7 20.7 19.6 1.1 Reported Separately disclosed items1 Underlying Like for like 1 2 3 4 5 Gross margin (%) Change H1 13 Items that are disclosed separately in order to reflect the underlying operating performance of the business in the relevant period. Impact of provision releases in Northern Europe and Airlines Germany where the underlying liability for aircraft related and other costs no longer exists. Reflects the impact of the disposal of Thomas Cook India in the six months ended 31 March 2013. Net impact of the disposal/closure of individual businesses comprising Explorers Hotel, HCV, FX Bureaux and FY12 store closures. Estimated adjustment for the timing of the Easter holidays. In FY13 part of the Easter holiday season fell in the first half of that financial year. In FY12 easter predominantly fell in the second half of that financial year. 35 Thomas Cook Group plc APPENDIX Calculation of TERP and rights issue bonus factor Calculating the Theoretical ex-rights price (“TERP”) with reference to the firm placing price Reference share price (firm placing price): Reference # of shares (post firm placing): Rights issue price: # of rights issue shares: 137p 1,004m 76p 402m The TERP is the share volume weighted average price, calculated as follows: ( 137p × 1,004m ) + ( TERP = Ref. price ref. # shares (1,004m+ 402m ) ref. # shares Discount to TERP: The rights issue is treated as a bonus issue of shares + an issue of fully paid up shares The bonus factor is used to reflect the bonus element of the issue, i.e. the discounted (below market price) bonus issue of shares via the rights issue For illustration, assuming last closing price prior to the ex-rights date is equivalent to the reference share price: 137 76p × 402m ) issue price # RI shares Calculating the bonus factor = 120p RI shares 36.4% Bonus factor = pre-ex-rights price 120 = 1.15x TERP* It is used to adjust share price and other per share metrics to ensure comparability pre and post rights issue Post rights issue completion, historic EPS and DPS are rebased (divided by) the bonus factor * TERP used for bonus factor calculation is based on the last closing price pre the ex-rights date. 36 Thomas Cook Group plc