TIDMTT.

RNS Number : 2505G

TUI Travel PLC

10 May 2011

10 May 2011

TUI Travel PLC

("TUI Travel")

Interim results for the six months ended 31 March 2011

Key Financials

 
                      Underlying results(1)      Statutory results 
 GBPm               H1 11   H1 10(2)   Change     H1 11    H1 10(2) 
 Revenue            5,205      4,969      +5%     5,205       4,969 
 Operating loss     (307)      (322)      +5%     (282)       (377) 
 Loss before tax    (364)      (375)      +3%     (345)       (432) 
-----------------  ------  ---------  -------  --------  ---------- 
 

(1) Underlying operating loss and underlying loss before tax above exclude separately disclosed items, amortisation of business combination intangibles, acquisition related expenses and taxation of results of the Group's joint ventures and associates

(2) Prior year figures have been re-presented to include Jet4You which was previously reported as a discontinued operation

Highlights

 
      --   First half underlying operating loss improved by GBP15m, driven by: 
           -    Excellent turnaround progress, especially in Canada; and 
           -    Stronger underlying trading, particularly in the Nordics 
                 and Corsair. 
      --   Improved operating result achieved despite the impact from North 
            Africa and the later timing of Easter. 
      --   Trading for Summer 2011 remains satisfactory: 
           -    Differentiated product continues to outperform; 
           -    Overall booking volumes remain ahead of prior year; and 
           -    Margins are in line with expectations. 
      --   Net debt reduced by GBP171m following continued focus on cash flow 
            initiatives. 
      --   Agreed measures to reduce future pension liabilities. 
      --   The Board proposes an interim dividend of 3.3p per share, an 
           increase of 3%. 
 

Peter Long, Chief Executive of TUI Travel PLC, commented

"I am pleased to report an improved first half operating result, particularly given the significant headwinds from political events in Egypt and Tunisia, the weak UK economic environment and the shift of the Easter peak period from Q2 to Q3 this year.

This result demonstrates our continued success in turning around underperforming businesses and shows the strength of our differentiated products which have allowed us to outperform the market.

Furthermore, our continued focus on cash flow has resulted in a good cash performance in the period. The flexibility of our business model has allowed us to react quickly to mitigate the impact of the events in North Africa in the upcoming summer season. We have re-shaped our programmes across all source markets to satisfy the shift in demand to alternative destinations, including Spain, Greece and Turkey.

The first half performance and our current booking position for the summer season leave us well placed to deliver the Board's expectations for the year. At this stage of the booking cycle, however, we remain cautious given the uncertain economic and geopolitical outlook".

A presentation for analysts and investors will be held today at 9.30am (BST) at Deutsche Bank, 1 Great Winchester Street, London EC2N 2DB. For details of the webcast please visit www.tuitravelplc.com.

Enquiries:

 
 Analysts and Investors 
 Will Waggott, Chief Financial Officer          Tel: +44 (0)1582 645 
                                                 334 
 Paul Rushton, Director of Investor Relations   Tel: +44 (0)1293 645 
                                                 795 
 Press 
 Lesley Allan, Corporate Communications         Tel: +44 (0)1293 645 
  Director                                       774 
 Michelle Jeffery, Corporate Communications     Tel: +44 (0)1293 645 
  Manager                                        776 
 Michael Sandler / Kate Hough (Hudson           Tel: +44 (0)20 7796 
  Sandler)                                       4133 
 

CURRENT TRADING & OUTLOOK

Current Trading

Winter 2010/11

The winter season finished in line with expectations, with planned load factors achieved in all destinations apart from Egypt and Tunisia.

 
 Current Trading 
 (1)                             Winter 2010/11 
 
                                     Total         Total 
 YoY variation%     Total ASP(2)    Sales(2)    Customers(2)   RiskCapacity(3) 
 
 MAINSTREAM 
 UK                      +8           +13           +4               +5 
 Nordic region          Flat          +25           +25              +25 
 Northern Region         +6           +16           +9 
 
 Germany                 +4           +9            +5               +6 
 Austria                 +9           -2            -10 
 Switzerland             -4           -12           -8 
 Poland                  -8           +2            +10 
 Central Europe          +3           +8            +5 
 
 France - tour 
  operators              -1           +1            +1 
 Belgium                Flat          +11           +11 
 Netherlands             +6           +17           +10 
 Western Europe         Flat          +7            +7 
 
 SPECIALIST & 
 ACTIVITY               N/A           +4            N/A 
 A&D(4)                  +4           +23           +18 
 
 

(1 ) These statistics are up to 1 May 2011 and are shown on a constant currency basis (2) These statistics relate to all customers whether risk or non-risk (3) These statistics include all risk capacity programmes

(4) These statistics refer to online accommodation businesses only; sales refer to total transaction value (TTV) and customers refers to roomnights

Summer 2011

Trading for summer remains satisfactory, with differentiated products continuing to outperform. Since our last trading update, total Mainstream bookings are up 1% against the prior year.

 
 YoY customer                Cumulative       Net bookings          Cumulative 
 booking variation       bookings at 27     since previous       bookings at 1 
 %                                March       statement(1)                 May 
 UK                                  +2                 -3                Flat 
 Nordic region                       +9                +16                 +10 
 Germany                            +11                 +1                  +9 
 France - tour 
  operators                          -6               Flat                  -6 
 Belgium                             -1                +20                  +2 
 Netherlands                        +14                +14                 +14 
-------------------  ------------------  -----------------  ------------------ 
 

(1 ) UK adjusted for impact of volcanic ash re-bookings and Egypt & Tunisia cancellations; including these factors bookings were 10% down

 
 Current 
 Trading (1)                Summer 2011 
 
 YoY              Total       Total        Total 
 variation%      ASP(2)      Sales(2)   Customers(2)          Risk Only 
                                                                      Left to 
                                                       Capacity(3)    sell(3) 
 
 MAINSTREAM 
 UK                +4          +3           Flat           +1           +2 
 Nordic 
  region          Flat         +10          +10            +5           -2 
 Northern 
  Region           +3          +4            +1 
 
 Germany           +3          +12           +9            +6           +2 
 Austria           +3         Flat           -3 
 Switzerland       -9          -18          -10 
 Poland            -4          +48          +55 
 Central 
  Europe           +2          +10           +8 
 
 France - 
  tour 
  operators        +3          -3            -6 
 Belgium           -2          +1            +2 
 Netherlands       +4          +19          +14 
 Western 
  Europe           +2          +5            +3 
 
 SPECIALIST & 
 ACTIVITY          N/A         +6           N/A 
 A&D(4)            +5          +30          +23 
 
 

(1 ) These statistics are up to 1 May 2011 and are shown on a constant currency basis (2) These statistics relate to all customers whether risk or non-risk (3) These statistics include all risk capacity programmes

(4) These statistics refer to online accommodation businesses only; sales refer to total transaction value (TTV) and customers refers to roomnights

In the UK, booking volumes have slowed since our last update, with net bookings in the period 3% lower than the prior year (adjusted for the effect of re-bookings of cancelled winter holidays for summer following the closure of airspace as a result of the volcanic ash cloud and cancellations for Egypt and Tunisia this year). Since 17 April (date of the volcanic ash cloud in 2010), however, there has been a positive booking trend.

Total bookings to date are now flat against the prior year. Within this, our differentiated products continue to outperform, with booking volumes up 16%. Our customers also continue to appreciate the excellent value all inclusive holidays offer, which enable them to accurately budget the full holiday cost at the time of purchase. These products account for 46% of bookings to date, up from 43% last year. In the context of the difficult economic environment some customers are reducing their holiday durations with bookings for seven and 10/11 night durations increasing by 6% and 24% respectively, against a 7% reduction in 14 night holidays.

The Nordic region continues to trade well, with bookings driven by differentiated products, particularly the Blue Village family concept. Differentiated product volumes are currently 49% ahead of the prior year.

In Germany, the solid economic backdrop has helped holiday demand to remain strong. There is particularly high demand for Western Mediterranean destinations, especially the Balearics, which complements our strength in these locations. In addition, booking volumes for Greece have bounced back after civil unrest in the country affected demand in the prior year. Despite the 6% increase in capacity, load factor is currently higher than the prior year.

Trading remains challenging for the French tour operators, which are particularly reliant on North African destinations, and this will significantly impact profitability in the source market. The unrest has also affected bookings for holidays to Morocco and the recent terrorist incident in Marrakech has further weakened demand. In Corsair, which is not included in the above table, some of the first half trading improvement is expected to reverse in the second half as an aircraft will be taken out of service for maintenance checks and a cabin refit.

In the Netherlands trading remains strong with volumes tracking well ahead of capacity. After a slow start, and against a difficult market environment, our Belgian tour operator has seen a sustained improvement in booking activity in recent months. Morocco is a relatively important destination for this source market, however, and this may impact bookings in the short term.

Sales in the Specialist & Activity sector are up 6%, with good booking volumes in the Education division and the Specialist Holiday Group, which includes Sovereign, Hayes & Jarvis and Citalia.

Accommodation & Destinations (A&D) has continued to see strong growth in its wholesale and Online Travel Agency (OTA) accommodation businesses, with transaction values currently up 30%. In both segments, bednights and margins are ahead of the prior year.

Fuel/Foreign Exchange

We have hedged the majority of our fuel and currency requirements for the seasons currently on sale. The following table shows the percentage of our forecast requirement that is currently hedged for Euros, US Dollars and jet fuel. As previously indicated, at current rates, we estimate that fuel costs will increase by circa 30% in 2012.

 
                     Summer 2011   Winter 2011/12 
 Euro                    92%            68% 
 US Dollars              97%            76% 
 Jet Fuel                94%            62% 
 As at 6 May 2011 
------------------  ------------  --------------- 
 

Foreign exchange translation improved the underlying operating result by GBP8m in the first half, primarily due to the recovery of Sterling against the Euro. If exchange rates remain at current levels we anticipate that the impact on the full year will be positive.

Outlook

The second half of the year has started well, with April benefitting from the later timing of Easter. Whilst the economic environment is difficult in certain source markets, including the UK, the Group benefits from its geographical diversity (with 27 source markets and approximately two-thirds of profits generated outside of the UK).

The flexibility inherent in our business model means that we were able to react quickly to the situation in Egypt and Tunisia by re-shaping our summer programmes and mitigating the potential impact to the Group. In addition, our turnaround of underperforming businesses is progressing well.

All of the above coupled with our good first half performance, leaves us well placed to deliver the Board's expectations for 2011. At this stage of the booking cycle, however, we remain cautious given the uncertain economic and geopolitical outlook.

BUSINESS AND FINANCIAL REVIEW

Group Performance

Group revenue increased by 5% to GBP5,205m (H1 10: GBP4,969m).Organic revenue growth was 8%, driven by higher volumes and average selling prices in many source markets. This was partially offset by foreign exchange translation (-2%) and the strategic transaction in Canada, where we now account for the business as an associate (-1%).

The Group's underlying operating loss in the period was GBP307m (H1 10: loss of GBP322m), with the improvement primarily driven by delivery of the turnaround plan. This, combined with the final merger synergies, foreign exchange translation benefits and better underlying trading, offset the negative impact of the North Africa situation and the later timing of Easter.

The main drivers of the year on year change in underlying operating loss are summarised as:

 
                                             GBPm 
 Underlying operating loss H1 10            (322) 
 Turnaround                                   +34 
 Incremental synergies/cost efficiencies      +10 
 Egypt/Tunisia                                -29 
 Easter                                       -17 
 Trading                                       +9 
 FX translation                                +8 
 Underlying operating loss H1 11            (307) 
-----------------------------------------  ------ 
 

A reconciliation of underlying loss before tax to loss before tax is as follows:

 
                                                        31 March   31 March 
                                                            2011       2010 
 Six months ended                                           GBPm       GBPm 
 Underlying loss before tax                                (364)      (375) 
 Separately disclosed items - operating expenses              58       (24) 
 Separately disclosed items - financial expenses             (6)        (2) 
 Acquisition related expenses                               (32)       (29) 
 Taxation on losses of joint ventures and associates         (1)        (2) 
 Loss before tax                                           (345)      (432) 
-----------------------------------------------------  ---------  --------- 
 

Separately disclosed items and acquisition related expenses are further detailed in Notes 5 and 6 respectively.

Re-presentation of Jet4You

Jet4You is a low cost airline operating out of the Moroccan source market. Previously, we reported Jet4You's results as a discontinued operation as we expected to dispose of the business in the near term. A sale agreement has not yet been reached, however, so we now consider it appropriate to reclassify the business as a continuing operation. As such, the prior year figures have been re-presented to include Jet4You's results. The effect on the results for the six months ended 31 March 2010 and the year ended 30 September 2010 is summarised below:

 
 6-month period 
 ended 31 March 2010            Previously 
 GBPm                            Presented   Jet4You Adjustment   Re-presented 
 Underlying 
  operating loss                     (314)                  (8)          (322) 
 Statutory operating 
  loss                               (364)                 (13)          (377) 
 Underlying loss per 
  share (pence)                     (24.3)                (0.7)         (25.0) 
 
 
 
 Year ended 30 
 September 2010                 Previously 
 GBPm                            Presented   Jet4You Adjustment   Re-presented 
 Underlying 
  operating profit                     447                 (13)            434 
 Statutory operating 
  profit                                81                 (18)             63 
 Underlying earnings 
  per share (pence)                   22.0                (1.1)           20.9 
 
 

Segmental Performance

Segmental performance is based on underlying financial information (which excludes certain items, including separately disclosed items and acquisition related expenses).

As previously announced, with effect from 1 October 2010, the Group reorganised its business sectors, with the main change being the merger of the Specialist and Activity sectors. The segmental results for both the current and prior periods are presented under this new structure.

Mainstream Sector

The Mainstream sector reported an underlying operating loss of GBP295m (H1 10: GBP310m).

 
 Mainstream                          H1 11   H1 10   Change % 
                                               ( ) 
 Customers ('000)(1) 
           Northern Region           2,151   2,026        +6% 
           Central Europe            2,622   2,693        -3% 
           Western Europe            2,140   2,000        +7% 
                                    ------  ------  --------- 
           Total                     6,913   6,719        +3% 
                                    ======  ======  ========= 
 
 Revenue (GBPm) 
            Northern Region          1,585   1,439       +10% 
            Central Europe           1,652   1,654       Flat 
            Western Europe           1,093   1,023        +7% 
                                    ------  ------  --------- 
            Total                    4,330   4,116        +5% 
                                    ======  ======  ========= 
 
 Underlying operating loss (GBPm) 
           Northern Region           (137)   (147)        +7% 
           Central Europe             (82)    (73)       -12% 
           Western Europe             (76)    (90)       +16% 
                                    ------  ------  --------- 
           Total                     (295)   (310)        +5% 
                                    ======  ======  ========= 
 
 

1 Following the strategic venture with Sunwing, customer numbers excludes Canada in both periods.

Northern Region

The Northern Region reported an underlying operating loss of GBP137m (H1 10: GBP147m). The improved result was driven by the turnaround delivered in Canada following the strategic venture with Sunwing and improved trading in the Nordic Region, offset by the impact from North Africa in the second quarter and the later timing of Easter.

The main drivers of the year on year change in underlying operating loss are summarised in the following table:

 
                                        Nordic                     Northern 
 GBPm                             UK    Region   Canada   Hotels     Region 
 H1 10                         (161)        29      (5)     (10)      (147) 
 Incremental synergies/cost 
  efficiencies                    +8         -        -        -         +8 
 Turnaround                        -         -      +23        -        +23 
 Egypt/Tunisia                    -5        -3        -        -         -8 
 Easter                           -7        -2        -        -         -9 
 Trading                          -8        +9     -          -7         -6 
 FX translation                    -         -       +1       +1         +2 
 H1 11                         (173)        33       19     (16)      (137) 
                              ======  ========  =======  =======  ========= 
 
 
 
 Northern Region                  H1 11   H1 10   Change % 
                                           ( ) 
 Customers ('000)(1) 
        UK & Ireland              1,566   1,558        +1% 
        Nordic Region               585     468       +25% 
                                 ------  ------  --------- 
        Total                     2,151   2,026        +6% 
                                 ------  ------  --------- 
 
 Revenue (GBPm) 
        UK & Ireland              1,065     976        +9% 
        Nordic region               510     401       +27% 
        Canada(1)                     -      52      -100% 
        Hotels                       10      10       Flat 
                                 ------  ------  --------- 
        Total                     1,585   1,439       +10% 
                                 ======  ======  ========= 
 
 Underlying operating profit / 
  (loss) (GBPm) 
       UK & Ireland               (173)   (161)        -7% 
       Nordic Region                 33      29       +14% 
       Canada                        19     (5)        n/a 
       Hotels                      (16)    (10)       -60% 
                                 ------  ------  --------- 
       Total                      (137)   (147)        +7% 
                                 ======  ======  ========= 
 
 

1 From 14 January 2010, our Canadian operations have been accounted for under the equity method. Canadian customer numbers have been excluded in both periods

UK & Ireland

The UK & Ireland businesses delivered an underlying operating loss of GBP173m (H1 10: GBP161m). The trading result was affected by two cruise ships being in extended dry dock during the first quarter. In addition, the second quarter result includes the impact of the later timing of Easter and events in Egypt and Tunisia. This was partly offset by the delivery of the final GBP5m of incremental synergies and GBP3m of further cost efficiencies in the first quarter.

Nordic Region

The Nordic Region achieved an improved underlying operating profit of GBP33m (H1 10: GBP29m), with stronger trading more than offsetting the impact of Egypt and the later timing of Easter. Volumes improved by 25% as a result of increased market share, driven by its portfolio of differentiated product and additional capacity to Thailand through the use of an aircraft transferred from the French source market.

Canada

Canada improved significantly in the first half, reporting an underlying operating profit of GBP19m (H1 10: loss of GBP5m). As anticipated, the strategic venture with Sunwing, which completed in January 2010, delivered a significant improvement in profitability during the winter months. In addition, the venture is realising its synergy plan (primarily network planning benefits and actions to remove duplicated resources) more quickly than initially anticipated. In the second half, Sunwing has initiated a new transatlantic summer programme, including flights to London, Paris and Rome.

Hotels

The Hotels division, which was previously reported within the Nordic Region due to its historic geographical focus, is reported separately as its operations now serve a number of source markets. The division comprises hotel management companies and joint ventures in hotel assets. The increased loss compared with the comparative period is due to the inclusion of winter losses for the hotel management businesses established in Turkey in 2010.

Central Europe

Central Europe reported a GBP9m increase in underlying operating loss to GBP82m (H1 10: GBP73m). The main drivers of the year on year change in underlying operating loss are summarised in the following table:

 
                                                            Central 
 GBPm              Germany   Austria   Switzer'd   Poland    Europe 
 H1 10              (58)       (7)        (4)       (4)      (73) 
 Turnaround           -         -          -         +1       +1 
 Egypt/Tunisia       -6        -1          -         -        -7 
 Easter              -4         -          -         -        -4 
 Trading             -2        -1         +1         -        -2 
 FX translation      +3         -          -         -        +3 
                  --------  --------  ----------  -------  -------- 
 H1 11              (67)       (9)        (3)       (3)      (82) 
                  ========  ========  ==========  =======  ======== 
 
 
 
 Central Europe                      H1 11   H1 10   Change % 
                                              ( ) 
 Customers ('000) 
            Germany                  2,375   2,453        -3% 
            Austria                     81      86        -6% 
            Switzerland                129     124        +4% 
            Poland                      37      30       +23% 
                                    ------  ------  --------- 
            Total                    2,622   2,693        -3% 
                                    ======  ======  ========= 
 
 Revenue (GBPm) 
            Germany                  1,493   1,489       Flat 
            Austria                     67      77       -13% 
            Switzerland                 74      70        +6% 
            Poland                      18      18       Flat 
                                    ------  ------  --------- 
            Total                    1,652   1,654       Flat 
                                    ======  ======  ========= 
 
 Underlying operating loss (GBPm) 
            Germany                   (67)    (58)       -16% 
            Austria                    (9)     (7)       -29% 
            Switzerland                (3)     (4)       +25% 
            Poland                     (3)     (4)       +25% 
                                    ------  ------  --------- 
            Total                     (82)    (73)       -12% 
                                    ======  ======  ========= 
 
 

Germany

Germany reported an underlying operating loss of GBP67m (H1 10: GBP58m), with the increase driven by the impact of North Africa, the later Easter timing and the exit from city-pairs scheduled flying in October 2009, as these operations contributed profits in H1 2010.

Underlying profitability, after adjusting for these items, improved as a result of a stronger trading performance. Excluding the city-pairs flying customers in the prior year, volumes increased by 4% in the period. There was also a GBP3m foreign exchange translation gain in the period.

Other Central European businesses

The other Central European businesses of Austria, Switzerland and Poland performed largely in line with the prior year. Poland continued its turnaround progress following strong volume growth as the business took share in an improving market.

Western Europe

Western Europe reported an underlying operating loss of GBP76m (H1 10: GBP90m). The main drivers of the year on year change in underlying operating loss are summarised in the following table:

 
                                              Southern             Western 
 GBPm              France   Neth.   Belgium    Europe    Jet4You    Europe 
 H1 10               (51)    (16)      (15)          -       (8)      (90) 
 Turnaround            +5      +5         -          -         -       +10 
 Egypt/Tunisia         -8       -        -2         -1         -       -11 
 Easter                -1       -        -1          -         -        -2 
 Trading              +15      +1        +4         -3        -2       +15 
 FX translation        +1       -        +1          -         -        +2 
                                             ---------  -------- 
 H1 11               (39)    (10)      (13)        (4)      (10)      (76) 
                  =======  ======  ========  =========  ========  ======== 
 
 
 
 Western Europe                  H1 11   H1 10   Change % 
 
 Customers ('000) 
          France                   752     729        +3% 
          Netherlands              433     396        +9% 
          Belgium                  646     577       +12% 
          Southern Europe           51      60       -15% 
          Jet4You                  258     238        +8% 
                                ------  ------  --------- 
          Total                  2,140   2,000        +7% 
                                ======  ======  ========= 
 
 Revenue (GBPm) 
            France                 530     491        +8% 
            Netherlands            244     223        +9% 
            Belgium                243     224        +8% 
            Southern Europe         40      49       -18% 
            Jet4You                 36      36       Flat 
                                ------  ------  --------- 
            Total                1,093   1,023        +7% 
                                ======  ======  ========= 
 
 Underlying operating loss 
  (GBPm) 
              France              (39)    (51)       +24% 
              Netherlands         (10)    (16)       +38% 
              Belgium             (13)    (15)       +13% 
              Southern Europe      (4)       -        n/a 
              Jet4You             (10)     (8)       -25% 
                                  (76)    (90)       +16% 
 
 
 
 France                        H1 11   H1 10   Change % 
 
 Underlying operating loss 
  (GBPm) 
              Tour Operator     (36)    (28)       -29% 
              Airline            (3)    (23)       +87% 
                              ------  ------  --------- 
                                (39)    (51)       +24% 
 
 

France

France reported an underlying operating loss reduced by GBP12m to GBP39m (H1 10: GBP51m). The improvement was driven by Corsair, which benefited from network planning improvements and an improved trading performance. The French tour operators have been heavily affected by events in North Africa, which is a key destination for this source market.

Netherlands

Netherlands reported an underlying operating loss of GBP10m, an improvement of GBP6m against the prior year (H1 10: GBP16m). This result was driven by cost reductions, airline operating efficiencies and better market conditions.

Belgium

Belgium reported an underlying operating loss of GBP13m (H1 10: GBP15m), benefiting from better airline utilisation and higher volumes.

Southern Europe

North Africa is a significant destination for our Southern European businesses, particularly for Turchese, which specialises in Egypt. This, combined with the difficult economic environment in these source markets, resulted in an operating loss of GBP4m (H1 10: GBPnil).

Jet4You

The underlying performance of the business was in line with prior year as the 2011 result includes GBP1m relating to 2010 depreciation following the reclassification from a discontinued to continuing operation.

Emerging Markets

The result reflects our continued investment to grow our brand presence and distribution platform in the Russian source market. The market remains highly competitive but continues to exhibit good growth characteristics and we are developing our market position to leave us well placed to take advantage of this growth.

 
 Emerging Markets (share of JV)      H1 11   H1 10   Change % 
                                              ( ) 
 Underlying operating loss (GBPm)      (6)     (4)       -50% 
 
 

Specialist & Activity

The sector reported a loss of GBP1m (H1 10: profit of GBP3m). In the first half, the timing of Easter had an adverse impact of GBP2m, principally affecting the Ski and Education businesses, and events in North Africa had a GBP1m adverse impact, predominately in the Adventure division. North American Specialist performed well following the reintroduction of tours in the private jets business following the programme reduction last year. This was offset, however, by softer demand for gap-year travel within the Education division.

 
 Specialist & Activity                    H1 11   H1 10   Change % 
 
 Customers ('000)                           699     717        -2% 
 
 Revenue (GBPm) 
    Adventure                                73      86       -15% 
    North American Specialist                81      71       +14% 
    Education                                82      90        -9% 
    Sport                                    30      25       +20% 
    Marine                                   44      42        +5% 
    Specialist Holiday Group                319     318       Flat 
                                        -------  ------  --------- 
    Total                                   629     632       Flat 
                                        =======  ======  ========= 
 
 Underlying operating (loss) / profit (GBPm) 
    Adventure                               (1)       1        n/a 
    North American Specialist                 6       1        n/a 
    Education                               (3)       -        n/a 
    Sport                                     1       1       Flat 
    Marine                                 (11)     (9)       -22% 
    Specialist Holiday Group                  7       9       -22% 
    Total                                   (1)       3        n/a 
                                        =======  ======  ========= 
 
 

Accommodation & Destinations

A&D increased profits to GBP7m (H1 10: GBP3m) following continued strong volume growth in both its wholesale and OTA online accommodation business.

The accommodation wholesaler experienced a 19% increase in bednights as a result of strong trading in Latin America, particularly Brazil, and Asia. The accommodation OTA delivered a 17% increase in roomnights, driven by continued growth in the LateRooms.com business in the UK as well as encouraging progress in AsiaRooms. In destination management, our cruise handling business, Intercruises, delivered a good performance in the US and Canada.

 
 Accommodation & Destinations          H1 11   H1 10   Change % 
                                                ( ) 
 Customers ('000) 
    B2B roomnights (Online)            4,956   4,148       +19% 
    B2C roomnights (Online)            2,673   2,281       +17% 
    Incoming passenger volumes         3,794   3,668        +3% 
 
 Revenue (GBPm)                          246     221       +11% 
 
 Underlying operating profit (GBPm)        7       3      +133% 
 
 

Acquisitions and Investments

In the six months ended 31 March 2011, the Group invested GBP12m on acquisitions. In A&D, we acquired Lima Tours, a destination management business which specialises in creating and operating innovative and high value-added travel experiences in Peru, supporting the sector's strategic plan to expand in high growth emerging destinations. In Central Europe, we acquired 27 travel agencies to support our strategy of increasing the controlled distribution mix.

Strategic venture with Intrepid Travel

In April, we entered into a strategic venture with Intrepid Travel. Intrepid, based in Melbourne, handles over 100,000 customers per annum, drawn from all the key adventure source markets in the world. The transaction combines our Adventure businesses with Intrepid to create the clear global leader in adventure travel.

The transaction was based on an injection of businesses into the venture by both parties and has no cash component. The Group has 60% ownership of the combined business and will fully consolidate its results. Intrepid Travel's private shareholders own the remaining 40%. The transaction is expected to drive cost synergies, primarily arising from increased economies of scale, of at least GBP10m per annum within the first three years.

Magic Life transaction

Magic Life is an all-inclusive club concept in the German and Austrian source markets and is an important part of the differentiated product offerings of our tour operators in these markets. It has 13 high quality clubs in prime locations in Turkey (6), Tunisia (3), Egypt (2), Greece (1) and Spain (1). We intend to acquire the operating companies that lease and manage the Magic Life clubs for a de minimis consideration of EUR6, which reflects the current loss making nature of the business.

The key strategic rationale of the transaction is to secure exclusive access to these differentiated products. Differentiated products typically enjoy higher margins as a result of an earlier booking profile, higher customer satisfaction, more repeat bookings and an increased share of customers' total holiday spend due to the all-inclusive nature of the product. Increasing our mix of differentiated product is a key strategic imperative across all our source markets.

As well as securing access for our German and Austrian tour operators, we also intend to use these attractive products in our other source markets to help drive our strategy of differentiation. This will be under both the Magic Life brand and under local concepts. For example, we intend to operate two of the Turkish clubs as a Holiday Village (the family concept from the UK source market) and a Blue Village (the family concept from the Nordic source market) rather than under the Magic Life brand. We believe that this will increase the yield and occupancy ratio of the clubs and maximise the end-to-end profitability.

Magic Life is currently owned by TUI AG. The business has recently generated operating losses (financial year 2010 underlying operating loss: GBP9m) and has previously been highlighted by TUI AG as a non-core asset which may be subject to disposal. We believe that, as a result of restructuring undertaken by TUI AG prior to disposal and operating changes we plan to implement, the business will achieve a minimum break-even result by 2012. Given the related party nature of the transaction, we will seek prior approval from our minority shareholders through an Extraordinary General Meeting, in line with UKLA rules.

Pensions update

We have agreed future service benefit reductions with the members of the UK defined benefit pension schemes, the most material of which is to cap the rate of future growth of pensionable pay to a maximum of 2.5% per annum. This reduces the forecast future liability by GBP63m and reduces the ongoing service cost by GBP10m per annum.

We are also in advanced discussions with the Trustees of our six UK defined benefit pension schemes on a package of measures to address the ongoing funding and management of the pension schemes. These include a merger of four of the smaller schemes, and the funding of up to GBP275m of the aggregate deficits of the schemes utilising a partnership arrangement backed by the Thomson and First Choice brands. These measures would potentially reduce the cash funding requirement by GBP25m per annum.

Dividends

The Board recommends an interim dividend per ordinary share of 3.3p (H1 10: 3.2p), payable to holders of relevant shares on the register at 2 September 2011. This will be paid on 3 October 2011.

We intend to continue to operate a dividend re-investment plan as an alternative to the cash dividend.

Separately disclosed items

Separately disclosed items net to a GBP58m credit in the period (H1 10 expense: GBP24m). This primarily represents the GBP63m reduction in the UK pension scheme liability following agreement with pension scheme members to cap the rate of future growth of pensionable pay, as described above. This benefit is partially offset by restructuring costs relating primarily to our turnaround actions in the French source market, plus certain other smaller items. Further information is included in Note 5.

Cash and liquidity

The net debt position (cash and cash equivalents less loans, overdrafts and finance leases) at 31 March 2011 was GBP1,182m (31 March 2010: GBP1,353m). This consisted of GBP378m of cash and GBP313m of current interest-bearing loans and liabilities and GBP1,247m of non-current interest-bearing loans and liabilities. The reduction is primarily due to a better working capital performance resulting from cash management initiatives and positive forward bookings.

Consolidated income statement

for the 6-month period ended 31 March 2011

 
                                                    6-month 
                                  6-month      period ended      Year ended 30 
                             period ended     31 March 2010     September 2010 
                            31 March 2011    (re-presented)     (re-presented) 
-----------------  -----  ---------------  ----------------  ----------------- 
                    Note             GBPm              GBPm               GBPm 
-----------------  -----  ---------------  ----------------  ----------------- 
 
 Revenue             4              5,205             4,969             13,491 
 Cost of sales                    (5,011)           (4,841)           (12,309) 
-----------------  -----  ---------------  ----------------  ----------------- 
 Gross profit                         194               128              1,182 
 Administrative 
  expenses                          (491)             (500)            (1,116) 
 Share of profit 
  / (loss) of 
  joint ventures 
  and associates                       15               (5)                (3) 
-----------------  -----  ---------------  ----------------  ----------------- 
 Operating (loss) 
  / profit           4              (282)             (377)                 63 
-----------------  -----  ---------------  ----------------  ----------------- 
 Analysed as: 
 Underlying 
  operating 
  (loss) / 
  profit             4              (307)             (322)                399 
 Separately 
  disclosed 
  items              5                 58              (24)              (255) 
 Acquisition 
  related 
  expenses           6               (32)              (29)               (63) 
 Impairment of 
  goodwill           7                  -                 -               (12) 
 Taxation on 
  results of 
  joint ventures 
  and associates                      (1)               (2)                (6) 
-----------------  -----  ---------------  ----------------  ----------------- 
                                    (282)             (377)                 63 
-----------------  -----  ---------------  ----------------  ----------------- 
 Financial income                      48                41                 69 
 Financial 
  expenses                          (111)              (96)              (186) 
-----------------  -----  ---------------  ----------------  ----------------- 
 Net financial 
  expenses                           (63)              (55)              (117) 
-----------------  -----  ---------------  ----------------  ----------------- 
 Loss before tax                    (345)             (432)               (54) 
 Taxation            8                 91               113               (50) 
-----------------  -----  ---------------  ----------------  ----------------- 
 Loss for the 
  period / year                     (254)             (319)              (104) 
-----------------  -----  ---------------  ----------------  ----------------- 
 
 Attributable to 
 Equity holders 
  of the parent                     (255)             (320)              (104) 
 Non-controlling 
  interests                             1                 1                  - 
-----------------  -----  ---------------  ----------------  ----------------- 
 Loss for the 
  period / year                     (254)             (319)              (104) 
-----------------  -----  ---------------  ----------------  ----------------- 
 
                                    Pence             Pence              Pence 
-----------------  -----  ---------------  ----------------  ----------------- 
 Basic and 
 diluted loss per 
 share (pence) 
 for loss 
 attributable to 
 the equity 
 holders of the 
 company during 
 the period / 
 year 
 - basic and 
  diluted            10            (23.0)            (28.9)              (9.4) 
-----------------  -----  ---------------  ----------------  ----------------- 
 
 
 

Consolidated statement of comprehensive income

for the 6-month period ended 31 March 2011

 
                                 6-month          6-month 
                            period ended     period ended           Year ended 
                           31 March 2011    31 March 2010    30 September 2010 
-----------------------  ---------------  ---------------  ------------------- 
                                    GBPm             GBPm                 GBPm 
-----------------------  ---------------  ---------------  ------------------- 
 Loss for the period / 
  year                             (254)            (319)                (104) 
 Other comprehensive 
 income / (expense) 
 Foreign exchange 
  translation                         81               50                 (88) 
 Actuarial gains / 
  (losses) arising in 
  respect of defined 
  benefit pension 
  schemes                             73             (27)                 (42) 
 Cash flow hedges: 
 - movement in fair 
  value                              210              147                   33 
 - amounts recycled 
  through the 
  consolidated income 
  statement                         (11)                4                   41 
 Foreign exchange gains 
  recycled through the 
  consolidated income 
  statement                            -              (6)                  (6) 
 Share of other 
  movements in reserves 
  of joint ventures and 
  associates                           -                -                    2 
 Changes in the fair 
  value of available 
  for sale financial 
  assets                               1                -                  (4) 
 Deferred tax on other 
  comprehensive income 
  / (expense)                       (78)             (34)                  (9) 
-----------------------  ---------------  ---------------  ------------------- 
 Other comprehensive 
  income / (expense) 
  for the period / year 
  net of tax                         276              134                 (73) 
-----------------------  ---------------  ---------------  ------------------- 
 Total comprehensive 
  income / (expense) 
  for the period / 
  year                                22            (185)                (177) 
-----------------------  ---------------  ---------------  ------------------- 
 
 Total comprehensive 
 income / (expense) for 
 the period / year 
 Attributable to: 
 Equity holders of the 
  parent                              21            (186)                (177) 
 Non-controlling 
  interests                            1                1                    - 
-----------------------  ---------------  ---------------  ------------------- 
 Total                                22            (185)                (177) 
-----------------------  ---------------  ---------------  ------------------- 
 

Consolidated balance sheet

at 31 March 2011

 
                                             31 March 2010 
                             31 March 2011      (restated)   30 September 2010 
                      Note            GBPm            GBPm                GBPm 
-------------------  -----  --------------  --------------  ------------------ 
 Non-current assets 
 Intangible assets                   4,680           4,758               4,659 
 Property, plant 
  and equipment                      1,004             960               1,012 
 Investments in 
  joint ventures 
  and associates                       239             209                 211 
 Other investments                      80              69                  79 
 Trade and other 
  receivables                          288             266                 156 
 Retirement benefit 
  asset                                 14               1                   1 
 Derivative 
  financial 
  instruments                           43              39                  21 
 Deferred tax 
  assets                               181             277                 114 
-------------------  -----  --------------  --------------  ------------------ 
                                     6,529           6,579               6,253 
 Current assets 
 Inventories                            70              46                  49 
 Other investments                      --               1                   - 
 Trade and other 
  receivables                        1,739           1,667               1,404 
 Income tax 
  recoverable                           68              65                  34 
 Derivative 
  financial 
  instruments                          360             210                 144 
 Cash and cash 
  equivalents                          378             402               1,304 
 Assets classified 
  as held for sale                       9              54                  57 
-------------------  -----  --------------  --------------  ------------------ 
                                     2,624           2,445               2,992 
 
 Total assets                        9,153           9,024               9,245 
-------------------  -----  --------------  --------------  ------------------ 
 
 Current 
 liabilities 
 Interest-bearing 
  loans and 
  borrowings                         (313)           (796)               (757) 
 Retirement 
  benefits                             (2)             (2)                 (5) 
 Derivative 
  financial 
  instruments                        (122)           (147)               (122) 
 Trade and other 
  payables             13          (4,386)         (4,026)             (4,301) 
 Provisions                          (257)           (148)               (236) 
 Income tax payable                   (78)            (63)                (84) 
 Liabilities 
  classified as 
  held for sale                         --            (34)                (31) 
-------------------  -----  --------------  --------------  ------------------ 
                                   (5,158)         (5,216)             (5,536) 
 Non-current 
 liabilities 
 Interest-bearing 
  loans and 
  borrowings                       (1,247)           (959)               (796) 
 Retirement 
  benefits                           (365)           (498)               (489) 
 Derivative 
  financial 
  instruments                         (10)             (7)                (23) 
 Trade and other 
  payables                            (71)            (83)                (93) 
 Provisions                          (317)           (261)               (307) 
 Deferred tax 
  liabilities                        (110)            (96)                (28) 
-------------------  -----  --------------  --------------  ------------------ 
                                   (2,120)         (1,904)             (1,736) 
 
 Total liabilities                 (7,278)         (7,120)             (7,272) 
-------------------  -----  --------------  --------------  ------------------ 
 
 Net assets                          1,875           1,904               1,973 
-------------------  -----  --------------  --------------  ------------------ 
 
 Equity 
 Share capital                         112             112                 112 
 Convertible bond 
  reserve                               83              36                  83 
 Merger and other 
  reserves                           2,998           2,935               2,772 
 Retained deficit                  (1,320)         (1,181)               (995) 
-------------------  -----  --------------  --------------  ------------------ 
 Total equity 
  attributable to 
  equity holders of 
  the parent                         1,873           1,902               1,972 
 Non-controlling 
  interests                              2               2                   1 
 Total equity                        1,875           1,904               1,973 
-------------------  -----  --------------  --------------  ------------------ 
 

Consolidated statement of cash flows

for the 6-month period ended 31 March 2011

 
                                 6-month          6-month                 Year 
                            period ended     period ended                ended 
                           31 March 2011    31 March 2010    30 September 2010 
-----------------------  ---------------  ---------------  ------------------- 
                                    GBPm             GBPm                 GBPm 
-----------------------  ---------------  ---------------  ------------------- 
 Loss for the period / 
  year                             (254)            (319)                (104) 
 Adjustment for: 
 Depreciation and 
  amortisation                       113              124                  261 
 Impairment of 
  intangible assets and 
  property, plant and 
  equipment                            4                -                   27 
 Equity-settled 
  share-based payment 
  expenses                             9                8                   14 
 (Profit) / loss on 
  sale of property, 
  plant and equipment                (7)              (2)                    1 
 Share of (profit) / 
  loss of joint 
  ventures and 
  associates                        (15)                5                    3 
 (Gain) / loss on 
  foreign exchange                  (16)             (13)                   14 
 Change in value of 
  trade investment                     -                -                 (30) 
 Dividends received 
 from joint ventures                                                         9 
 and associates                        5                -                   10 
 Pension curtailment                (63)                -                    - 
 Financial income                   (48)             (41)                 (69) 
 Financial expenses                  111               96                  186 
 Loss from discontinued 
  operation                            -               13                   18 
 Taxation                           (91)            (113)                   50 
 Operating (loss) / 
  profit before changes 
  in working capital 
  and provisions                   (252)            (242)                  380 
 (Increase) / decrease 
  in inventories                    (20)                5                    1 
 (Increase) / decrease 
  in trade and other 
  receivables                      (351)            (159)                   34 
 (Decrease) / increase 
  in trade and other 
  payables                          (58)            (371)                  100 
 Increase / (decrease) 
  in provisions and                                                         93 
  employee benefits                   29             (35)                   () 
-----------------------  ---------------  ---------------  ------------------- 
 Cash flows from 
  operations                       (652)            (802)                  608 
 
 Net interest paid                  (36)             (34)                 (57) 
 Income taxes paid                  (40)             (22)                 (34) 
-----------------------  ---------------  ---------------  ------------------- 
 Cash flows from 
  operating activities             (728)            (858)                  517 
-----------------------  ---------------  ---------------  ------------------- 
 Investing activities 
 Proceeds from sale of 
  property, plant and 
  equipment                           59               16                   26 
 Proceeds from disposal 
  of investments                       2                7                    1 
 Acquisition of 
  subsidiaries, net of 
  cash acquired                     (16)             (22)                 (51) 
 Proceeds from other 
  investments                          -                -                    9 
 Investment in joint 
  ventures and 
  associates                         (9)             (87)                 (90) 
 Acquisition of 
  property, plant and 
  equipment and 
  intangible assets                (129)            (113)                (204) 
-----------------------  ---------------  ---------------  ------------------- 
 Cash flows from 
  investing activities              (93)            (199)                (309) 
-----------------------  ---------------  ---------------  ------------------- 
 Financing activities 
 Proceeds from new 
  loans and deposits 
  taken                              471              733                  768 
 Repayment of 
  borrowings                       (448)             (11)                (257) 
 Payment of finance 
  lease liabilities                 (39)             (12)                 (31) 
 Ordinary and 
  non-controlling 
  interest dividends 
  paid                             (122)             (35)                (120) 
 Acquisition of shares 
  for share-based 
  payments                             -                -                  (7) 
 Cash flows from 
  financing activities             (138)              675                  353 
-----------------------  ---------------  ---------------  ------------------- 
 Net (decrease) / 
  increase in cash and 
  cash equivalents                 (959)            (382)                  561 
 Cash and cash 
  equivalents at start 
  of period / year                 1,304              790                  790 
 Reclassification to 
 cash from assets 
 classified as held for 
 sale                                 10                -                    - 
 Effect of foreign 
  exchange on cash 
  held                                23              (6)                 (47) 
-----------------------  ---------------  ---------------  ------------------- 
 Cash and cash 
  equivalents at end of 
  period / year                      378              402                1,304 
-----------------------  ---------------  ---------------  ------------------- 
 

Consolidated statement of changes in equity for the 6-month period ended 31 March 2011

 
                                                                           Equity           Non 
                    Share    Merger   Convertible      Other   Retained   holders   controlling 
                                                                               of 
                  capital   reserve          bond   reserves    deficit    parent     interests   Total 
                     GBPm      GBPm          GBPm       GBPm       GBPm      GBPm          GBPm    GBPm 
---------------  --------  --------  ------------  ---------  ---------  --------  ------------  ------ 
 At 1 October 
  2010                112     2,490            83        282      (995)     1,972             1   1,973 
 Total 
 comprehensive 
 income / 
 (expense) for 
 the period 
 (Loss) / 
  profit                -         -             -          -      (255)     (255)             1   (254) 
 Other 
 comprehensive 
 income 
 Foreign 
  exchange 
  translation           -         -             -         81          -        81             -      81 
 Actuarial 
  gains arising 
  in respect of 
  defined 
  benefit 
  pension 
  schemes               -         -             -          -         49        49             -      49 
 Cash flow 
  hedges                -         -             -        145          -       145             -     145 
 Changes in the 
  fair value of 
  available for 
  sale 
  financial 
  assets                -         -             -          -          1         1             -       1 
 Total other 
  comprehensive 
  income                -         -             -        226         50       276             -     276 
---------------  --------  --------  ------------  ---------  ---------  --------  ------------  ------ 
 Total 
  comprehensive 
  income / 
  (expense) for 
  the period            -         -             -        226      (205)        21             1      22 
---------------  --------  --------  ------------  ---------  ---------  --------  ------------  ------ 
 Transactions 
 with owners 
 recorded 
 directly in 
 equity 
 Share-based 
  payment               -         -             -          -         11        11             -      11 
 Own share 
  transactions          -         -             -          -        (9)       (9)             -     (9) 
 Dividends              -         -             -          -      (122)     (122)             -   (122) 
 Total 
  transactions 
  with owners           -         -             -          -      (120)     (120)             -   (120) 
---------------  --------  --------  ------------  ---------  ---------  --------  ------------  ------ 
 At 31 March 
  2011                112     2,490            83        508    (1,320)     1,873             2   1,875 
---------------  --------  --------  ------------  ---------  ---------  --------  ------------  ------ 
 

Consolidated statement of changes in equity for the 6-month period ended 31 March 2010

 
                                                                            Equity           Non 
                     Share    Merger   Convertible      Other   Retained   holders   controlling 
                                                                                of 
                   capital   reserve          bond   reserves    deficit    parent     interests   Total 
                      GBPm      GBPm          GBPm       GBPm       GBPm      GBPm          GBPm    GBPm 
----------------  --------  --------  ------------  ---------  ---------  --------  ------------  ------ 
 At 1 October 
  2009 (as 
  previously 
  reported)            112     2,490             -        285      (604)     2,283             3   2,286 
 Restatement 
  (Note 1)               -         -             -          -      (112)     (112)             -   (112) 
 Restated 
  balance at 1 
  October 2009         112     2,490             -        285      (716)     2,171             3   2,174 
 Total 
 comprehensive 
 income / 
 (expense) for 
 the period 
 (Loss) / profit         -         -             -          -      (320)     (320)             1   (319) 
 Other 
 comprehensive 
 income / 
 (expense) 
 Foreign 
  exchange 
  translation            -         -             -         50          -        50             -      50 
 Actuarial 
  losses arising 
  in respect of 
  defined 
  benefit 
  pension 
  schemes                -         -             -          -       (20)      (20)             -    (20) 
 Cash flow 
  hedges                 -         -             -        110          -       110             -     110 
 Foreign 
  exchange gains 
  recycled 
  through 
  consolidated 
  income 
  statement              -         -             -          -        (6)       (6)             -     (6) 
 Total other 
  comprehensive 
  income / 
  (expense)              -         -             -        160       (26)       134             -     134 
----------------  --------  --------  ------------  ---------  ---------  --------  ------------  ------ 
 Total 
  comprehensive 
  income / 
  (expense) for 
  the period             -         -             -        160      (346)     (186)             1   (185) 
----------------  --------  --------  ------------  ---------  ---------  --------  ------------  ------ 
 Transactions 
 with owners 
 recorded 
 directly in 
 equity 
 Share-based 
  payment                -         -             -          -         13        13             -      13 
 Own share 
  transactions           -         -             -          -       (14)      (14)             -    (14) 
 Dividends               -         -             -          -      (118)     (118)           (2)   (120) 
 Issue of 
  convertible 
  bond                   -         -            36          -         --        36            --      36 
----------------  --------  --------  ------------  ---------  ---------  --------  ------------  ------ 
 Total 
  transactions 
  with owners            -         -            36          -      (119)      (83)           (2)    (85) 
----------------  --------  --------  ------------  ---------  ---------  --------  ------------  ------ 
 At 31 March 
  2010                 112     2,490            36        445    (1,181)     1,902             2   1,904 
----------------  --------  --------  ------------  ---------  ---------  --------  ------------  ------ 
 

Notes to the consolidated interim financial statements

1. Basis of preparation

Statement of compliance

These consolidated interim financial statements for the 6-month period ended 31 March 2011 have been prepared in accordance with the Disclosure and Transparency Rules of the Financial Services Authority and with International Accounting Standard (IAS) 34 'Interim financial reporting' as adopted by the EU. The consolidated interim financial statements should be read in conjunction with the Company's published consolidated financial statements for the year ended 30 September 2010, which were prepared in accordance with IFRS as adopted by the European Union.

The consolidated interim financial statements do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. Statutory accounts for the year ended 30 September 2010 were approved by the Board of Directors on 1 December 2010 and delivered to the Registrar of Companies. The report of KPMG Audit plc, the auditors for that financial year end, was (i) unqualified, (ii) did not include a reference to any matters to which they drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under section 498 of the Companies Act 2006.

These consolidated interim financial statements were approved by the Board of Directors on 9 May 2011.

Accounting policies

As required by the Disclosure and Transparency Rules of the Financial Services Authority, this interim financial information has been prepared applying the accounting policies and presentation that were applied in the preparation of the Company's published consolidated financial statements for the year ended 30 September 2010, except as noted below:

Taxes in the interim period are accrued using the tax rate that would be applicable to expected total annual earnings.

a) New and amended standards adopted by the Group

The following accounting standards and interpretations issued by the International Accounting Standards Board (IASB) or IFRS Interpretations Committee (IFRIC) have been adopted by the Group from 1 October 2010 with no significant impact on the consolidated results or financial position:

 
      --   IFRIC 17 - Distributions of Non-cash assets to owners 
      --   IFRIC 18 - Transfers of assets from customers 
      --   IFRIC 19 - Extinguishing Financial Liabilities with Equity 
            Instruments 
      --   Amendment to IAS 32 - Financial instruments: Presentation 
            on classification or rights 
      --   Amendment to IFRS 2 - Group Cash-settled Share-based Payment 
            Transactions 
      --   Various IFRSs - Annual improvements (2009) 
 

These adoptions have not had a significant impact on the current or prior period's / year's results or balance sheet positions, and therefore no restatement of the prior period's / year equity or profit / (loss) has been presented.

b) New and amended standards which are not relevant to the Group

 
      --   Amendment to IFRS 1 - First time adoption on Financial instrument 
            disclosures 
      --   Amendment to IFRS 1 - First time adoption on additional 
            exemptions 
      --   IFRIC 15 - Agreements for the Construction of Real Estate 
 

c) New interpretations and amendments to standards and interpretations that have been issued but are not yet effective

The following further new accounting standards, amendments to existing standards and interpretations are not yet effective and have not been early adopted:

 
      --   Amendment to IFRS 1 - First time adoption on hyperinflation 
            and fixed dates 
      --   Amendment to IFRS 7 - De-recognition disclosures 
      --   Amendment to IAS 12 - Income taxes on deferred tax 
      --   Amendment to IFRIC 14 - Prepayments of a Minimum Funding 
            Requirement 
      --   IFRS 9 - Financial instruments, on Classification and measurement 
            of financial assets 
      --   IAS 24 (revised) - Related Party Disclosures 
      --   Various IFRSs - Annual improvements (2010) 
 

The Group does not currently believe the adoption of the above standard, interpretations and amendments will have a material impact on the consolidated results or financial position of the Group.

Restatement of prior period balance sheet

As disclosed on pages 70-71 of the 2010 Annual Report and Accounts, the Group restated its cumulative results for the periods ended 30 September 2009 by GBP112m. The net impact of this restatement on the 30 September 2009 balance sheet was to reduce current trade and other receivables by GBP54m and increase current trade and other payables by GBP58m.

The balance sheet at 30 September 2010 contained in the 2010 Annual Report and Accounts reflected this change and accordingly no restatement of that balance sheet is necessary. However, the consolidated balance sheet at 31 March 2010 has not been published since this restatement was announced. As such, the consolidated balance sheet as at 31 March 2010 is now restated for this change. The net impact of this restatement on the balance sheet is to reduce current trade and other receivables by GBP54m and increase current trade and other payables by GBP58m as at 31 March 2010.

Re-presentation of prior periods' results

The results of the Group's business of Societe d'Investissement Aerien S.A. (Jet4You) were previously separately classified as a discontinued operation for the period ended 31 March 2010 and year ended 30 September 2010. As a result of the cessation of current negotiations for the sale of this business, this business ceases to qualify as held-for-sale.

In accordance with IFRS 5, the results of Jet4You are presented in the consolidated income statement as continuing in both the current and comparative periods and this has resulted in the re-presentation of the comparative periods as follows:

 
                        6-month period 
                        ended 31 March                          6-month period 
                               2010 as   Impact of the re-      ended 31 March 
                            previously     presentation of             2010 as 
                              reported             Jet4You        re-presented 
                                  GBPm                GBPm                GBPm 
------------------  ------------------  ------------------  ------------------ 
 
 Revenue                         4,933                  36               4,969 
 Cost of sales                 (4,802)                (39)             (4,841) 
------------------  ------------------  ------------------  ------------------ 
 Gross 
  profit/(loss)                    131                 (3)                 128 
 Administrative 
  expenses                       (490)                (10)               (500) 
------------------  ------------------  ------------------  ------------------ 
 Operating loss                  (364)                (13)               (377) 
------------------  ------------------  ------------------  ------------------ 
 
 Analysed as: 
 Underlying 
  operating loss                 (314)                 (8)               (322) 
 Separately 
  disclosed items                 (19)                 (5)                (24) 
 Acquisition 
  related 
  expenses                        (29)                   -                (29) 
 Taxation on 
  results of joint 
  ventures and 
  associates                       (2)                   -                 (2) 
------------------  ------------------  ------------------  ------------------ 
 Loss before tax 
  from continuing 
  operations                     (419)                (13)               (432) 
------------------  ------------------  ------------------  ------------------ 
 Loss after tax 
  from continuing 
  operations                     (306)                (13)               (319) 
------------------  ------------------  ------------------  ------------------ 
 
 
                         Year ended 30 
                     September 2010 as   Impact of the re-       Year ended 30 
                            previously     presentation of   September 2010 as 
                              reported             Jet4You        re-presented 
                                  GBPm                GBPm                GBPm 
------------------  ------------------  ------------------  ------------------ 
 
 Revenue                        13,400                  91              13,491 
 Cost of sales                (12,217)                (92)            (12,309) 
------------------  ------------------  ------------------  ------------------ 
 Gross 
  profit/(loss)                  1,183                 (1)               1,182 
 Administrative 
  expenses                     (1,099)                (17)             (1,116) 
------------------  ------------------  ------------------  ------------------ 
 Operating 
  profit/(loss)                     81                (18)                  63 
------------------  ------------------  ------------------  ------------------ 
 
 Analysed as: 
 Underlying 
  operating (loss) 
  / profit                         412                (13)                 399 
 Separately 
  disclosed items                (250)                 (5)               (255) 
 Acquisition 
  related 
  expenses                        (63)                   -                (63) 
 Impairment of 
  goodwill                        (12)                   -                (12) 
 Taxation on 
  results of joint 
  ventures and 
  associates                       (6)                   -                 (6) 
------------------  ------------------  ------------------  ------------------ 
 Loss before tax 
  from continuing 
  operations                      (36)                (18)                (54) 
------------------  ------------------  ------------------  ------------------ 
 Loss after tax 
  from continuing 
  operations                      (86)                (18)               (104) 
------------------  ------------------  ------------------  ------------------ 
 

* Refer to 'Basis of Preparation' within Note 1 of the consolidated financial statements within the 2010 Annual Report & Accounts for details

For the purposes of segmental reporting, the results of Jet4You are included within the Rest of Western Europe segment.

In accordance with IFRS 5, the current period balance sheet has been re-measured to the carrying amounts prior to the disposal group being classified as held-for-sale, adjusted for additional GBP1m depreciation that would have been recognised if the disposal group had not been classified as held-for-sale.

The balance sheet for both comparative periods have not been re-presented or re-measured, as dictated by IFRS 5. Accordingly, the comparative consolidated statement of cashflows has not been re-presented.

Estimates and judgements

The preparation of interim financial statements requires management to make estimates, judgements and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

Underlying measures of profit / loss

The Group believes that underlying operating profit / loss, underlying profit / loss before tax and underlying earnings / loss per share provide additional guidance to statutory measures to help understand the underlying performance of the business during the financial period / year. The term underlying is not defined under International Financial Reporting Standards. It is a measure that is used by management to assess the underlying performance of the business internally and is not intended to be a substitute measure for Adopted IFRSs' GAAP measures. The Group defines these underlying measures as follows:

Underlying operating profit / loss is operating profit or loss from continuing operations stated before separately disclosed items (Note 5), the pro-forma impact of volcanic ash, acquisition related items, impairment of goodwill and taxation on the Group's share of the results of joint ventures and associates.

Underlying profit / loss before tax is profit or loss from continuing operations before taxation (Group and share of joint ventures and associates), the pro-forma impact of volcanic ash, acquisition related items, impairment of goodwill and separately disclosed items included within both the operating result and net financial expenses.

Underlying earnings / loss used in the calculation of underlying earnings / loss per share is profit / loss after tax from continuing operations excluding the pro-forma impact of volcanic ash, acquisition related items, impairment of goodwill and separately disclosed items included within both the operating result and net financial expenses (net of related taxation).

It should be noted that the definitions of underlying items being used in these consolidated financial statements are those used by the Group and may not be comparable with the term "underlying" as defined by other companies within both the same sector or elsewhere.

Further details of the impact of the volcano, which occurred in the second half of the 2010 financial year can be found on page 72 of the Group's Annual Report and Accounts. A reconciliation of underlying operating profit to underlying profit before tax, taking into account the impact of the volcano and the re-presentation of Jet4You, is as follows:

 
                                       6-month         6-month 
                                  period ended    period ended      Year ended 
                                      31 March        31 March    30 September 
                                          2011            2010            2010 
                                          GBPm            GBPm            GBPm 
------------------------------  --------------  --------------  -------------- 
 Underlying operating (loss) / 
  profit as previously 
  presented                                              (314)             447 
 Impact of the re-presentation 
  of Jet4You                                               (8)            (13) 
 Underlying operating (loss) / 
  profit in segmental analysis 
  (as re-presented)                                      (322)             434 
 Pro-forma impact of volcanic 
  ash                                                        -            (35) 
                                                --------------  -------------- 
 Underlying operating (loss) / 
  profit                                 (307)           (322)             399 
 Net underlying financial 
  expenses                                (57)            (53)           (110) 
------------------------------  --------------  --------------  -------------- 
 Underlying (loss) / profit 
  before tax                             (364)           (375)             289 
------------------------------  --------------  --------------  -------------- 
 

Separately disclosed items

Separately disclosed items are those significant items which in management's judgement are highlighted by virtue of their size or incidence to enable a full understanding of the Group's financial performance. Such items are included within the income statement caption to which they relate (Note 5).

Acquisition related expenses

Acquisition related items comprise amortisation of business combination intangibles, other acquisition related expenses and remuneration for post-combination services.

Funding, liquidity and going concern

The Directors have considered the funding and liquidity position of the Group.

The Board remains satisfied with the Group's funding and liquidity position. The main sources of debt funding as at 31 March 2011 are:

 
 1.   the shareholder loan from TUI AG of EUR160 million which is fully 
       drawn. This was fully repaid on 30 April 2011; 
 2.   the external bank GBP1,060 million revolving syndicated credit 
      facilities which mature in June 2012; 
 3.   a GBP350 million convertible bond (due 2014) issued on 1 October 
       2009 and received on 5 October 2009; 
 4.   a GBP400 million convertible bond (due 2017) issued on 22 April 
       2010 and received on 27 April 2010; and 
 5.   Bonding and letter of credit facilities of GBP120 million, maturing 
       in June 2012 except GBP40m which matures in September 2011. 
 

The ratio of Earnings Before Interest, Taxation, Depreciation, Amortisation and operating lease Rentals (EBITDAR) to fixed charges (being the aggregate amount of interest and any other finance charges in respect of borrowings and including all payments under operating leases) and the ratio of net debt to EBITDA, which the Board believes to be the most useful measures of cash generation and gearing, as well as being the main basis for the Group's credit facility covenants, are currently well within the covenant limits. Forecasts reviewed by the Board, including forecasts adjusted for significantly worse economic conditions, show continued compliance with these covenants. EBITDA is Earnings Before Interest, Taxation, Depreciation and Amortisation. For both covenants earnings are calculated on an underlying basis as described previously.

On the basis of its forecasts, both base case and adjusted as described above, and available facilities, the Board has concluded that the going concern basis of preparation continues to be appropriate.

2. Seasonality

The Group's travel leisure business is subject to significant seasonal fluctuations between the Winter and Summer seasons, resulting in losses being expected in the first half and profits being expected in the second half of the year. The Group mitigates this seasonal impact through operating a broad range of holiday products in both the Winter and Summer seasons and in different global holiday markets which have different annual cycles. There are appropriate sources of debt funding to match the seasonality of the Group's cash flows, as described in Note 1.

3. Principal risks and uncertainties

The Group considers strategic, operational and financial risks and identifies actions to mitigate those risks. The principal risks and uncertainties faced by the Group for the remainder of the financial year and which are unchanged from the prior year, are listed below:

 
      --   Global financial factors, such as exchange rates, fuel prices 
            and tax laws and the global economic environment 
      --   Political volatility, natural catastrophes and outbreaks 
      --   Regulatory environment, particularly in relation to aviation 
            taxes and environmental and consumer protection 
      --   Changing consumer preferences 
      --   Reliance on IT systems 
      --   Investment into niche businesses and emerging markets 
      --   Supply chain, such as dependency on the provision of services 
            by hotel operators and airline services 
 

Further details of the Group's risk profile analysis can be found on pages 20 to 23 of the Group's Annual Report and Accounts for the year ended 30 September 2010, available from the Group website: www.tuitravelplc.com.

4. Segmental information

The Group adopted IFRS 8: Operating Segments for the first time in the year ended 30 September 2010. Information regarding the identification of the chief operating decision-maker and operating segments together with the basis of measurement for the year ended 30 September 2010 is disclosed on page 82 of the Group's Annual Report and Accounts.

With effect from 1 October 2010, the Group reorganised its business Sectors. The main change was the merger of the Specialist and Activity sectors and simultaneously some of the European specialist businesses transferred to the Mainstream and A&D sectors. As part of the restructure, the Emerging Markets Sector now operates as a standalone entity.

Segmental information for both the current and prior periods have been presented using this new structure, with the prior period information being re-presented for both this and for Jet4You classified as a continuing operation (Note 1).

6-month period ended 31 March 2011

 
                                                                    Underlying 
                                                            Total    operating 
                                  Inter-segmental        external       (loss) 
 Sector           Total revenue           revenue         revenue     / profit 
                           GBPm              GBPm            GBPm         GBPm 
---------------  --------------  ----------------  --------------  ----------- 
 UK                       1,102              (37)           1,065        (173) 
 Canada                       -                 -               -           19 
 Rest of 
  Northern 
  Region                    542              (22)             520           17 
---------------  --------------  ----------------  --------------  ----------- 
 Total Northern 
  Region                  1,644              (59)           1,585        (137) 
 
 Germany                  1,503              (10)           1,493         (67) 
 Rest of 
  Central 
  Europe                    178              (19)             159         (15) 
---------------  --------------  ----------------  --------------  ----------- 
 Total Central 
  Europe                  1,681              (29)           1,652         (82) 
 
 French Airline             213              (48)             165          (3) 
 Rest of 
  Western 
  Europe                    934               (6)             928         (73) 
---------------  --------------  ----------------  --------------  ----------- 
 Total Western 
  Europe                  1,147              (54)           1,093         (76) 
 
 Total 
  Mainstream              4,472             (142)           4,330        (295) 
---------------  --------------  ----------------  --------------  ----------- 
 
 Specialist & 
  Activity                  630               (1)             629          (1) 
 Emerging 
  Markets                     -                 -               -          (6) 
 Accommodation 
  and 
  Destinations              319              (73)             246            7 
 
 All other 
  segments and 
  unallocated 
  items                       -                 -               -         (12) 
 
 Total Group              5,421             (216)           5,205        (307) 
---------------  --------------  ----------------  --------------  ----------- 
 

6-month period ended 31 March 2010

 
                                                                          Underlying 
                                                                           operating 
                                                     Total external         (loss) / 
                   Total revenue   Inter-segmental          revenue           profit 
 Sector           (re-presented)           revenue   (re-presented)   (re-presented) 
                            GBPm              GBPm             GBPm             GBPm 
---------------  ---------------  ----------------  ---------------  --------------- 
 UK                        1,014              (38)              976            (161) 
 Canada                       52                 -               52              (5) 
 Rest of 
  Northern 
  Region                     432              (21)              411               19 
---------------  ---------------  ----------------  ---------------  --------------- 
 Total Northern 
  Region                   1,498              (59)            1,439            (147) 
 
 Germany                   1,495               (6)            1,489             (58) 
 Rest of 
  Central 
  Europe                     181              (16)              165             (15) 
---------------  ---------------  ----------------  ---------------  --------------- 
 Total Central 
  Europe                   1,676              (22)            1,654             (73) 
 
 French Airline              183              (35)              148             (23) 
 Rest of 
  Western 
  Europe                     877               (2)              875             (67) 
---------------  ---------------  ----------------  ---------------  --------------- 
 Total Western 
  Europe                   1,060              (37)            1,023             (90) 
 
 Total 
  Mainstream               4,234             (118)            4,116            (310) 
---------------  ---------------  ----------------  ---------------  --------------- 
 
 Specialist & 
  Activity                   633               (1)              632                3 
 Emerging 
  Markets                      -                 -                -              (4) 
 Accommodation 
  and 
  Destinations               280              (59)              221                3 
 
 All other 
  segments and 
  unallocated 
  items                        -                 -                -             (14) 
 
 Total Group               5,147             (178)            4,969            (322) 
---------------  ---------------  ----------------  ---------------  --------------- 
 

Year ended 30 September 2010

 
                                                                          Underlying 
                                                                           operating 
                                                     Total external         profit / 
                   Total revenue   Inter-segmental          revenue           (loss) 
 Sector           (re-presented)           revenue   (re-presented)   (re-presented) 
                            GBPm              GBPm             GBPm             GBPm 
---------------  ---------------  ----------------  ---------------  --------------- 
 UK                        3,453              (61)            3,392              127 
 Canada                       52                 -               52              (5) 
 Rest of 
  Northern 
  Region                     967              (63)              904               61 
---------------  ---------------  ----------------  ---------------  --------------- 
 Total Northern 
  Region                   4,472             (124)            4,348              183 
 
 Germany                   3,829              (29)            3,800               81 
 Rest of 
  Central 
  Europe                     627              (52)              575               11 
---------------  ---------------  ----------------  ---------------  --------------- 
 Total Central 
  Europe                   4,456              (81)            4,375               92 
 
 French Airline              399              (56)              343             (24) 
 Rest of 
  Western 
  Europe                   2,625              (13)            2,612               68 
---------------  ---------------  ----------------  ---------------  --------------- 
 Total Western 
  Europe                   3,024              (69)            2,955               44 
 
 Total 
  Mainstream              11,952             (274)           11,678              319 
---------------  ---------------  ----------------  ---------------  --------------- 
 
 Specialist & 
  Activity                 1,351                 -            1,351               78 
 Emerging 
  Markets                      -                 -                -              (7) 
 Accommodation 
  and 
  Destinations               796             (209)              587               73 
 
 All other 
  segments and 
  unallocated 
  items                        -                 -                -             (29) 
 
 Total Group              14,099             (483)           13,616              434 
---------------  ---------------  ----------------  ---------------  --------------- 
 

Reconciliation of segmental revenues to statutory revenues

 
                                                       6-month 
                                       6-month    period ended      Year ended 
                                  period ended        31 March    30 September 
                                 31 March 2011            2010            2010 
                                          GBPm            GBPm            GBPm 
-----------------------------  ---------------  --------------  -------------- 
 Total external revenue in 
  segmental analysis 
  (re-presented)                         5,205           4,969          13,616 
 Pro-forma impact of volcanic 
  ash                                        -               -           (125) 
-----------------------------  ---------------  --------------  -------------- 
 Statutory revenue 
  (re-presented)                         5,205           4,969          13,491 
 Re-presentation of Jet4You 
  revenue                                    -            (36)            (91) 
-----------------------------  ---------------  --------------  -------------- 
 Statutory revenue (as 
  previously stated)                     5,205           4,933          13,400 
-----------------------------  ---------------  --------------  -------------- 
 

Reconciliation of underlying operating (loss) / profit in segmental analysis to operating (loss) / profit

 
                                                       6-month 
                                       6-month    period ended      Year ended 
                                  period ended        31 March    30 September 
                                 31 March 2011            2010            2010 
                                          GBPm            GBPm            GBPm 
-----------------------------  ---------------  --------------  -------------- 
 Underlying operating (loss) 
  / profit in segmental 
  analysis (re-presented)                (307)           (322)             434 
 Pro-forma impact of volcanic 
  ash                                        -               -            (35) 
-----------------------------  ---------------  --------------  -------------- 
 Underlying operating (loss) 
  / profit (re-presented)                (307)           (322)             399 
 Separately disclosed items                 58            (24)           (255) 
 Acquisition related items                (32)            (29)            (63) 
 Impairment of goodwill                      -               -            (12) 
 Taxation on joint ventures 
  and associates                           (1)             (2)             (6) 
-----------------------------  ---------------  --------------  -------------- 
 Operating (loss) / profit               (282)           (377)              63 
-----------------------------  ---------------  --------------  -------------- 
 

5. Separately disclosed items

 
                                                  6-month 
                                6-month      period ended           Year ended 
                           period ended     31 March 2010    30 September 2010 
                          31 March 2011    (re-presented)       (re-presented) 
                                   GBPm              GBPm                 GBPm 
----------------------  ---------------  ----------------  ------------------- 
 Separately disclosed 
 items in operating 
 (loss) / profit 
 Merger related 
  integration costs                   -                34                  116 
 Restructuring and 
  other separately 
  disclosed items                  (53)                34                   63 
 Aircraft and other 
  assets                            (1)              (44)                    7 
----------------------  ---------------  ----------------  ------------------- 
 Total pre volcanic 
  ash                              (54)                24                  186 
 Incremental costs 
  caused by volcanic 
  ash disruption                    (4)                 -                   69 
----------------------  ---------------  ----------------  ------------------- 
 Total                             (58)                24                  255 
----------------------  ---------------  ----------------  ------------------- 
 
 Separately disclosed 
  financial expenses                  6                 2                    7 
----------------------  ---------------  ----------------  ------------------- 
 

Merger related integration costs

The merger related integration programme has now been completed and no further costs are expected to arise in this category.

Costs incurred in the comparative periods relate primarily to the costs of integration of the UK businesses and, in the Accommodation & Destinations Sector, separate First Choice and TUI Tourism incoming agencies were combined in a number of key destinations, notably Spain.

Restructuring and other separately disclosed items

During the 6-month period ended 31 March 2011, the Company engaged in a consultation process with the members of its defined benefit pension schemes to seek ways to limit future liabilities for the Company in order to help make the schemes affordable, sustainable and competitive for the future. One of the changes which has been agreed with the members is a restriction to salary increases used under the rules of the pension schemes to calculate benefits to a maximum of 2.5% in any one year. This change has resulted in a reduction in accrued pension liabilities measured under IAS 19 of GBP63m. Under IAS 19, introducing a restriction to the extent that future salary increases are linked to the benefits payable for past service is a curtailment which is recognised fully in the Income Statement in the period in which it occurs. Therefore in this period a GBP63m credit is included in the Income Statement in relation to this curtailment and it is included as a separately disclosed item.

The introduction of the salary cap has also led to a change in withdrawal assumptions where it is now less beneficial for members to remain in certain schemes. The change in this assumption has the impact of increasing the liabilities of the scheme by GBP15m. Under IAS19 a change in assumption is recognised within actuarial gains and losses in the statement of changes in equity and is not in the income statement.

Also included in the 6-month period ended 31 March 2011 are Mainstream restructuring costs of GBP10m which principally relate to the ongoing restructure of Corsair, the scheduled French airline, and the retail network of Nouvelles Frontieres in France. In addition there has been GBP1m of restructuring costs in the Specialist and Activity sector and GBP7m of restructuring costs incurred in Group head office companies, offset by a GBP9m credit on the change in value of unhedged foreign currency derivative instruments.

Costs incurred in the 6-month period ended 31 March 2010 relate principally to GBP22m for the restructuring of hotel operations in Turkey and GBP4m for restructuring of the Canadian business as a consequence of the strategic venture transaction with Sunwing Travel Group Inc.

Aircraft and other assets

During the 6-month period ended 31 March 2011, the principal charge is GBP4m in relation to a further impairment of the cruise ship, the 'Island Escape', after its dry-dock costs were more expensive than previously anticipated. This charge is offset by GBP5m profit on the sale and leaseback of aircraft and the disposal of aircraft engines previously held for sale.

The GBP44m credit in the 6-month period ended 31 March 2010 relates to a combination of aircraft order cancellation credits and compensation for delays to the delivery of aircraft.

Impact of volcanic ash

There has been a release of GBP4m of accruals in the 6-month period ended 31 March 2011 as costs in relation to the disruption in 2010 are in the process of being finalised with third party suppliers.

Separately disclosed financial expenses

The separately disclosed financial expenses in the 6 months ended 31 March 2011, relate to interest charges on the late settlement of tax liabilities in Spain. (6 months ended 31 March 2010: GBP2m revaluation of a put option written by the Group in respect of a minority shareholder of L'TUR Tourismus AG).

6. Analysis of acquisition related expenses

 
                                 6-month          6-month 
                            period ended     period ended           Year ended 
                           31 March 2011    31 March 2010    30 September 2010 
                                    GBPm             GBPm                 GBPm 
-----------------------  ---------------  ---------------  ------------------- 
 Acquisition related 
 expenses in operating 
 (loss) / profit 
 Amortisation of 
  business combination 
  intangibles                         28               24                   54 
 Other acquisition 
  related expenses                     3                4                    7 
 Remuneration for 
  post-combination 
  services                             1                1                    2 
-----------------------  ---------------  ---------------  ------------------- 
 Total                                32               29                   63 
-----------------------  ---------------  ---------------  ------------------- 
 

7. Goodwill impairment charge

The goodwill impairment charge in the year ended 30 September 2010 of GBP12m related to the Italian (GBP7m) and Spanish (GBP5m) Specialist cash generating units (both now part of the Rest of Western Europe segment) as a result of a deterioration in forecast trading results compared to the prior year.

8. Taxation

The Group's effective tax rate, being tax for the 6-month period ended 31 March 2011, and the Group's underlying effective tax rate, being tax on underlying loss before tax for the same period are both 27%.

 
                                 6-month          6-month 
                            period ended     period ended           Year ended 
                           31 March 2011    31 March 2010    30 September 2010 
                                    GBPm             GBPm                 GBPm 
-----------------------  ---------------  ---------------  ------------------- 
 Loss before tax 
  reported in the 
  consolidated income 
  statement                        (345)            (432)                 (54) 
 Adjustment for share 
  of (profit) / loss of 
  joint ventures and 
  associates                        (15)                5                    3 
                                   (360)            (427)                 (51) 
-----------------------  ---------------  ---------------  ------------------- 
 Total income tax 
  credit / (charge) in 
  income statement                    91              113                 (50) 
 Actual tax rate                   25.3%            26.4%                98.0% 
-----------------------  ---------------  ---------------  ------------------- 
 

The actual tax rates shown above differ from the underlying effective tax rate of 27% due to the tax effect of separately disclosed items.

9. Dividends

The following dividends relating to ordinary shares have been deducted from equity in the period:

 
                                                  6-month 
                                  6-month    period ended 
                             period ended        31 March           Year ended 
                            31 March 2011            2010    30 September 2010 
                                     GBPm            GBPm                 GBPm 
------------------------  ---------------  --------------  ------------------- 
 Interim dividend paid 
 for 2010                              36               -                    - 
 Final dividend paid for 
 2010                                  86               -                    - 
 Interim dividend paid 
  for 2009                              -              33                   33 
 Final dividend paid for 
  2009                                  -              85                   85 
 Total dividends                      122             118                  118 
------------------------  ---------------  --------------  ------------------- 
 

The interim dividend in respect of the year ended 30 September 2010 of 3.2p per ordinary share, totalling GBP36m was paid on 1 October 2010 and deducted from equity in the period.

At the Company's AGM on 3 February 2011, the shareholders approved the final recommended dividend for 2010 of 7.8p per ordinary share. The dividend was paid on 1 March 2011 and therefore its value of GBP86m has been recognised as a deduction from equity in the period.

Subsequent to the balance sheet date, the Directors have proposed an interim dividend for the 6-month period ended 31 March 2011 of 3.3p per ordinary share, totalling GBP37m, payable on 3 October 2011.

A dividend reinvestment plan is in operation. Those shareholders who have not elected to participate in this plan, and who would like to participate with respect to the 2011 interim dividend, may do so by contacting Equiniti on 0871 384 2030. The last day for election for the proposed interim dividend is 19 September 2011 and any requests should be made in good time ahead of that date.

10. Loss per share

The basic loss per share is calculated by dividing the loss attributable to ordinary shareholders by the applicable weighted average number of shares in issue during the period, excluding those held in the employee share ownership trusts.

The diluted loss per share is calculated by:

 
      --   taking losses attributable to ordinary shareholders adjusted where 
           the effect would be dilutive by the interest expense of the Group's 
           convertible bond net of tax; and 
      --   dividing by the adjusted weighted average number of ordinary shares 
            and where the effect would be dilutive, outstanding share awards 
            and the conversion to ordinary shares of the Group's convertible 
            bond. 
 

In the accordance with IAS 33: Earnings per share, the calculations of basic and underlying diluted loss per share has not included anti-dilutive potential ordinary shares. Therefore there is no difference between the calculation of basic and diluted loss per share in the 6-month periods ended 31 March 2011 and 31 March 2010.

Following the reclassification of Jet4You (see Note 1) the loss per share for the period ended 31 March 2010 and the year ended 30 September 2010 have been re-presented. The basic and diluted loss per share increased by 1.2p for the period ended 31 March 2010 and 1.6p for the year ended 30 September 2010.

The additional underlying earnings per share measures have been given to provide the reader of the interim financial statements with a better understanding of the results.

Basic and diluted loss per share for the 6-month period ended 31 March 2011

 
                           Weighted 
                            average      Loss 
                             number       per 
                    Loss         of     share                          Weighted 
                 6-month     shares   6-month                    average number 
                  period    6-month    period                         of shares   Loss per share 
                   ended     period     ended     Loss 6-month   6-month period   6-month period 
                      31   ended 31        31     period ended   ended 31 March   ended 31 March 
                   March      March     March    31 March 2010             2010             2010 
                    2011       2011      2011   (re-presented)   (re-presented)   (re-presented) 
                    GBPm   Millions     Pence             GBPm         Millions            Pence 
 Basic and 
  diluted loss 
  per share        (255)      1,107    (23.0)            (320)            1,108           (28.9) 
 Acquisition 
  related 
  items (net 
  of tax)             23          -       2.1               22                -              2.0 
 Separately 
  disclosed 
  items (net 
  of tax)           (30)          -     (2.7)               21                -              1.9 
--------------  --------  ---------  --------  ---------------  ---------------  --------------- 
 Basic and 
  diluted 
  underlying 
  loss per 
  share            (262)      1,107    (23.6)            (277)            1,108           (25.0) 
--------------  --------  ---------  --------  ---------------  ---------------  --------------- 
 

Basic and diluted loss per share for the year ended 30 September 2010 is as follows:

 
                                                             (Loss) / earnings 
                     (Loss) / earnings    Weighted average      per share Year 
                         Year ended 30       no. of shares            ended 30 
                        September 2010       Year ended 30      September 2010 
                        (re-presented)      September 2010      (re-presented) 
                                  GBPm            Millions               Pence 
------------------  ------------------  ------------------  ------------------ 
 Basic and diluted 
  loss per share                 (104)               1,107               (9.4) 
                    ------------------  ------------------ 
 Acquisition 
  related items 
  (net of tax)                     127                   -                11.5 
 Separately 
  disclosed items 
  (net of tax)                     208                   -                18.8 
------------------  ------------------  ------------------  ------------------ 
 Basic underlying 
  earnings per 
  share                            231               1,107                20.9 
 Effect of 
  dilutive 
  options                            -                  11               (0.2) 
 Effect of 
  convertible 
  bonds                             32                 144                 0.1 
------------------  ------------------  ------------------  ------------------ 
 Diluted 
  underlying 
  earnings per 
  share                            263               1,262                20.8 
------------------  ------------------  ------------------  ------------------ 
 

11. Acquisitions and investments

(a) Acquisitions in the 6-month period ended 31 March 2011

In January 2011, the Accommodation and Destinations Sector of the Group purchased 100% of the voting equity instruments of Lima Tours S.A.C., a Peruvian based tour operator.

The fair values of the net assets acquired are set out below:

 
                                GBPm 
-----------------------------  ----- 
 Intangible fixed assets           3 
 Trade and other receivables       2 
 Cash and cash equivalents         1 
 Trade and other payables        (4) 
-----------------------------  ----- 
 Total                             2 
-----------------------------  ----- 
 

Provisional goodwill arising on acquisitions in the period is calculated as follows:

 
 Calculation of goodwill arising    GBPm 
---------------------------------  ----- 
 Consideration payable                 5 
 Net assets acquired                   2 
---------------------------------  ----- 
 Provisional goodwill arising          3 
---------------------------------  ----- 
 

Contingent consideration for Lima Tours S.A.C. is also payable dependent on the future results of the acquired business and on the service of the vendors up to a maximum of GBP5m. In accordance with IFRS 3 (2008), this cost will be expensed as remuneration for post-combination services in the income statement over the earn-out period, which ends in December 2013.

In addition to the above, in line with our distribution strategy in Central Europe, the Group acquired 27 individually immaterial Central European travel agencies in separate transactions and one cruise handling business for a total of GBP6m cash consideration, resulting in goodwill and intangibles of GBP6m. All acquisitions have been accounted for using the purchase method.

For current period acquisitions certain fair value adjustments and the value of contingent consideration have necessarily been prepared on a provisional basis due to the recent timing of certain acquisitions and the periods over which contingent consideration may become payable. Experience may result in revisions to fair values in the subsequent accounting period.

Provisional goodwill arising in respect of current year acquisitions represents principally:

 
      --   Increased market knowledge and share of particular geographic 
           areas; 
      --   The employee workforce of the acquired businesses; and 
      --   The ability to sell acquired product through existing channels and 
            existing product through acquired channels. 
 

The total cash outflow in the period from acquisition of subsidiaries and travel agencies (net of cash acquired) was GBP16 million, which comprised GBP7 million relating to current period acquisitions and GBP9 million relating to prior period acquisitions.

(b) Income statement

The acquired businesses and travel agents contributed revenues of GBP6m during the 6-month period ended 31 March 2011 with no material impact on profit after tax.

If the businesses and travel agencies that were acquired at various times during the period ended 31 March 2011 had been part of the Group since 1 October 2010, Group revenue would have increased further by GBP5m with no material impact on profit after tax.

(c) Acquisitions after the balance sheet date

On 4 April 2011, the Group entered into a strategic venture in which it acquired 60% of the equity share capital of the company headed by Intrepid Travel Group Limited ("Intrepid"), based in Melbourne, Australia. The consideration paid for Intrepid was 40% of the share capital of the Group's existing Adventure businesses. The result of the transaction is that the Group owns 60% of the newly formed group, called "PEAK", combining its adventure businesses with Intrepid to form a leading position in the adventure and experiential travel market. The Group will consolidate PEAK from the date that control passed on 4 April 2011, with 40% held by non-controlling interest shareholders.

The acquisition of the 60% of the Intrepid businesses will be treated as a business combination in accordance with IFRS 3 (revised), and the disposal of 40% of the TUI Adventure businesses will be treated in accordance with IAS 27 (revised), with any difference between the fair value and book value of the assets disposed being presented as a change in equity.

A review of the assets and liabilities acquired, including the identification and valuation of intangible assets such as brands, is still ongoing and therefore no fair value table has been presented in this Interim Report. Consequently the resulting goodwill arising from the transaction has not yet been determined.

If Intrepid had been part of the Group from 1 October 2010 then the turnover of the Group would have been GBP30m higher than that reported. Until the acquisition accounting has been completed, it is not possible to assess the impact on the Group's loss had Intrepid been part of the Group from 1 October 2010.

12. Acquisitions of property, plant and equipment and intangible assets

Payments made for additions of property, plant and equipment and intangible assets totalled GBP129m in the six month period to 31 March 2011. This comprised GBP10m for land and buildings, GBP33m for yachts, motor boats and cruise ships, GBP21m for aircraft and related equipment, GBP28m for computer hardware and software and GBP37m of other equipment.

13. Trade and other payables

 
                                 6-month          6-month 
                            period ended     period ended           Year ended 
                           31 March 2011    31 March 2010    30 September 2010 
                                    GBPm             GBPm                 GBPm 
-----------------------  ---------------  ---------------  ------------------- 
 Customer deposits                 2,388            1,972                1,513 
 Other                             1,998            2,054                2,788 
 Trade and other 
  payables                         4,386            4,026                4,301 
-----------------------  ---------------  ---------------  ------------------- 
 

14. Movements in cash and net debt

 
                                         Amounts 
                Cash and                  due to                                   Other 
                    cash   Convertible   related    Bank    Loan   Finance     financial 
             equivalents         bonds   parties   loans   notes    Leases   liabilities     Total 
                    GBPm          GBPm      GBPm    GBPm    GBPm      GBPm          GBPm      GBPm 
----------  ------------  ------------  --------  ------  ------  --------  ------------  -------- 
 
 At 1 
  October 
  2010             1,304         (633)     (575)    (36)     (2)     (269)          (38)     (249) 
 Cash 
  movement         (959)             -       438   (461)       -        39             -     (943) 
 Non-cash 
  movement            10          (12)         -       -       1       (4)             -       (5) 
 Foreign 
  exchange            23             -       (4)     (1)     (1)       (1)           (1)        15 
 At 31 
  March 
  2011               378         (645)     (141)   (498)     (2)     (235)          (39)   (1,182) 
----------  ------------  ------------  --------  ------  ------  --------  ------------  -------- 
 
 
                                            Amounts 
                   Cash and                  due to                                   Other 
                       cash   Convertible   related    Bank    Loan   Finance     financial 
                equivalents         bonds   parties   loans   notes    Leases   liabilities     Total 
                       GBPm          GBPm      GBPm    GBPm    GBPm      GBPm          GBPm      GBPm 
-------------  ------------  ------------  --------  ------  ------  --------  ------------  -------- 
 
 At 1 October 
  2009                  790             -     (840)    (51)     (6)     (192)          (39)     (338) 
 Cash 
  movement            (382)         (350)         -   (372)       -        12             -   (1,092) 
 Non-cash 
  movement                -            55         -       -       -       (1)             -        54 
 Foreign 
  exchange              (6)             -        22       9       -       (2)             1        24 
 Arising on 
  acquisition             -             -         -     (1)       -         -             -       (1) 
-------------  ------------  ------------  --------  ------  ------  --------  ------------  -------- 
 At 31 March 
  2010                  402         (295)     (818)   (415)     (6)     (183)          (38)   (1,353) 
-------------  ------------  ------------  --------  ------  ------  --------  ------------  -------- 
 

15. Capital commitments

The following amounts have been contracted but not provided for at the balance sheet date:

 
                        31 March   31 March   30 September 
                            2011       2010           2010 
                            GBPm       GBPm           GBPm 
---------------------  ---------  ---------  ------------- 
 Capital commitments           4          8              9 
---------------------  ---------  ---------  ------------- 
 

In addition to the above items, the Group has contracted to purchase forty-three aircraft and related spares. The Group intends to refinance these aircraft and related spares in advance of their delivery dates and therefore does not expect to use its own cash resources for their purchase.

16. Contingent liabilities

The Group is at any time defending a number of actions against it arising in the normal course of business. Provision is made for these actions where this is deemed appropriate, which includes a provision of EUR28m in relation to Spanish tax affairs where we are still in discussion with the Spanish tax authorities as detailed on page 97 of the Group's Annual Report and Accounts for the year ended 30 September 2010. No actions which are outstanding at 31 March 2011 are expected to have a material effect on these accounts. The Directors consider that adequate provision has been made for all known liabilities.

17. Related party transactions

(a) Ultimate controlling party

The Group's ultimate controlling party is TUI AG, a company registered in Berlin and Hanover (Federal Republic of Germany).

(b) Related party transactions

On 29 June 2007 the Company entered into the Shareholder Loan Agreement with TUI AG under the terms of which TUI AG will lend a maximum amount of EUR2 billion (GBP1.9 billion) to the Company for general corporate purposes. At the beginning of the period, the net balance owed to TUI AG under the Agreement was EUR0.7 billion (GBP0.6 billion). The facility has remained in place throughout the 6-month period and the net balance at 31 March 2011 was EUR0.2 billion (GBP0.1 billion) including accrued interest of GBP4 million, following repayment of EUR0.5 billion of the loan in December 2010.

The Group also held receivables of GBP19 million and payables of GBP52 million with TUI AG and its subsidiaries, which arose through the normal course of business, including under the Hotel Framework Agreement and Trademark Licence Agreement, details of which are set out in Note 30 of the Group's 2010 consolidated financial statements. During the current and prior financial periods the Group transacted with its joint ventures and associates in the normal course of business. These transactions did not have a significant impact on the result for the periods.

18. Post balance sheet events

(a) Shareholder loan

On 30 April 2011, the final EUR160m of the shareholder loan principal amount was repaid to TUI AG in line with the agreed repayment schedule.

(b) Acquisitions

Details of acquisitions since 31 March 2011 are disclosed in Note 11(c).

Responsibility statement of the Directors in respect of the half yearly financial statements

The Directors confirm that to the best of their knowledge:

 
      --   the consolidated interim financial statements have been prepared 
            in accordance with IAS 34 'Interim Financial Reporting' as adopted 
            by the EU; 
      --   the interim management report includes a fair review of the 
           information required by: 
           (a)   DTR 4.2.7R of the Disclosure and Transparency Rules, being an 
                 indication of important events that have occurred during the 
                 first six months of the financial year and their impact on 
                 the consolidated set of financial statements; and a 
                 description of the principal risks and uncertainties for the 
                 remaining six months of the year; and 
           (b)   DTR 4.2.8R of the Disclosure and Transparency Rules, being 
                 related party transactions that have taken place in the first 
                 six months of the current financial year and that have 
                 materially affected the financial position or performance of 
                 the Group during that period; and any changes in the related 
                 party transactions described in the last annual report that 
                 could do so. 
 

The Directors of TUI Travel PLC are listed on page 48 of the TUI Travel PLC Annual Report for the year ended 30 September 2011, with the exception of the following changes in the period: Paul Bowtell resigned on 31 December 2010; Jeremy Hicks resigned on 31 January 2011; Giles Thorley resigned on 31 January 2011 and Minnow Powell was appointed on 4 April 2011.

On behalf of the Board of Directors

Will Waggott

Chief Financial Officer

9 May 2011

Independent review report to TUI Travel PLC

Introduction

We have been engaged by the Company to review the consolidated set of interim financial statements in the half-yearly financial report for the six months ended 31 March 2011, which comprises the consolidated income statement, the consolidated statement of comprehensive income, the consolidated balance sheet, the consolidated statement of cash flows, the consolidated statement of changes in equity and related notes. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the consolidated set of interim financial statements.

Directors' responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.

As disclosed in Note 1, the annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the European Union. The consolidated set of interim financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union.

Our responsibility

Our responsibility is to express to the Company a conclusion on the consolidated set of interim financial statements in the half-yearly financial report based on our review. This report, including the conclusion, has been prepared for and only for the Company for the purpose of the Disclosure and Transparency Rules of the Financial Services Authority and for no other purpose. We do not, in producing this report, 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.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the consolidated set of interim financial statements in the half-yearly financial report for the six months ended 31 March 2011 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.

PricewaterhouseCoopers LLP

Chartered Accountants

Uxbridge

9 May 2011

This information is provided by RNS

The company news service from the London Stock Exchange

END

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