Professional Documents
Culture Documents
AIRPORTS
HOLDING
2014
ANNUAL
REPORT
A NEW
CHAPTER
BEGINS NOW!
1
New horizons
await!
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Financial Consolidation
Guidance and Actuals
Guidance for 2015
Operational and Financial Performance
Airport Companies
Service Companies
TAV in Figures
Consolidated Financial Statements and Independent Audit Report
Glossary
95 million passengers
* IFRIC 12 adjusted.
Mexico
Mexico North Central 25.5%
14.7 million
Operator and
Strategic Partner
Netherlands
Amsterdam Schiphol A. 8%
55.0 million
Industrial Cooperation
Cambodia
Phnom Penh A.
Siam Reap A.
5.7 million
Assistance in
Management
Republic of Mauritius
Mauritius A. 10%
2.9 million
ADPs Share
Operator and
Strategic Partner
TAVs Share
TAV Commercial Flights
TAV Passengers
ADP Passengers
Guinea
Conakry A. 29%
0.3 million
Operator
France
Turkey
92.7 million
Zagreb A. 15%
591.5 thousand
Zagreb A. 21%
80.6 million
38.3 thousand
Concession Operator
2.4 million
Concession Operator
Latvia
Tunisia
Monastir A. 67%
Georgia
Tbilisi A. 80%
Enfidha A. 67%
26.8 thousand
3.3 million
Concession Operator
Batumi A. 76%
Macedonia
23.8 thousand
Ohrid A. 100%
1.8 million
Skopje A. 100%
Concession Operator
14.0 thousand
1.3 million
Jordan
Concession Operator
Saudi Arabia
Medinah A. 33%
48.5 thousand
5.7 million
Saudi Arabia
Jeddah Hajj Terminal 5%
7.2 million
Management Contract
Concession Operator
1
2
3
6
Organic Growth
We are on three continents, in seven countries, at 14
airports. The number of passengers we serve increased
14% and reached 95 million in 2014. Our primary target
in the upcoming period will be maximizing our revenue
and profitability at all the airports where we have been
operating.
Inorganic Growth
In the next 15 years, USD 1 trillion in total
investment is anticipated in the world aviation
sector. With our strong partners and integrated
business model, TAV Airports plans to focus on
new and profitable business opportunities all over
the world in the coming period.
TAV
14
95
Continents
Countries
Airports
Million
Passengers
15
Continents
Countries
37 229
Airports
Million
Passengers
Duty free
AT
Operation
TAV Operation Services
Security
TAV Security
TAV Security ranks among
the top 10 companies in the
security sector and provides
services to 40% of air transport
passengers in Turkey.
AT 50%
BTA 67%
HAVA 100%
TGS 50%
HAVA Europe 67%
TAV IT 100%
10
11
12
AT
13
BRAND
DIVERSITY
Our aim is to deliver a
memorable experience to
every single passenger who
comes through our doors. We
treat brands as partners and
offer a great variety of brands
in all of our operations.
14
INNOVATIVE
RETAILING
Another component of
our success is the strong
partnerships we established
with our suppliers, and the
innovative retail approach
we have in both design and
concept.
MEDIUM TERM
LONG TERM
To increase our
investments in stores,
people and customer
services in order to expand
our global footprint.
HAVA
17
18
HAVA FAMILY
Our experienced, productive and
innovative human capital makes
up our sound organizational
structure. Experience and
experience transfer form the
basis of this approach.
KNOW-HOW
Our synergy with TAV significantly
contributes to our brand in terms
of transforming our know-how
into new products and services
as well as helping us to become
a company that can diversify and
expand its business areas abroad.
MEDIUM TERM
LONG TERM
BTA
21
BTA FAMILY
Each and every one of us sees
him/herself as part of the
BTA Family. We stand by our
employees during their good
days and bad wherever and
whenever we can while providing
support to their career goals as a
senior member of the family.
INFORMATION
Everything is in a constant state
of change and evolution. We
take great care to directly obtain
accurate information at every
point that relates to our business
operations. We are making
every effort to keep up with the
increasing pace of change both
financially and operationally.
MEDIUM TERM
LONG TERM
23
TAV IT
25
BEST IT
SOLUTIONS
To develop our own products
and offer flexible IT solutions
that will fully meet customer
needs and expectations.
26
EXPERT
EMPLOYEES
To operate at a high level of
efficiency as a result of the
synergy with our specialist
technical personnel who have
ample industry experience.
MEDIUM TERM
LONG TERM
27
29
TAV OPERATION
SERVICES FAMILY
Employing dynamic personnel
who have embraced the
appropriate and effective
service approach, who
were trained properly and
comprehensively, and who
are given support in their
continuous training needs by
the company are indispensible
components of our success.
INFORMATION
The fact that we have extended
TAV Airports know-how
and experience to various
other aspects of airport
operations ranks among the
most important factors of our
success.
30
MEDIUM TERM
LONG TERM
To be a globally sought-after
company in lounge operations
that is also operating a large
network.
32
TAV Security
33
RISK
MANAGEMENT
To ensure success, we have
properly implemented the
rule of five Ws and one H. We
know the task at hand and its
requirements and we identify
the risks.
TRAINING
Ensuring continuity through
training and corrective actions
is core to our operations.
34
Medium Term:
To engage in business development, become
involved in the security of Category A facilities
in accordance with TAV Airports Holding
policies and gain a larger market share.
Long Term:
To become a recognized brand name in
aviation security that can also provide
services outside Turkey.
MEDIUM TERM
LONG TERM
To engage in business
development, become involved
in the security of Category A
facilities in accordance with
TAV Airports Holding policies
and gain a larger market share.
TAV Academy
37
INTERNAL
INSTRUCTORS
One of our strategic
approaches includes
developing our talent pool as
mentors or internal instructors
so as to allow them to share
their knowledge and skills with
other TAV employees.
38
CONTINUOUS
DEVELOPMENT
We are constantly and
diligently improving our
individual and institutional
skills thanks to our
memberships in international
organizations, the projects we
undertake with our partners,
and our collaboration with
academia.
MEDIUM TERM
LONG TERM
To become an International
Civil Aviation Organization
(ICAO)-certified training center.
Our instructors, who have undertaken largescale projects particularly in Saudi Arabia,
provided training to the executive staff of
25 different airports in China as well as to
ground handling personnel at Kutaisi Airport
in Georgia during 2014. As a result of these
overseas programs administered in 2014,
we have conducted a total of 377 training
days.
40
41
42
Augustin de Romanet
Deputy Chair
Hamdi Akn
Chair
43
44
45
CEOs Message
As we expanded our airport portfolio in line with our
corporate strategy, we launched a new growth initiative
within TAV Airports: expansion of our service companies
outside of TAV.
46
47
Concessions at a Glance
Aiport
Type/
Expiry Date
TAV Stake
Scope
International Domestic
2014
Passenger
Passenger Volume
Passengers Fee
Fee
Guarantee
Istanbul Ataturk
Lease
(Jan. 2021)
100%
Terminal
57,0
US$15
2.5 (Transfer) 3
No
Yearly Lease/
Concession
Fee Paid
Net
Debt(1)
$140m + VAT
(71)m
Ankara Esenboga
BOT
(May 2023)
100%
Terminal
11,0
15
0.6m Dom.,
0.75m Int'l
for 2007+%5
p.a
-
Izmir A.Menderes
Lease
(Dec. 2032)
100%
Terminal
10,9
15
No
Gazipasa Alanya
Lease
(May 2034)
100%
Airport
0,7
8(3)
TL6(3)
Milas Bodrum
Lease
(Dec 2035)
100%
Terminal
3,9
15
Tbilisi
BOT
(Feb. 2027)
80%
Airport
1,6
Batumi
BOT
(Aug. 2027)
76%
Airport
0,2
BOT+Concession
Monastir&Enfidha (May 2047)
67%
Airport
29m+VAT
206m
No
$50,000+VAT(4)
33m
No
143.4m upfront+
(0)m
28.7m+VAT(5)
US$22
US$6
No
(1)m
US$12
US$7
No
(1)m
338m
3,3
No
11-26% of
revenues from
2010 to 2047
No
4% of the gross
annual turnover(6) 52m
No
54.5%(8)
No
2.0 - 11.5m
fixed
0.5% (2016)61% (2042)
variable
BOT+Concession
(March 2030)
100%
Airport
1,3
17.5 in
Skopje, 16.2
in Ohrid
-
Medinah
BTO+Concession
(2037)
33%
Airport
5,7
SAR 80(7)
Zagreb
BOT+Concession
(April 2042)
15%
Airport
79m
(2)
2,4
15
4 (Transfer)
1) As of 31 December 2014
2) Accrual basis: Depreciation expense of 13.5m in 2015 to 32.4m in 2032 plus finance expense of 17.8m in 2015 to 0m in 2032
3) Gazipasa tariff increased on January 1, 2015
4) TAV Gazipasa will make a yearly rent payment of US$ 50,000 + VAT plus 65% of net profit to DHMI.
5) Yearly payments start October 2015. Accrual basis: Depreciation expense of 11.1m in 2016 to 38.0m in 2032 plus finance expense of
18.8m in 2016 to 0m in 2032
6) The percentage will be tapered towards 2% as passenger numbers increase.
7) SAR 80 from both departing and arriving international pax. Pax charge will be increase as per cumulative CPI in Saudi Arabia every three
years
8) The concession charge will be reduced to 27.3 % for the first two years that follow the completion of the construction.
48
49
11%
Compound Annual Growth Rate
(CAGR) between 2009-2023
223
205
INTERNATIONAL
DOMESTIC
187
TOTAL
E EXPECTED
166
149
130
118
103
86
106
98
90
180
80
73
66
117
59
107
52
97
86
44
76
51
58
65
41
2009
2010
2011
2012
2013
2014
2023 E
80
149
73
(MILLION)
130
14%
118
103
INTERNATIONAL
66
59
52
DOMESTIC
TOTAL
79
70
44
86
86
44
76
65
57
45
38
65
34
58
36
51
34
34
31
36
25
25
31
32
2006
2007
41
21
14
9
2002
2003
52
2004
2005
2008
2009
2010
2011
2012
2013
2014
95.1
54.6
TOTAL NUMBER OF PASSENGERS AT TAV AIRPORTS
83.6
(MILLION)
47.4
14%
71.7
40.9
INTERNATIONAL
DOMESTIC
52.6
47.6
32.0
40.5
29.3
36.2
12%
30.8
18.3
20.6
15%
The number of international
passengers at TAV Airports
in 2014 increased 15% to
54.6 million.
1,176
561
1,059
947
505
892
463
11%
809
433
400
693
653
INTERNATIONAL
615
DOMESTIC
353
316
TOTAL
523
615
306
472
554
261
389
321 320
205
459
483
409
151
112 113
308
338 340
266 262
208 207
2002
54
2003
239
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
742
TAV Airports total commercial flights increased15% to
743 thousand in 2014.
438
649
375
570
10%
331
447
416
369 376
319
279
267
229 237
181
304
274
239
168
139
140 139
2007
2008
149
INTERNATIONAL
DOMESTIC
TOTAL
2009
2010
2011
2012
2013
2014
55
1.
2.
3.
Aggressive fleet
expansion plans of
major airlines in Turkey.
4.
5.
Capacity growth of 9%
in 2015
Expansion plans at
Atatrk Airport:
*Source: ADI
56
2033
2013
1,5
0,5
Africa
Asia/Pacific
CIS
Middle East
Latin
America/
Caribbean
Europe
North
America
World
8,000
7,000
6,000
5,000
4,000
3,000
2,000
1,000
33%
48%
2013
2023
63%
2033
Macedonia
Latvia
Georgia
Croatia
Country
58
Indicator
Unit
Scale
Gross domestic
product, current
prices
US dollars
Billions
Gross domestic
product per capita,
current prices
US dollars
Units
Inflation, average
consumer prices
Percent
change
Population
Persons
Gross domestic
product, current
prices
2012 2013
56
57
2014
2015
2016
2017
2018
2019
58
60
62
66
70
74
3.4
2.2
-0.3
0.2
1.0
1.5
2.5
2.5
Millions
4.3
4.3
4.3
4.3
4.3
4.3
4.3
4.3
US dollars
Billions
16
16
16
17
19
20
22
24
Gross domestic
product per capita,
current prices
US dollars
Units
3,523 3,597
3,607
3,918
4,25
4,607
4,995
5,437
Inflation, average
consumer prices
Percent
change
Population
Persons
Gross domestic
product, current
prices
-0.9
-0.5
4.6
4.9
5.0
5.0
5.0
5.0
Millions
4.5
4.5
4.5
4.5
4.5
4.5
4.4
4.4
US dollars
Billions
28
31
33
34
36
39
41
44
Gross domestic
product per capita,
current prices
US dollars
Units
Inflation, average
consumer prices
Percent
change
Population
Persons
Gross domestic
product, current
prices
2.3
0.0
0.7
1.6
1.9
2.0
2.1
2.2
Millions
2.0
2.0
2.0
2.0
2.0
2.0
2.0
2.0
US dollars
Billions
10
10
11
12
13
14
15
16
Gross domestic
product per capita,
current prices
US dollars
Units
4,638 4,931
5,262
5,688
6,134
6,608
7,087
7,625
Inflation, average
consumer prices
Percent
change
Population
Persons
Millions
3.3
2.8
1.0
1.5
2.3
2.3
2.3
2.3
2.1
2.1
2.1
2.1
2.1
2.1
2.1
2.1
Turkey
Tunisia
Saudi Arabia
Country
Indicator
Unit
Scale
Gross domestic
product, current
prices
US dollars
Billions
Gross domestic
product per capita,
current prices
US dollars
Units
Inflation, average
consumer prices
Percent
change
Population
Persons
Gross domestic
product, current
prices
2012 2013
734
748
2014
2015
2016
2017
2018
2019
778
805
840
877
918
962
2.9
3.5
2.9
3.2
3.4
3.6
3.4
3.3
Millions
29.2
30
30.6
31.3
31.9
32.5
33.2
33.8
US dollars
Billions
45
47
49
50
51
53
55
57
Gross domestic
product per capita,
current prices
US dollars
Units
4,198 4,317
4,467
4,503
4,586
4,704
4,821
4,953
Inflation, average
consumer prices
Percent
change
Population
Persons
Gross domestic
product, current
prices
5.6
6.1
5.7
5.0
4.2
4.0
4.0
4.0
Millions
10.8
10.9
11.0
11.1
11.2
11.3
11.5
11.6
US dollars
Billions
789
820
813
861
911
965
1,022
1,082
Gross domestic
product per capita,
current prices
US dollars
Units
Inflation, average
consumer prices
Percent
change
Population
Persons
Millions
8.9
7.5
9.0
7.0
6.5
6.2
6.2
6.2
75.0
76.5
77.3
78.2
79.0
79.8
80.6
81.3
59
2013
2014
25
20
15
10
5
0
Jan
60
Feb
Mar
Apr
May
June
July
Aug
Sep
Oct
Nov
Dec
2013
2014
140
120
100
80
60
40
20
0
Jan
Feb
Mar
Apr
May
June
July
Aug
Sep
Oct
Nov
Dec
61
Financial Summary
NET PROFIT
MILLION
218
64%
131
2012
133
2013
2014
Financial Summary
The proposal for a total dividend payment of TL 306 million and TL 0.8425 per share from the 2014 net
profit was submitted for the approval of the General Assembly.
2013
904
381
42.1%
524
58.0%
133
2014
983
434
44.1%
570
58.0%
218
Change
9%
14%
2.0 ppt
9%
0
64%
2013
780
1,586
2,366
393
1,347
1,740
626
2014
908
1,738
2,647
343
1,558
1,901
746
Change
16%
10%
12%
-13%
16%
9%
19%
2013
96
526
-197
-370
55
2014
38
525
-220
-246
96
Change
-60%
0%
12%
-33%
74%
*IFRIC 12 Adjusted
64
Consolidated Revenue*
million
847
904
983
9%
TAV Airports 2014
consolidated revenue
increased 9% compared
to the previous year and
totaled 983 million.
*IFRIC 12 adjusted.
EBITDA
million
14%
2012
2013
2014
434
381
328
2012
2013
306
Dividend Distribution
TL million
54%
TAV Airports 2014 Dividend
Distribution increased 54%
compared to the previous year
and totaled TL 306 million upon
the approval of General Assembly.
2014
199
143
2012
2013
2014
65
Investments In 2014
Constructed by TAV Airports, a world leader in airport projects and
operations, zmir Adnan Menderes Airports new domestic terminal
commenced service with an opening ceremony in 2014.
Investments ( million)
Acquisition of Tangible Assets
Additions to Airport Operating Rights
Acquisition of Intangible Assets
Total
*The effects of IFRIC 12 accounting change have not been reversed.
66
2013
2014*
-31
-55
-202
-157
-1
-2
-234
-214
67
Highlights of 2014
TAV Airports distributed TL 199 million in dividends in 2014.
JANUARY
FEBRUARY
68
69
Highlights of 2014
MARCH
03/07/2014, Dalaman International Airport
tender results
The Companys Board of Directors was
officially notified that the winning bid for the
tender held by the General Directorate of State
Airports Authority of Turkey (DHM) on March
7, 2014 for the Operating Rights Transfer
of Dalaman Airports Existing International
Terminal, Domestic Terminal and its auxiliaries
was offered by another company.
03/17/2014, zmir has a new domestic
terminal
Undertaken by TAV Airports which is one
of worlds leaders in airport projects and
operations, Adnan Menderes Airports new
domestic terminal commenced service with
an opening ceremony. The terminal took 21
months to complete at an investment cost of
266 Million.
03/21/2014, Milas Bodrum Airport tender
results
TAV Airports was awarded by the General
Directorate of State Airports Authority of
Turkey (DHM) the concession for the leasing
of the operating rights of the Milas Bodrum
Airports Existing International Terminal,
CIP/General Aviation Terminal, Domestic
70
71
Highlights of 2014
JUNE
06/18/2014, Sani ener voted Best CEO
In the 41st Pan-European Investor Relations
Survey, conducted by Thomson Reuters Extel
Surveys annually among 16,000 professionals
working in fund management and brokerage
firms worldwide, Mr. Sani ener, CEO and
President of TAV Airports, was voted Best
CEO in Investor Relations in Turkey. Mr. ener
was also named among the top three CEOs in
the European Transportation Sector category.
TAV Airports, under the leadership of Mr.
ener, was voted Best Company in the same
survey while ranking fifth in the European
transportation sector. Additionally, TAV Airports
Chief Financial Officer Burcu Geri was voted
Best CFO in Investor Relations in Turkey Second Place while Investor Relations Officer
Nursel lgen was named Best IRO in Investor
Relations in Turkey.
06/27/2014, BTA aims for the top with new 5
million production facility
As one of the leading companies in the food
& beverage industry in terms of revenues,
investments and operations, BTA has raised the
bar with a new 5 million production facility.
Located in Kra covering 23 thousand squaremeters to serve the worlds leading brands, the
new site increased the production capacity of
Cakes & Bakes five-fold. Thanks to the large
new production facility, BTA will also have a
presence at various city-center locations in
addition to airports and DO ports.
JULY
07/04/2014, TAV launches consultancy
services for transition from construction to
operation
TAV Airports began to provide Operational
Readiness and Airport Transfer (ORAT)
services in order to deploy its know-how and
72
73
Highlights of 2014
issued TAV Airports a rating of 9.41 (out of
10.00). At the time of this rating upgrade, TAV
Airports Holding ranked second among the 48
companies on the Borsa Istanbul Corporate
Governance Index.
SEPTEMBER
09/22/2014, TAV presents new business
models for US airports
TAV Airports Holding, Turkeys airport
operations leader, participated in the 20th World
Route Development Forum with Aroports de
Paris (ADP), with which it has established the
worlds largest airport operation platform.
Thirty-eight airports in total, including those
operated by ADP and the 14 airports operated
by TAV Airports in seven countries, were also
represented at the exhibition in Chicago, Illinois,
USA. TAV Airports President & CEO Sani ener
attended the forum as a speaker during the
first day on the panel entitled Airports under
Pressure.
OCTOBER
10/08/2014, Tender for duty free shops at
five Tunisian airports
AT Turizm letmecilii A.. (AT), a TAV
subsidiary, was awarded the tender to
operate the duty free shops at five Tunisian
international airports: the capital city of TunisCarthage, Djerba-Zarzis, Sfax-Thyna, TozeurNefta and Tabarka-Ain Draham. The operating
74
75
Highlights of 2014
11/17/2014, Amendments in the Articles of
Association regarding donations
The Board of Directors resolved to apply to
the Capital Markets Board in order to seek
approval for the amendment of the Companys
Articles of Association, Article 4, entitled Aim
and Subject, by adding a paragraph 29 in
accordance with the Capital Markets Boards
Article 6 of the Communiqu on Dividends
numbered II-19.1 which stipulates that
companies can only make donations if this is
explicitly written in their articles of association.
The amendments to the Articles of Association
will be submitted for the approval of the
Companys General Assembly of Shareholders
subsequent to obtaining legal authorization
from the Capital Markets Board and the
Ministry of Customs and Trade.
11/25/2014, TAV Airports wins three investor
relations awards
TAV Airports won three awards at the Investor
Relations Summit held for the third time this
year by the Turkish Investor Relations Society
(TYD). TAV was presented with the first place
prize in the Best Annual Report category
as well as awards in two additional areas,
Best Investor Relations Website and Best
Communication of Financial Results.
11/26/2014, Providing exclusive service to 2
million passengers, growing in the European,
US and Middle East markets
TAV Operation Services posted turnover of
31 million thanks to its exclusive services
for passengers seeking speed and comfort at
airports. As a result of the tenders awarded,
the number of lounges that the Company
operates increased to 30. TAV Operation
Services plans to double this figure and expand
its service to new airports in Europe, the United
States, Africa and the Middle East by end2015. The company has recently taken over
the operations of Air France/KLM Lounges at
76
After 2014
01/27/2015, Independent Board Members
77
78
Fairness
TAV IR is keen on making sure that all
constituents of capital markets receive the
same information regardless of function
(buyside, sellside) or relative size.
Speed
TAV IR is highly aware that information also
has a time dimension in capital markets
and quick information is superior to slow
information. With this awareness, TAV
IR strives to respond to all requests for
information promptly.
Proactiveness
TAV IR keeps a vigilant eye on the Company
and its economic and legal ecosystem and
identifies investor, legislative and corporate
governance related issues before they are
raised by capital markets participants and
stakeholders. TAV IR then promptly and
thoroughly addresses these issues.
In 2014, TAV Airports Investor Relations
participated in a total of 19 roadshows and
conferences and conducted meetings with
nearly 700 investors and analysts in regards
to the Companys operations, financials and
other developments.
Stock performance
The Companys shares, listed on Borsa
Istanbul with the ticker TAVHL, traded
between a low of TL 14.4 and a high of TL
20.0 in 2014. The Companys shares gained
28% in nominal terms and over 1% relative
to the benchmark Borsa Istanbul index in
2014.
Corporate governance rating
The Periodic Revision Corporate
Governance Rating Report issued by ISS
Corporate Services (ISS), an international
corporate governance rating agency that
is also licensed to conduct corporate
governance rating activities in Turkey, has
been completed.
The Companys corporate governance rating
score that stood at 91.76 (9.17 out of 10)
on March 3, 2014 was revised upwards to
94.15 (9.41 out of 10) as of August 21, 2014
thanks to the ongoing improvements made
by the Company in implementing corporate
governance principles.
Weight
0.25
Score
93.05
0.25
0.15
0.35
1.00
96.83
91.72
94.08
94.15
79
25
700
600
20
19
18
17
20
13
500
15
11
400
300
10
200
100
0
0
2007
2008
2009
TAVHL (USD)
2010
2011
2012
2013
2014
Relative to BIST-100
9.5
25%
9.0
20%
8.5
15%
8.0
7.5
10%
5%
7.0
0%
6.5
80
19.12.2014
08.12.2014
25.11.2014
12.11.2014
30.10.2014
16.10.2014
01.10.2014
18.09.2014
05.09.2014
25.08.2014
12.08.2014
25.07.2014
14.07.2014
01.07.2014
18.06.2014
05.06.2014
23.05.2014
09.05.2014
25.04.2014
11.04.2014
31.03.2014
05.03.2014
18.03.2014
20.02.2014
07.02.2014
-15%
27.01.2014
-10%
14.01.2014
5.5
31.12.2013
6.0
-5%
Sustainability
TAV Airports continues to strive toward the vision of being the pioneering and
leading airport operator in its target regions. In pursuit of this vision, the Company
has always aimed to create maximum value for all stakeholders in the countries
and regions where it operates while limiting the environmental impact of its
operations and generating social benefit since the first day it was established.
1. Introduction
As globalization continues to broaden and
deepen in the present day, the economic,
environmental and social challenges as
well as market opportunities encountered
by companies become increasingly varied
and diverse. At the same time, the pace of
change is accelerating while enterprises
that cannot overcome these challenges and
take advantage of the opportunities available
lose their ability to compete effectively. As
problems like climate change and depletion
of natural resources necessitate diverse
stakeholders to act together, the impacts
of economic and social change reverberate
across a wide geographic area. Companies
that want to remain competitive in the future
need to improve their business models
and conduct while moving toward a more
participatory, transparent and accountable
platform that is respectful of the human
condition and the environment.
TAV Airports continues to strive toward the
vision of being the pioneering and leading
airport operator in its target regions. In
pursuit of this vision, the Company has
always aimed to create maximum value
for all stakeholders in the countries and
regions where it operates while limiting the
environmental impact of its operations and
generating social benefit since the first day
it was established.
81
Sustainability
service providers as part of this effort; and
measuring, improving and reporting on
the Companys sustainability performance.
The Committee consists of representatives
delegated by the managers of the related
departments within the Company and
service providers. The Chairs of the
Sustainability Teams of operating companies
also serve as members of the Committee.
TAV Airports is committed to disclosing
its sustainability performance openly,
transparently and comprehensively to all
Company stakeholders. As part of this effort,
TAV has reported not only its economic
performance but also the Companys
environmental and social impact in
compliance with internationally accepted
standards since 2010. TAV Airports takes
special heed of stakeholder participation
and embraces a participatory management
approach at every phase of its operations.
TAV employs the internationally recognized
Global Reporting Initiative (GRI) standards in
order to present its reporting initiatives in a
comparative and understandable manner.
2. Our Economic Impacts
TAV Airports strives to create maximum
value for all stakeholders. Airport operators
generate direct economic value through the
employment and income opportunities they
create; produce ancillary benefits such as
the emergence of supply chains that ensure
the provision of services and goods and the
development of various industries such as
tourism; and also contribute to the cultural
and social development of their operating
region. Believing in the importance of
socially responsible investment, TAV Airports
successfully met the necessary criteria and
was listed in the Sustainability Index created
by Borsa Istanbul in 2014.
82
83
84
85
86
Internal Audit
Information on the Internal Control System
and Internal Audit
Audit Activities
TAV Airports Internal Audit Department
performs the audit of the operational,
financial and information systems processes
of TAV Airports and all of its subsidiaries.
The Department carries out its auditing
activities in accordance with an annual audit
plan that is drawn up based on the results
of the risk assessment performed annually
and approved by the Audit Committee.
The Department shares its reports that
summarize the audit results and ongoing
findings with the Audit Committee and the
CEO.
The Internal Audit Department also
contributes to the sustainability of the
Company by identifying and reporting
the deficiencies in risk management and
corporate governance processes, and the
practices that cause inefficiencies and result
in waste of resources.
As part of its auditing activities, the Internal
Audit Department also liaises with the
independent auditor and examines the
reports drafted by the independent audit
team.
88
Corporate Governance
Principles Compliance Report
Subcategories
Weight
Score
Shareholders
0.25
93.05
Public Disclosure
and Transparency
0.25
96.83
Stakeholders
0.15
91.72
Board of Directors
0.35
94.08
Total
1.00
94.15
89
90
SHAREHOLDERS
1.1. Facilitating the Exercise of Shareholder
Rights
Pursuant to its Information Disclosure Policy, it is
the Companys principle to treat all shareholders,
potential investors and analysts equally with
respect to the exercise of the right to obtain
and analyze information, as well as to make
all disclosure to everyone simultaneously and
with identical content. All information sharing
is undertaken within the scope of information
that has previously been disclosed to the public.
As part of the information sharing effort, all
information of interest to shareholders and
market participants is announced via material
event disclosures; the English translations of
these disclosures are transmitted electronically
to all people and entities who share their e-mail
addresses with the Company, and past material
event disclosures are posted on the Companys
website in both Turkish and English.
1.1.1. The Investors Relations Department
operates for the purpose of presenting accurate,
timely and coherent information to existing
and potential investors about TAV Airports,
increasing the recognition and credibility of the
Company, positioning the Company among the
publicly-traded airport operation companies in
the world, lowering the Companys cost of capital
by implementing the Corporate Governance
Principles, and establishing communication
between the Board of Directors and capital
markets participants. In line with these
objectives, the Company strives to maintain
close communication with its shareholders
and investors and conducts an active investor
relations program. The Investor Relations
Department has presented reports to the
Corporate Governance Committee and CEO about
the activities conducted six times in 2014.
Name Surname
Nursel lgen, CFA
Title
Phone
Ali zg Caneri
Besim Meri
ali.caneri@tav.aero
91
93
94
95
96
3. STAKEHOLDERS
3.1. Companys Policy regarding the
Stakeholders
3.1.1. The Companys corporate governance
practices and code of ethics safeguard the
rights of stakeholders as stipulated in laws and
regulations as well as in mutual agreements.
Stakeholders are continually kept informed within
the framework of the Companys Information
Disclosure Policy, established with respect to
governing legislation and the Companys code
of ethics. In addition, the Company strives to
provide information to all stakeholders via press
releases, annual reports, the Company website
and other practices within the framework of the
Companys transparency-oriented Disclosure
Policy. For the Companys employees, the
intranet, which is the intra-Company information
sharing platform, is used actively and the
NEWSPORT magazine is published quarterly
and Gate magazine is published monthly. The
Companys employees are expected to fulfill their
responsibilities and hold the Companys interests
above their own interests and the interests of
their families or acquaintances while performing
their jobs. Employees shall avoid any conduct
that may be construed as pursuing their own or
acquaintances interests. Foreseeable conflict of
interest situations as well as situations defined
by the Company management in such manner
are shared with the employees and Company
management takes necessary measures when
required.
3.1.2. The Company offers an effective and
timely damage compensation opportunity in
case of breach of stakeholders rights that are
protected by applicable law and regulations as
well as by mutual agreements. The Company
97
100
Board of Directors
Member
Akfen Holding A..
(Representative: Hamdi Akn)
Augustin de Romanet
Mustafa Sani ener
Edward Arkwright
Laurent Galzy
Tepe naat Sanayi A..
(Representative: Ali Haydar
Kurtdarcan)
Bilkent Holding A..
(Representative: Abdullah Atalar)
Tayfun Bayazt
Necmi Bozant
Jerome Calvet
Sevdil Yldrm
Duty
Duty Term
Chair
Between 2012-2014
Deputy Chair
Member of Board of Directors
Member of Board of Directors
Member of Board of Directors
Between 2012-2014
Between 2012-2014
Between 2012-2014
Between 2012-2014
Between 2012-2014
Between 2012-2014
Between 2012-2014
Between 2012-2014
Between 2012-2014
Between 2012-2014
101
102
Hamdi Akn
Augustin de Romanet
Mustafa Sani ener
Ali Haydar Kurtdarcan
Edward Rodolphe
Paul Arkwright
Laurent Marc Galzy
Abdullah Atalar
Didar Sevdil Yldrm
Tayfun Bayazt
Jerome Paul Jacques
Marie Calvet
Necmi Rza Bozanti
Attendance %
100
50
100
100
67
100
83
100
83
100
83
Audit Committee
Audit Committee Chair
Necmi Rza Bozant
Audit Committee Members
Tayfun Bayazt
Nomination Committee
Nomination Committee Chair
Didar Sevdil Yldrm
Nomination Committee Members
Tayfun Bayazt
Augustin Pascal Pierre Louis Marie de Romanet de Beaune
Laurent Marc Galzy
Hamdi Akn
Ali Haydar Kurtdarcan
Corporate Governance Committee
Corporate Governance Committee Chair
Tayfun Bayazt
Corporate Governance Committee Members
Didar Sevdil Yldrm
Augustin Pascal Pierre Louis Marie de Romanet de Beaune
Edward Rodolphe Paul Arkwright
Ali Haydar Kurtdarcan
Pelin Akn
Nursel lgen
Risk Assessment Committee
Risk Assessment Committee Chair
Jerome Paul Jacques Marie Calvet
Risk Assessment Committee Members
Necmi Rza Bozant
Augustin Pascal Pierre Louis Marie de Romanet de Beaune
Laurent Marc Galzy
Ali Haydar Kurtdarcan
Selim Akn
104
105
2014
Short-term benefits
15,039 14,879
(salaries and bonuses)
107
108
3. As per the third agenda item, the issue about the Audit
Report given by the Independent Audit Company regarding
the year 2013 to be deemed as read was submitted to the
vote of the assembly and the issue was discussed and
approved - by majority - by 291,323,403 affirmative votes vs
68,700 negative votes. The summary of the Independent Audit
Report was read and discussed and the Independent Audit
Report for 2013 was approved - by majority - by 291,323,403
affirmative votes vs 68,700 negative votes.
4. As per the fourth agenda item, the issue about the Financial
Statements of the Company regarding the accounting period
of 2013 to be deemed as read was submitted to the vote of
the assembly and the issue was discussed and approved
by 291,323,403 affirmative votes vs 68,700 negative votes.
The Financial Statements of the Company regarding the
accounting period of 2013 were approved - by majority - by
291,323,403 affirmative votes vs 68,700 negative votes.
5. As per the fifth agenda item, the acquaintances of the
Members of the Board of Directors (who held office in 2013)
regarding their activities in 2013 was submitted to the vote
of the assembly and decision was taken - by majority - by
291,194,114 affirmative votes vs 197,989 negative votes
including the negative votes of Erin DKYOL who represented
the 100,000 shares on behalf of the Natixis International
Funds.
Members of the Board of Directors did not cast votes for their
acquaintances.
6. As per the sixth agenda item, as a result of the activities
carried out by our Company between the 1st of January 2013
and 31st of December 2013;
- The profit calculated in the independently audited
consolidated financial statements that were prepared
in accordance with the provisions of the Capital Markets
Board Communiqu on the Principles Regarding
Financial Reporting in Capital Markets n.14.1, Series: I is
TL 336,088,000 TL while the profit calculated within the
framework of the provisions of the Turkish Code of Commerce
and Tax Procedure Law is TL 239,800,280,
- As per the Capital Markets Board Communiqu on Dividends
(II-19.1), TL 336,088,000 of the profit after tax calculated in
the Consolidated financial statements is subject to profit
distribution,
- Within the framework of the 519th Article of the Turkish
Code of Commerce it is obligatory to allocate primary legal
reserve funds up to 20% of the paid in capital. Accordingly;
TL 1,990,014 was allocated as primary legal reserve funds
for 2013,
- In the consolidated financial statements; TL 324,393,283
was calculated as the first dividend base by adding the TL
295,297 donation made within the year to the distributable
2013 profit of TL 324,097,986,
109
110
111
Board of Directors
Hamdi Akn
Chair of the Board of Directors
Augustin de Romanet
Board Member, Vice Chair
112
Hamdi Akn assumed his current duties as the TAV Airports Holding Chair in
2005. Being one of the founders and shareholders of TAV Airports Holding,
Mr. Akn is also the founder and the Chair of Akfen Holding. Graduated from
the Department of Mechanical Engineering, Gazi University, Mr. Akn founded
Akfen Holding in 1976, a company that operates in the construction, tourism,
commerce and services sectors. Undertaking infrastructure, energy and
investment projects within the scope of privatization efforts besides private
entrepreneurial activities, Mr. Akn has been undertaking responsibilities as a
founder and director at various associations, foundations and NGOs. Mr. Akn
served as the Vice President of Fenerbahce Sports Club between 2000 - 2002,
the President of Ankara Region Representative Council of the Turkish Metal
Industrialists Union (MESS) between 1992 - 2004, the President of Turkish
Young Businessmens Association (TUGIAD) between 1998 - 2000, a Board
Member of Turkish Confederation of Employer Associations (TISK) between
1995 - 2001, a Board Member of Turkish Industrialists and Businessmens
Association (TUSIAD) and the President of Information Society and New
Technologies Committee between 2008 - 2009. Mr. Akn has been serving as
a Board Member of Clean Seas Association / TURMEPA since 2011. He is one
of the founders of the Chair in Contemporary Turkish Studies at the London
School of Economics and he currently serves as the founding member and
the Honorary Chair of the Human Resources Foundation of Turkey (TKAV,)
which has been active since 1999 in order to provide well-educated human
resources for Turkey. Mr. Akn is also the Vice Chair of the Board of Trustees of
Abdullah Gl University Support Foundation.
Member of the Board of Directors and President & CEO Mustafa Sani ener
was appointed member of the Board of Directors, President and CEO of TAV
Airports in 1997. After graduating from Black Sea Technical University (KT)
Department of Mechanical Engineering in 1977, Mr. ener earned his Masters
degree (M.Phil) in fluid mechanics in 1979 from University of Sussex in the
UK. He has been awarded an Honorary Doctorate in engineering from KT
for his invaluable contributions to the development of Turkish engineering
at the international level, as well as an Honorary Doctorate in Business
Administration from the Hellenic American University for his accomplishments
in Project and Risk Management throughout his tenure at TAV.
Edward Arkwright
Board Member
Prior to his career at TAV Airports Holding, Mr. ener served in various
positions, from project manager to general manager, in many national and
international projects. He attended training on management of complex
systems at the Massachusetts Institute of Technology (MIT.) Mustafa Sani
ener is also a member of the Board of Directors of the Airports Council
International (ACI) World and was elected the President of Foreign Economic
Relations Boards Turkish- French Business Council in 2012.
113
Board of Directors
Laurent Galzy
Board Member
114
Abdullah Atalar
Board Member
Tayfun Bayazt
Board Member (Independent)
115
Board of Directors
Necmi Bozant
Board Member (Independent)
Mr. Jerome Calvet received his law degree in 1978 and graduated from Institut
dEtudes Politiques in 1979 and from Ecole Nationale dAdministration in 1983.
Jerome Calvet
Board Member (Independent)
116
Jerome Calvet received his law degree from Institut dEtudes Politiques de
Paris in 1983. He worked in the Finance Ministry of France between 1983 and
1997 and as Financial Secretary of the France Mission of EU between 1988
and 1990, while also serving on the Boards of Directors of many companies.
From 1998 until 2004 he led the Corporate Finance (France) Department of
Socit Gnrale and later on became the Head of the Mergers & Acquisitions
Department in the same bank. Between 2004 and 2008 he directed the
Investment Banking Department (France) of Lehman Brothers. He is the cohead of Nomura (France) since 2009.
Sevdil Yldrm
Board Member (Independent)
117
Senior Management
Member of the Board of Directors and President & CEO Mustafa Sani ener was
appointed member of the Board of Directors, President and CEO of TAV Airports in
1997. After graduating from Black Sea Technical University (KT) Department of
Mechanical Engineering in 1977, Mr. ener earned his Masters degree (M.Phil) in
fluid mechanics in 1979 from University of Sussex in the UK. He has been awarded
an Honorary Doctorate in engineering from KT for his invaluable contributions
to the development of Turkish engineering at the international level, as well as
an Honorary Doctorate in Business Administration from the Hellenic American
University for his accomplishments in Project and Risk Management throughout his
tenure at TAV.
David-Olivier Tarac
Senior Vice President
Consumer Services and Deputy CEO
Serkan Kaptan
Vice President - Business
Development TAV Airports
118
Prior to his career at TAV Airports Holding, Mr. ener served in various positions,
from project manager to general manager, in many national and international
projects. He attended training on management of complex systems at the
Massachusetts Institute of Technology (MIT.) Mustafa Sani ener is also a member
of the Board of Directors of the Airports Council International (ACI) World and was
elected the President of Foreign Economic Relations Boards Turkish- French
Business Council in 2012.
David-Olivier Tarac graduated from the Paris Ecole Polytechnique in 1995 and
received his MBA from the Ecole National Suprieure des Mines de Paris (Mines
ParisTech) in 1998. He began his career in 1995 as the Corporate Unit Manager at
Legris Industrie and later served as Analyst at PWC Corporate Finance from 1996
until 1998. Working as Deputy Director at the DCN (Naval Shipyards) between 1998
and 2000, he subsequently served as Portfolio Manager at the State Public Holdings
Agency between 2000 and 2004, Project Leader at Boston Consulting Group between
2004 and 2007, Vice President at BNP Paribas between 2007 and 2008, and Senior
Project Manager at Roland Berger Consulting Company in 2008. Lastly, he served
as the Director of Financial Operations at Aroports de Paris between 2008 to
2012 and he has been undertaking responsibilities in mergers and acquisitions,
financial engineering, treasury and debt management, pricing, business planning,
investors relations, investment controlling, the Tax Department and supervision of
ADP Group subsidiaries. David-Olivier Tarac completed the Successful Performance
Management Program of the International Institute for Management Development
(IMD) in 2011.
Burcu Geri
Vice President - CFO
TAV Airports
Ersagun Ycel
General Secretary
TAV Airports
Kemal nl
General Manager
TAV Istanbul
119
Senior Management
Murat rnekol graduated from Middle East Technical University, Department of
Industrial Engineering in 1980 and served as the General Manager of TAV Esenboa
between 2006 and 2008. Prior to joining TAV Airports he worked as Planning
Engineer, IT Manager and Commerce Manager at Kutluta Holding. Mr. rnekol
also served as General Manager at Bordata, an IT company, as well as Logistics
& Business Development Coordinator, Head of the Healthcare Group, Telecom
Project Director and Vice Chair of the Holdings Executive Board at Bayndr Group
companies. Appointed Operations Director of TAV Airports Holding in 2008, Murat
rnekol is serving as Vice PresidentOperations and HR as of 2013.
Murat rnekol
Vice President Operations and HR
TAV Airports
Altu Koraltan
Internal Audit Director
TAV Airports
Bengi Vargl
Corporate Communications Director
TAV Airports
120
Appointed as the Internal Audit Director of TAV Airports Holding in 2007, Altu
Koraltan is also a Member of the Audit Committee. He graduated from Istanbul
Universitys Department of Business Administration in 1986. Mr. Koraltan took his
first step in his professional career as an External Auditor in Peat Marwick & Mitchell
from 1986 to 1988. Koraltan worked as a Sales Representative in the Bagdad Office
of ENKA Marketing between 1988 and 1990 and as the Finance Manager in EffemexMars in 1990. He was then employed by Osmanl Bank for the following five years as
an Internal Auditor, Assistant Manager of the Securities Department, and a Foreign
Exchange Dealer in the Treasury Department at the same time. In 1996-1997, Mr.
Koraltan worked as the Head of Inspection in Oyak Bank. Before joining TAV Airports
Holding, Altu Koraltan was Head of the Internal Audit Group of ABN AMRO Bank
between 1997-2007, responsible for operations in Turkey and Greece.
After finishing Galatasaray High School, Ceyda Akbal graduated from Galatasaray
University Faculty of Law in 1999. Ms. Akbal did her masters degree both in Private
Law at Galatasaray University and Economic Law at Paris 1 Panthon-Sorbonne
University. Ms. Akbal started her career in 2000 and worked in Competition Law and
International Corporate Law at various international law offices in Paris and Istanbul,
providing legal services to the leading companies of Turkey in the pharmaceutical,
air and sea transport, telecommunication and cement industries. She is also
currently conducting a PhD thesis at Paris 1 Panthon-Sorbonne University.
Ms. Akbal joined TAV Airports Holding in February 2009 as Legal Counsel and was
appointed as General Counsel in April 2012.
Ceyda Akbal
General Counsel
TAV Airports
Deniz Aydn
Financial Affairs Director
TAV Airports
Deniz Aydn joined TAV Airports Holding in 2006 as Financial Affairs Coordinator
and appointed as the Financial Affairs Director of TAV Airports Holding in July 2010.
Ms. Aydn is the head of all departments in charge of accounting, tax and financial
reporting (solo and consolidated financial reporting in accordance with Local GAAPs,
CMB, and IFRS) of TAV Group. Having graduated from the Department of Economics,
Middle East Technical University in 1988, Deniz Aydn worked in managerial
positions at Ernst & Young, Akfen Holding, Bobcock & Wilcox Gama Kazan, and
FMC Nurol Savunma San. A.. before joining TAV Group, assuming responsibilities
for financial systems, administration and overseas reporting and development of
related systems. Deniz Aydn has been a Certified Public Accountant since 2004 and
is a member of the Istanbul TURMOB Chamber of CPAs and Corporate Governance
Association of Turkey. Ms. Aydn has also received the Independent Auditor
Certificate of Public Oversight, Accounting and Auditing Standards Authority in 2014.
Haluk Bilgi graduated from Istanbul University, Faculty of Economics, Department of Economics
in 1992. He received his Executive MBA degree from Middle East Technical University in 1999, and
attended the Structuring Effective Private Equity Partnership Program of Harvard Business School
the same year. Early 2013, Mr. Bilgi has received another program degree from Harvard Business
School in Strategic Negotiations.
Haluk Bilgi
Director, Africa
TAV Airports
Haluk Bilgi began his career as Foreign Relations Specialist at BBBAG in 1991. Assuming his first
position abroad in 1993 with Sibkon Co. at Siberia Novokuznetsk, Russia. Mr. Bilgi joined Tepe
Group in 1995 and served in senior management positions in the Russian Federation, United
Kingdom, the United States and Iraq at Tepe Group and its subsidiaries for the next 10 years.
Before joining TAV Airports as Business Development Group Manager in 2005, he has served as the
Business Development Coordinator at Tepe Group and has also been serving as a member of the
American Management Association, Foreign Economic Relations Board (DEK)s Turkish American
Business Council International Contracting Committee, Central Anatolia Exporters Unions Board
of Directors, Global Ethics, UTICA (Tunisian Businessmens Association), TACC (Tunisian - American
Chamber of Commerce).
Haluk Bilgi was appointed TAV Airports Director for North Africa in 2010 (for Africa in 2012)
and also serves as TAV Tunisie SA PDG since 2007. Mr. Bilgi has been elected as the governing
board member of ACI (Airports Council International) AFRICA as of October 2013, executive board
member in 2014 and advisor to the world governing member of ACI (Airports Council International)
WORLD as of April 2014.
121
Senior Management
Mehmet Erdoan graduated from Anadolu University, Faculty of Economics and
Administrative Affairs with honors and began his professional career at Arapolu
Giyim Sanayi as Operating Manager. He served as Marketing Manager at Ankara
Anonim Trk Sigorta and as Insurance Advisor at St Seramik San. Tic. A..
Joining TAV Group in 1999, Mr. Erdoan was appointed External Affairs Director
after serving as External Affairs Coordinator and Deputy General Secretary. He is
currently a member of the Boards of Directors at various Group and subsidiary
companies of TAV Holding including TAV Esenboa, TAV Adnan Menderes, TAV
Gazipaa, TAV Operation Services, HAVA, TAV IT, and TAV Security. Mr. Erdoan is a
Council Member of the Recep Tayyip Erdoan University Development Foundation
and a member of Hali Universitys Board of Trustees. He was appointed Operations
Director of TAV Airports Holding in 2008.
Mehmet Erdoan
External Affairs Director
TAV Airports
Nursel lgen graduated from Middle East Technical University (METU), Department
of Business Administration in 1997 and started her career at Ata Invest where she
worked as portfolio manager and senior analyst from 1997 to 2002. She served as
Vice President of Investments Research Department between 2002 and 2006. Ms.
lgen took part in drafting industry and macroeconomic research reports and making
the presentations of these reports to local and foreign institutional investors as well
as in initial public offering and privatization projects. She participated in the public
offering of TAV, which she joined in 2006, and established the Investor Relations
Department and fulfilled many tasks including various transactions of share sales.
In the voting among the domestic and foreign financial institutions conducted by
Thomson Extel, she was ranked second in 2009 and 2011 and first in 2010, 2012
and 2014 and ranked third in 2013 in the category of investor relations officers
in Turkey. She also came in second in the Investor Relations category in a similar
survey on the transportation industry conducted in Europe and she ranked second
in 2012 and 2014. Ms. lgen, who possesses Chartered Financial Analyst (CFA) and
Capital Markets Board (SPK) Advanced and Corporate Governance Rating licenses, is
also a member of the CFA Institute, CFA Society of Istanbul, TYD (Turkish Investor
Relations Society) as Vice Chair and the Professional Womens Network.
122
Ali Bora bulan joined TAV Airports in 2010 and he is acting as the General
Manager of TAV Operation Services that handles operations regarding commercial
area allocation, leasing of advertisement and promotion areas of 14 airports, TAV
primeclass Private Passenger Lounge Operations, TAV Tourism Travel Agency,
TAVPort.com online travel website, TAV Passport loyalty card program. Mr. bulan
is responsible for managing the companies of TAV Operation Services in Turkey,
Georgia, Tunisia, Macedonia, Latvia, Saudi Arabia, and Germany.
Ali Murat en graduated from Kabatas High School and started his professional
career at Setur Tourism Agency, as a part of Ko Holding and took part in various
projects in the retail industry. He has a degree in Business Administration from
Istanbul University and a masters degree in Human Resources from Istanbul
University. He joined TAV Airports Holding in 2000 where he was involved in
various positions in the operation of AT Tourism Management. He became Human
Resources Specialist in 2004, HR Senior Supervisor in 2006, HR Assistant Manager
in 2009 and HR Manager in 2012. In 2014, he became TAV Holding Human Resources
Coordinator. He leads Human Resources processes performed by TAV, in domestic
and international operations.
Ali Murat en
TAV Holding Human Resources
Coordinator
Bar Mstecaplolu
Coordinator, TAV Academy
General Manager, TAV Aviation Minds
Binnur Gleryz Onaran joined the TAV family in 2006 as the Deputy General
Manager of the System Support and Application Department at TAV Information
Technologies. She was promoted to General Manager of TAV Information
Technologies in 2010. Currently managing IT operations at 23 airports and 20
different companies in Turkey, Europe, Asia, Africa and the Middle East, Ms. Onaran
is also the CIO of TAV Airports Holding and responsible for TAV Groups strategic
IT management. Binnur Gleryz Onaran completed her post-graduate studies in
Computer Program/Analyst Program at Conestoga College, Canada then she started
her career in 1993 as a training manager at CDI College, Canada. In 1995, she
worked in various managerial positions at Mercedes-Benz Turkey. After completing
the Executive Training Program at Daimler-Chrysler University, she was appointed
to Mercedes-Benz Turkey Organization & Information Technologies Senior Manager,
then she worked as the Information Technologies Director at TUVTURK.
123
Senior Management
Cengiz Akl, after graduating from Erzurum Kazm Karabekir Eitim Enstits,
began working at DHM General Directorate, Department of Operations in 1975.
Between 1982-1984 he worked as DHM Elz Airfield Directorate Operations Chief,
between 1984-1994 as Malatya Airfield Director, between 1994-2006 as Adana
Airport Director in Chief, between 2006-2008 as Antalya Airport Director in Chief.
After he was appointed Isparta Airport Director in Chief in September 2008 he
retired in November. Throughout his career at DHM General Directorate, he attended
several seminars and courses about aviation in and outside Turkey. As of December
2008, he is still working as Coordinator at Gazipaa Airport for TAV Gazipaa Yatrm
Yapm letme A..
Cengiz Akl
Operation Coordinator TAV Gazipaa
Erkan Balc was appointed General Manager of TAV zmir in 2009. Mr. Balc was
appointed as the Assistant General Manager of TAV zmir in 2006 and served as
the Acting General Manager from March 2008 to January 2009. Having graduated
from the Department of Civil Engineering, Middle East Technical University in 1996,
he served as the Assistant General Manager of TAV zmir between 2006 and 2008.
Before joining TAV Airports, Mr. Balc worked as the Operations Manager at the
Antalya Airport International Terminal I, IT Project Manager at Fraport, and IT Chief at
Bayndr Antalya Airport.
Erkan Balc
General Manager TAV zmir
smet Ersan Arcan graduated from Warnborough College Oxford/England (BBA)
and Schiller University, Heidelberg/Germany from the Business Administration
Department. He began his professional career as Sales Representative at A.T.A
s.a.r.l. in Switzerland and as Sales Manager at A.R.E.X Ltd. in Luxembourg. After
joining TAV Airports Holding between 1999-2006, he started working at AT Turizm
letmecilii A.. as Operation Manager, between 2006-2007 as Deputy General
Manager. In October 2007, he started serving as General Manager at AT Turizm
letmecilii A.. He is highly fluent in English and French.
Sadettin Cesur
CEO
BTA
124
Mete Erkal
General Manager TAV Georgia
Mete Erkal was appointed General Manager of TAV Georgia in June 2010. He
graduated from Southern Illinois University, Department of Finance in 1993. Mr.
Erkal was a Management Trainee at the Blinder & Robinson Co., in St. Louis, United
States and served as the New York and Paris Routes Manager at Turkish Airlines
prior to 1995. He served as the Assistant General Manager of Sales and Services
in the privatization of Hava Yer Hizmetleri A.. (Hava Ground Handling) and in its
partnership with Swissport from 1995 until 1999, and as the Commerce Director at
elebi Hava Servisi A.. (elebi Air Services) between 1999 and 2002. Working as
the Marketing Director of ATA Holding for three years prior to joining TAV Airports,
Mete Erkal served as the Operations Coordination Manager of TAV Airports Holding
from 2008 to 2009, and as Assistant General Manager (Acting General Manager)
of TAV Georgia between September 2009 and June 2010. Mr. Erkal was appointed
General Manager of TAV Georgia in June 2010. He is also a member of the American
Marketing Association.
Nuray Demirer was appointed General Manager of TAV Esenboa in 2007. Ms.
Demirer graduated from Istanbul Technical University, Faculty of Architecture in
1988. Nuray Demirer graduated from Bilkent University with an MBA degree in 2014.
Ms. Demirer, whose career began at Atlye T Mimarlik A. as an architect in 1988,
has had much experience as Finishing Work, Technical Services and Operations
Manager in housing, hospital and administrative building construction at Eczacba
Pharmaceuticals Factory and Tepe Construction. Ms. Demirer joined TAV Group with
the construction of TAV Atatrk Airport International Terminal in 1999; afterwards,
she was Project Manager of TAV Esenboa Domestic-International Terminal
construction.
Nuray Demirer
General Manager
TAV Esenboa
eyda Nurzat Erkal, a civil engineer, graduated from Galatasaray High School in
1989 and from Istanbul Technical University in 1994. He held various positions
both in the private sector and public sector between 1994 and 2005. Joining the
aviation industry in 2005, Mr. Erkal worked as the Head of Construction and the
Real Estate Department at Turkish Airlines from 2005 until 2010 where he made
major contributions to the successful completion of many projects. He joined the TAV
family in 2010 as the General Manager of TAV G Otopark Yapm Yatrm ve letme
A.. eyda Nurzat Erkal has been serving as the General Manager of HAVA since
December 1, 2013. Seyda Nurzat Erkal is fluent in English and French.
. Nurzat Erkal
General Manager
HAVA
125
Senior Management
Sofiene Abdessalem
General Manager
Medinah International Airport
Turgay ahan
General Manager
TAV Security
Zoran Krstevski
General Manager
TAV Macedonia
126
Sofiene Abdessalem graduated from Tunisia Aviation Academy in 1992 and received
his masters degree in Airport Management in 1994 from Ecole Nationale de
lAviation Civile (France). He began his career in 1995 with the Tunisian Civil Aviation
and Airports Authority (OACA) as the Director of the Tozeur International Airport
(Tunisia). In 1997, he served as the Director of the Monastir International Airport
(Tunisia) and undertook responsibilities in Tunisias airport privatization program
and the transfer of the airport from public to private sector. In 2008, Mr. Abdessalem
joined TAV Tunisia as Deputy General Manager and participated in the construction
and operational readiness and transition of the new Enfidha Airport. In 2011, Mr.
Abdessalem was promoted as General Manager of Tunisia Enfidha International
Airport. Since November 2011, Mr. Abdessalem has been Managing Director of
TIBAH Airports Operations, managing Medinah International Airports transfer,
operation and development under the first public private partnership project in KSA.
Turgay ahan graduated from the Police Academy in 1989 and between 1989-1990
he attended the Professional Integration Program at the British Police Department
and between 1999-2000 he attended Ankara Universitys European Union Basic
Training Program. Between 1990-2006, Mr. ahan worked in different units in zmir,
Tunceli, and Ankara Police Departments and moreover he carried out tasks in Haiti,
Bosnia, Kosovo, United Nations Peacekeeping Force and Belgium ECAC work teams.
Between 1996-2006, Mr. ahan worked as Airports Security Branch Manager at
Security General Directorate of National Police Protection Department and also
as the Chair of Training, Inspection and Investigation Experts Committee (EADUK.
In 2006, Mr. ahan began working as Esenboa Airport Security Manager for TAV
Security. Between 2007-2010, he worked as Esenboa Airport Private Security
Coordinator. Between January 2010-April 2011 he worked as the Deputy Manager.
In April 2011, he was appointed as the General Manager of TAV Private Security
Services. In addition to the task he has carried out within TAV, he continues to be ACI
Europa Security member representing TAV Airports in ACI Europa.
Zoran Krstevski graduated from the University of St. Cyril & Methodius, Faculty
of Law in 1985 and worked as an Aviation Law Senior Specialist between 1986
and 1990. Serving as the Vice President and Assistant General Director of JSC
Makpetrol from 1996 until 2000, he was the General Director of PEAS Airport
Services for three years. Serving as the Deputy Prime Minister for European Affairs
from 2000 until 2002, Zoran Krstevski was a Member of Parliament of the Republic
of Macedonia between 2002 and 2006. He worked as the General Director of JSC
Airports Macedonia between 2006 and 2008, where he was also a member of
the ACI Policy Committee. He served as the General Director of the Civil Aviation
Agency of the Republic of Macedonia from 2008 to 2010 before joining TAV Airports.
During his tenure he was a member of the Provisional Council of the Eurocontrol
Management Board, member of the Enlarged Committee, member of ECAC, and
EASA Management Board Observer.
2013
2014
15
15
Representation Expenses
As of 2014 and 2013, the Group does not have any payable balances to the directors and
senior management.
Information Regarding Expenses for Donation and Aid and for Social Responsibility
Projects
No donations or charitable contributions were made during 2014.
Related Party Transactions
The total amount of transactions between our Company and AT whose 50% shares are
owned by our Company, and TAV Construction surpassed 10% of 2013 consolidated revenues,
as of 31 December 2014. Detailed information about these transactions is explained in our
consolidated financials footnotes (Note 10). Note that TAV adopted the IFRS 11 Joint Venture
standard starting from 1 January 2012.
127
128
129
130
Nomination Committee
The Nomination Committee convened three
times: in June, November and December.
Identified suitable candidates for open
positions on the Board of Directors and
the management team;
Undertook efforts to create a transparent
system to identify suitable candidates for
open positions on the Board of Directors
and the management team;
Assessed and trained the suitable
candidates for open positions on the
Board of Directors and the management
team;
Developed policies and strategies to
identify suitable candidates for open
positions on the Board of Directors and
the management team;
Effected the written declaration of
candidates for Independent Board
Membership stating that, as of the date of
their nomination to the Committee, they
meet the independence criteria stipulated
in the relevant regulation and in the
Companys Articles of Association;
Performed regular evaluations on
the composition and effectiveness of
the Board of Directors and reported
recommendations for potential changes to
the Board of Directors membership;
Assessed whether the nominees for
Independent Board Member positions,
including the management and
shareholders, met the independence
criteria at the election process of
independent members of the Board of
Directors and submitted conclusions to
the Board of Directors for approval;
NEW VERSION
132
133
134
135
20. It may buy and sell, transfer, lease to third parties and
lease from third parties any type of aircrafts, watercrafts,
land vehicles necessary for the Company affairs and
without prejudice to the provisions of the Article 4.27
of the Articles of Association, it may make in-kind and
personal savings on them and may sign financial leasing
agreements.
20. It may buy and sell, transfer, lease to third parties and
lease from third parties any type of aircrafts, watercrafts,
land vehicles necessary for the Company affairs and
without prejudice to the provisions of the Article 4.27
of the Articles of Association, it may make in-kind and
personal savings on them and may sign financial leasing
agreements.
136
137
Dividend Policy
In accordance with the Communique numbered II-19.1 of the Capital Markets Board, our
Companys Dividend Policy to be determined as follows: Our Company determines the
resolutions for distribution of profit by considering the Turkish Commercial Code, Capital
Market Legislation, Capital Markets Board Regulations and Decisions, Tax Laws, the
provisions of the other relevant legislations and Articles of association of our Company.
Accordingly, 50% of the consolidated net profit for the relevant period calculated by
considering the period financial statements that have been prepared under the Capital
Market legislation and in conformity with the International Financial Reporting Standards
(IFRS), will be distributed in cash or as gratis shares which will be issued by means of adding
such amount to the share capital subject to the resolution to be rendered by the general
assembly of shareholders of our company. Sustainability of this dividend policy is one of the
basic purposes of our Company, except for such special cases necessitated by investments
and any other fund requirements that may be required for the long term development of the
Company, its subsidiaries and affiliates and any extraordinary developments in economic
conditions.
Dividend proposal for 2014 earnings:
It is unanimously resolved that this resolution to be submitted for the approval of our
shareholders in the Ordinary General Assembly Meeting of our Company for the year 2014:
1. Our Companys net profit of the fiscal year 2014 according to the independently
audited consolidated financial tables prepared in accordance with Capital Market Board
Communiqu About Financial Reporting in Capital Markets Serial: II No: 14.1 is TL
634,228,000 and according to the clauses of the Turkish Commercial Code and Tax Procedure
Law is TL 498,885,554,
2. Consolidated after tax Profit of TL 634,228,000 as set forth in the consolidated financial
statements will be the base for distribution of profit pursuant to the Capital Market Board
Dividend Communiqu (II-19.1),
3. As it is obligatory to set aside first legal reserves until the reserve amount reaches 20% of
the paid in capital in accordance with Article 519 of Turkish Commercial Code, it is decided to
reserve TL 24,944,278 as first legal reserves for 2014,
4. It is determined that TL 609,283,722 for the year 2014 according to the consolidated
financial statements, shall be the base for first dividend.
5. It is decided to distribute TL 306,052,855 in accordance with Capital Market Board
Dividend Communiqu (II-19.1) as cash first dividend.
a. TL 306,052,855, which is the total cash dividend amount to be distributed shall be covered
by current period net profit.
b. Accordingly TL 0.8425 (84.25%) gross cash dividend per share having nominal value of TL
1 and total gross cash dividend distribution amount TL 306,052,855 will be submitted to the
approval of our shareholders in the Ordinary General Assembly Meeting of our Company.
6. It is decided to reserve the remaining amount after deducting the dividend to be distributed
in accordance with the Capital Markets Law and Turkish Commercial Law as extraordinary
reserve.
7. The distribution of dividend described above will commence on May 5, 2015.
138
Subsidiary Report
The Subsidiary Company Report of the TAV Airports Board of Directors for 2014 Prepared
Pursuant to Article 199 of the Turkish Commercial Code
Pursuant to Article 199 of the Turkish Commercial Code, Law No. 6102, that became effective
on July 1, 2013, TAV Airports Board of Directors is obligated to issue a report within the first
three months of the fiscal year regarding the Companys relationships with its controlling
shareholder and the subsidiaries of its controlling shareholder during the previous
fiscal year, and to include the conclusion section of this report in the annual report. The
transactions TAV Airports executed with its affiliated parties are presented in note 39 of the
financial report. The report issued by the Board of Directors states: It was concluded that in
each and every transaction TAV Airports executed with its controlling shareholders and the
subsidiaries of its controlling shareholders in 2014, based on the situation and conditions
known to us at the time the transaction was executed or the measure was taken or the
measure was refrained from being taken, the Company had a commensurate gain in return
and there was no measure taken or refrained from being taken that will lead to losses for
the Company and, within this framework, there are no transactions or measures that require
compensation.
139
Auditors Report
140
Statement of Responsibility
STATEMENT OF RESPONSIBILITY PREPARED PURSUANT TO ARTICLE 9 OF THE
COMMUNIQU ON THE PRINCIPLES OF FINANCIAL REPORTING IN CAPITAL MARKETS NO.
II-14.1 OF THE CAPITAL MARKETS BOARD
RESOLUTION DATE: 19/02/2015 RESOLUTION NO: 4 OF THE BOARD OF DIRECTORS
REGARDING THE APPROVAL OF FINANCIAL STATEMENTS AND ANNUAL REPORTS
In accordance with the regulations of the Capital Markets Board and in light of the Statement
of Financial Position with footnotes, Comprehensive Income Statement, Cash Flow Statement,
Statement of Changes in Equity, and interim Annual Report (Financial Statements) for
the period between January 1, 2014 and December 31, 2014 prepared by the Company
in compliance with the formats established by Turkish Accounting Standards/Turkish
Financial Reporting Standards (TAS/TFRS) and the Capital Markets Board pursuant to the
Communiqu on the Principles of Financial Reporting in Capital Markets (Communiqu)
No. II-14.1 of the Capital Markets Board and audited within limited scope by the independent
audit firm Akis Bamsz Denetim ve Serbest Muhasebeci Mali Mavirlik A..;
-We hereby declare that:
-Based on the information we possess within the scope of our duties and responsibilities in
the Company, the consolidated financial statements do not contain any incorrect statement
or any omission of material facts that may result in misleading conclusion as of the date of
issuance,
-Prepared in accordance with the financial reporting standards in effect, the financial
statements provide an accurate view of the assets, liabilities, financial position and profit or
loss of the Company including its consolidated participations, and the annual report provides
an accurate view of the development and performance of the business and the financial
position of the Company including its consolidated participations as well as the principal risks
and uncertainties the Company is exposed to.
Respectfully yours,
Financial Affairs
DENZ AYDIN
141
Statement of Independence
To TAV Havalimanlar Holding A.. Board of Directors:
I do declare that I am a candidate for assuming the role of an Independent Member on the Board
of Directors of TAV Havalimanlar Holding (Company), within the scope of the criteria stipulated in
the legislations, the Articles of Association and the Capital Markets Boards Corporate Governance
Communiqu, and within this scope;
a) Within the last five years, no executive employment relation that would give important duties and
responsibilities has been established between myself, my spouse, my second degree relatives by blood
or by marriage and the Company and the subsidiaries of the Company, and shareholders who control the
management of the Company or who have significant influence at the Company and juridical persons
controlled by these shareholders; and that I neither possess more than 5% of any and all capital or voting
rights or privileged shares nor have significant commercial relations,
b) Within the last five years, I have not worked as an executive manager who would have important
duties and responsibilities or have not been a member of the Board of Directors or been a shareholder
(more than 5%) particularly in the companies that provide auditing, rating and consulting services for
the Company (including tax audit, legal audit, internal audit), and in the companies that the Company
purchase products and services from or sells products and services to within the framework of the
agreements signed (during the timeframe of selling/purchasing of the products and services,
c) I do have the professional training, knowledge, and experience that will help me properly carry out the
tasks and duties I will assume as a result of my independent membership in the Board of Directors,
d) In accordance with the legislations, I will not be working fulltime in public institutions and
organizations (except working as an academician at the university) after being elected as a member,
e) I am considered a resident in Turkey according to the Income Tax Law (n.193) dated 31/12/1960,
f) I do have the strong ethic standards, professional standing and experience that will help me positively
contribute to the activities of the Company and remain neutral in conflicts of interests between
the companys shareholders, and that will help me take decisions freely by taking the rights of the
stakeholders into consideration,
g) I will be able to spare the sufficient time for the business of the Company to an extent that will help me
pursue the activities of the Company and fulfil the requirements of my tasks and duties,
h) I have not been a member of the Board of Directors of the Company for more than six years in total
within the last decade,
i) I have not been an independent member of the Board of Directors in the Company or in more than
three of the companies controlled by the shareholders who control the management of the Company and
in more than five of the publicly traded companies in total,
j) I have not been registered and announced on behalf of the juridical person elected as member of the
Board of Directors.
Respectfully yours,
D. Sevdil YILDIRIM
142
Tayfun BAYAZIT
Statement of Independence
To TAV Havalimanlar Holding A.. Board of Directors:
I do declare that I am a candidate for assuming the role of an Independent Member on the Board
of Directors of TAV Havalimanlar Holding (Company), within the scope of the criteria stipulated in
the legislations, the Articles of Association and the Capital Markets Boards Corporate Governance
Communiqu, and within this scope;
a) Within the last five years, no executive employment relation that would give important duties and
responsibilities has been established between myself, my spouse, my second degree relatives by blood
or by marriage and the Company and the subsidiaries of the Company, and shareholders who control the
management of the Company or who have significant influence at the Company and juridical persons
controlled by these shareholders; and that I neither possess more than 5% of any and all capital or voting
rights or privileged shares nor have significant commercial relations,
b) Within the last five years, I have not worked as an executive manager who would have important
duties and responsibilities or have not been a member of the Board of Directors or been a shareholder
(more than 5%) particularly in the companies that provide auditing, rating and consulting services for
the Company (including tax audit, legal audit, internal audit), and in the companies that the Company
purchase products and services from or sells products and services to within the framework of the
agreements signed (during the timeframe of selling/purchasing of the products and services,
c) I do have the professional training, knowledge, and experience that will help me properly carry out the
tasks and duties I will assume as a result of my independent membership in the Board of Directors,
d) In accordance with the legislations, I will not be working fulltime in public institutions and
organizations (except working as an academician at the university) after being elected as a member,
e) I am considered a resident in Turkey according to the Income Tax Law (n.193) dated 31/12/1960,
f) I do have the strong ethic standards, professional standing and experience that will help me positively
contribute to the activities of the Company and remain neutral in conflicts of interests between
the companys shareholders, and that will help me take decisions freely by taking the rights of the
stakeholders into consideration,
g) I will be able to spare the sufficient time for the business of the Company to an extent that will help me
pursue the activities of the Company and fulfil the requirements of my tasks and duties,
h) I have not been a member of the Board of Directors of the Company for more than six years in total
within the last decade,
i) I have not been an independent member of the Board of Directors in the Company or in more than
three of the companies controlled by the shareholders who control the management of the Company and
in more than five of the publicly traded companies in total,
j) I have not been registered and announced on behalf of the juridical person elected as member of the
Board of Directors.
Respectfully yours,
2014
Consolidation
Full Consolidation
Full Consolidation
Full Consolidation
Full Consolidation
Full Consolidation
Full Consolidation
Full Consolidation
Full Consolidation
Full Consolidation
Full Consolidation
Equity
Equity
Full Consolidation
Full Consolidation
Full Consolidation
Full Consolidation
Full Consolidation
Full Consolidation
Equity
Equity
Equity
Full Consolidation
Equity
Equity
Full Consolidation
Equity
%
100
100
100
100
100
100
100
67
76
76
33
51
100
67
100
100
100
67
50
50
50
100
67
15
100
15
2013
Consolidation
Full Consolidation
Full Consolidation
Full Consolidation
Full Consolidation
Full Consolidation
Full Consolidation
Full Consolidation
Full Consolidation
Full Consolidation
Full Consolidation
Equity
Equity
Full Consolidation
Full Consolidation
Full Consolidation
Full Consolidation
Full Consolidation
Full Consolidation
Equity
Equity
Equity
Full Consolidation
Equity
-
*Tunisia Duty Free is 30% held and proportionately consolidated to AT because AT has 65% of the voting rights.
144
%
100
100
100
100
100
100
100
67
76
76
33
51
100
67
100
99
100
67
50
50
50
100
67
-
Target
Actual
8-10%
11%
10-12%
14%
9-11%
9%
12-14%
14%
100-120
96
8-10%
6-8%
Revenue growth
10-12%
EBITDA growth
12-14%
5-10%
100-110 millon
145
146
147
Airport Companies
TAV STANBUL
Number of Passengers (million)
Flights (thousand)
Revenue ( million)
EBITDA ( million)
EBITDA Margin (%)
Number of Employees
2012
45.1
346.1
413.8
181.1
44
2,640
2013
51.3
386.0
442.1
210.6
48
2,724
2014
57.0
422.2
462.0
233.7
51
2,811
14/13 Change
11%
9%
5%
11%
3 ppt
3%
2012
9.4
66.4
56.5
26.8
47
623
2013
10.2
69.2
60.0
27.3
46
686
2014
10.9
74.0
65.4
39.7
61
911
14/13 Change
7%
7%
9%
45%
15 ppt
33%
TAV TUNISIA
Number of Passengers (million)
Flights (thousand)
Revenue ( million)
EBITDA ( million)
EBITDA Margin (%)
Number of Employees
2012
3.3
27.4
50.6
21.7
43
748
2013
3.4
30.1
51.9
17.0
33
775
2014
3.3
26.8
51.9
13.6
26
780
14/13 Change
-3%
-11%
0%
-20%
-7 ppt
1%
TAV ESENBOA
Number of Passengers (million)
Flights (thousand)
Revenue ( million)
EBITDA ( million)
EBITDA Margin (%)
Number of Employees
2012
9.3
74.9
44.6
19.1
43
872
2013
10.9
85.1
48.1
21.4
45
921
2014
11.0
82.2
47.2
22.0
47
936
14/13 Change
10%
-3%
-2%
3%
2 ppt
2%
Adjusted for IFRIC 12 by excluding construction revenues and expenses and including
guaranteed passenger revenues in Ankara and zmir.
148
TAV GAZPAA
Number of Passengers (thousand)
Flights
Revenue ( million)
EBITDA ( million)
EBITDA Margin (%)
Number of Employees
2012
79.7
578
0.5
-0.9
n.m.
19
2013
338.5
2,469
1.8
-0.1
n.m.
29
2014
726.3
5,349
3.1
0.5
16
46
14/13 Change
115%
117%
70%
n.m.
n.m.
59%
TAV GEORGIA
Number of Passengers (million)
Flights (thousand)
Revenue ( million)
EBITDA ( million)
EBITDA Margin (%)
Number of Employees
2012
1.4
23.6
30.9
17.5
57
794
2013
1.6
23.5
35.3
21.6
61
806
2014
1.8
23.8
37.2
23.7
64
769
14/13 Change
9%
1%
6%
10%
3 ppt
-5%
TAV MACEDONIA
Number of Passengers (million)
Flights (thousand)
Revenue ( million)
EBITDA ( million)
EBITDA Margin (%)
Number of Employees
2012
0.9
11.3
17.8
2.2
13
648
2013
1.1
12.4
18.8
5.7
30
626
2014
1.3
14.0
20.7
7.3
35
638
14/13 Change
19%
13%
10%
29%
5 ppt
2%
2012
-
2013
1.7
12.7
-
2014
2.0
15.6
3.0
0.9
32
118
14/13 Change
16%
23%
n.m.
n.m.
n.m.
n.m.
TAV MEDINAH
Number of Passengers (million)
Flights (thousand)
Revenue ( million)
EBITDA ( million)
EBITDA Margin (%)
Number of Employees
2012
4.6
36.3
16.5
3.1
19
254
2013
4.7
40.0
28.4
4.4
15
291
2014
5.7
48.5
34.3
7.0
20
340
14/13 Change
21%
21%
21%
60%
5 ppt
17%
Adjusted for IFRIC 12 by excluding construction revenues and expenses and including
guaranteed passenger revenues in Ankara and zmir.
149
Service Companies
AT
2012
2013
2014
14/13 Change
Revenue ( million)
255
277
284
2%
EBITDA ( million)
28
33
30
-10%
11
12
10
-2 ppt
Number of Employees
1,551
1,376
1,692
23%
HAVA
2012
2013
2014
14/13 Change
131
141
145
3%
Revenue ( million)
EBITDA ( million)
18
29
43
47%
14
21
29
9 ppt
Number of Employees
3,852
3,648
3,842
5%
BTA
2012
2013
2014
14/13 Change
106
116
138
19%
Revenue ( million)
EBITDA ( million)
10
11
10
-13%
10
10
-3 ppt
Number of Employees
2,086
2,255
2,587
15%
OTHER
2012
2013
2014
14/13 Change
Revenue ( million)
92
88
117
32%
EBITDA ( million)
37
37
41
11%
40
42
35
-7 ppt
831
900
1,118
24%
Number of Employees
*Adjusted for IFRIC 12 by excluding construction revenues and expenses and including guaranteed passenger revenues
in Ankara and zmir.
150
TAV in Figures*
2012
2013
2014
Revenue ( million)
847
904
983
EBITDA ( million)
328
381
434
Passengers (million)
Number of Employees (eop)
72
84
95
13,113
13,370
14,556
151
19 February 2015
This report contains the Independent Auditors Report
comprising 1 page and Consolidated Financial Statements and
their explanatory notes comprising 110 pages.
Notes
ASSETS
Property and equipment
Intangible assets
Airport operation right
Equity-accounted investees
Other investments
Goodwill
Prepaid concession and rent expenses
Derivative financial instruments
Trade receivables
Non-current due from related parties
Other non-current assets
Deferred tax assets
Total non-current assets
Inventories
Prepaid concession and rent expenses
Derivative financial instruments
Trade receivables
Due from related parties
Other receivables and current assets
Cash and cash equivalents
Restricted bank balances
Total current assets
TOTAL ASSETS
(*)
15
16
17
39
18
16
19
34
23
20
21
19
34
23
38
22
24
25
31 December
2014
Restated (*)
31 December
2013
179,895
17,841
1,091,532
104,083
16
135,831
15,434
9,210
107,273
2,799
1,295
73,125
1,738,334
156,867
19,748
971,524
91,995
24
136,149
22,312
65
113,388
1,654
72,207
1,585,933
10,038
109,675
5,590
109,981
25,601
198,003
57,581
391,880
908,349
7,551
129,202
1,313
81,667
14,750
66,157
97,822
381,939
780,401
2,646,683
2,366,334
The accompanying notes form an integral part of these consolidated financial statements.
156
31 December
2014
Restated (*)
31 December
2013
26
162,384
220,286
85,528
(17,605)
615
40,064
(91,871)
(9,269)
338,389
728,521
162,384
220,286
78,416
(17,605)
957
40,064
(68,660)
(15,742)
193,735
593,835
39
17,173
32,431
745,694
626,266
28
29
38
34
31
30
20
1,178,148
13,116
7,717
146,342
29,285
179,604
3,316
1,557,528
1,068,344
11,676
10,289
121,506
23,923
107,290
3,886
1,346,914
24
28
33
38
34
14
30
32
31
2,319
202,448
44,144
6,213
16,309
52,377
7,421
12,230
343,461
1,610
283,405
41,192
9,046
1,018
10,391
29,410
6,232
10,850
393,154
Total Liabilities
1,900,989
1,740,068
2,646,683
2,366,334
Notes
EQUITY
Share capital
Share premium
Legal reserves
Other reserves
Revaluation surplus
Purchase of shares of entities under common control
Cash flow hedge reserve
Translation reserves
Retained earnings
(*)
The accompanying notes form an integral part of these consolidated financial statements.
157
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro are expressed in
thousands unless otherwise indicated.)
Notes
6
7
2014
39,623
872,177
2013
210,357
815,711
8
6
72,146
(39,623)
(40,704)
(50,981)
(234,334)
(135,792)
(74,082)
(122,246)
34,648
320,832
51,940
(210,357)
(27,016)
(51,079)
(223,156)
(143,440)
(68,690)
(111,871)
33,602
276,001
43,545
(98,245)
(54,700)
32,237
(120,240)
(88,003)
266,132
187,998
(52,438)
213,694
(55,339)
132,659
(1,081)
(1,209)
216
242
(1,832)
68
(31)
(414)
6
83
(288)
(19,807)
(2,665)
3,742
2,927
(7,484)
176
(23,111)
42,466
1,012
(6,951)
(7,574)
(12,697)
(67)
16,189
(24,943)
15,901
188,751
148,560
218,383
(4,689)
213,694
132,894
(235)
132,659
199,895
(11,144)
188,751
147,173
1,387
148,560
363,281,250
363,281,250
0.60
0.37
Construction revenue
Operating revenue
Other operating income
Construction expenditure
Cost of catering inventory sold
Cost of services rendered
Personnel expenses
Concession and rent expenses
Depreciation and amortisation expenses
Other operating expenses
Share of profit of equity-accounted investees, net of tax
Operating profit
Finance income
Finance costs
Net finance costs
9
10
12
11
39
13
14
27
The accompanying notes form an integral part of these consolidated financial statements.
158
159
14
14
220,286
162,384
220,286
162,384
220,286
162,384
Share
Premium
220,286
Share
Capital
162,384
7,112
85,528
78,416
23,672
78,416
Legal
Reserves
54,744
-
(17,605)
(17,605)
(17,605)
615
(342)
(342)
(342)
957
957
(342)
(342)
(342)
40,064
40,064
40,064
The accompanying notes form an integral part of these consolidated financial statements.
Note
(91,871)
(23,211)
(23,211)
(23,211)
(68,660)
(68,660)
27,043
27,043
27,043
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro are expressed in
thousands unless otherwise indicated.)
(9,269)
(68)
6,541
6,473
6,473
(15,742)
(15,742)
(12,534)
(12,534)
(12,534)
Translation
Reserves
(3,208)
(65,209)
(65,209)
(7,112)
338,389
410
(1,818)
(1,408)
216,975
218,383
193,735
(58,617)
(58,617)
(24,017)
193,735
410
(298)
112
133,006
132,894
Retained
Earnings
143,363
(65,209)
(65,209)
728,521
(23,211)
(1,818)
6,541
(18,488)
199,895
218,383
593,835
(58,617)
(58,617)
(345)
593,835
68
27,043
(298)
(12,534)
14,279
147,173
132,894
Total
505,624
(4,114)
(4,114)
17,173
(6,569)
(14)
128
(6,455)
(11,144)
(4,689)
32,431
149
(1,884)
(1,735)
345
32,431
3,671
(58)
(1,991)
1,622
1,387
(235)
NonControlling
Interests
32,434
(69,323)
(69,323)
745,694
(29,780)
(1,832)
6,669
(24,943)
188,751
213,694
626,266
149
(60,501)
(60,352)
626,266
68
30,714
(356)
(14,525)
15,901
148,560
132,659
Total Equity
538,058
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro are expressed in
thousands unless otherwise indicated.)
Notes
CASH FLOWS FROM OPERATING ACTIVITIES
Profit for the year
Adjustments for:
Amortisation of airport operation right
Depreciation of property and equipment
Amortisation of intangible assets
Concession and rent expenses
Provision for employee severance indemnity
Provision for doubtful receivables
Discount on receivables and payables, net
Gain on sale of property and equipment
Impairment of goodwill
Provision set for unused vacation
Interest income
Interest expense on financial liabilities
Tax expense
Unwinding of discount on concession receivable and payable
Share of profit of equity-accounted investees, net of tax
Unrealised foreign exchange differences on statement of financial
position items
Cash flows from operating activities
Change in current trade receivables
Change in non-current trade receivables
Change in inventories
Change in due from related parties
Change in restricted bank balances
Change in other receivables and current assets
Change in trade payables
Change in due to related parties
Change in other payables and provisions
Change in other long term assets
Additions to prepaid concession and rent expenses
Cash provided from operations
Income taxes paid
Interest paid
Retirement benefits paid
Dividends from equity-accounted investees
Net cash provided from operating activities
12-17
12-15
12-16
10
9-29
36
16
32
13
13
14
13
39
14
29
The accompanying notes form an integral part of these consolidated financial statements.
160
2014
2013
213,694
132,659
43,561
26,201
4,317
135,792
3,995
966
(8)
(1,804)
318
1,018
(10,521)
89,881
52,438
(16,973)
(34,648)
40,044
24,361
4,285
143,440
5,189
946
(35)
(801)
367
(14,580)
81,232
55,339
(17,495)
(33,602)
(1,801)
506,426
(30,123)
30,857
(2,502)
(10,851)
313,630
(121,324)
3,054
(8,205)
87,699
359
(102,797)
666,223
(55,215)
(101,563)
(4,091)
20,810
526,164
(6,964)
414,385
8,474
34,921
(569)
37,536
286,902
11,395
4,045
(6,057)
(18,707)
(1,220)
(136,433)
634,672
(37,160)
(84,761)
(4,976)
16,760
524,535
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro are expressed in
thousands unless otherwise indicated.)
Notes
CASH FLOWS FROM INVESTING ACTIVITIES
Interest received
Proceeds from sale of property, equipment and intangible
assets
Acquisition of property and equipment
Additions to airport operation right
Acquisition of intangible assets
Net cash used in investing activities
15
16
2014
2013
9,099
11,157
7,790
(54,816)
(157,104)
(2,064)
(197,095)
2,338
(30,933)
(201,521)
(1,202)
(220,161)
257,439
(224,414)
(332,665)
(69,323)
(1,056)
(370,019)
296,045
(187,198)
(295,260)
(60,501)
686
(246,228)
(40,950)
96,212
55,262
58,146
38,066
96,212
24
24
The accompanying notes form an integral part of these consolidated financial statements.
161
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
162
Page
163-170
171-173
174-193
193-194
195-198
199
199
199
200
200
201
201
202
203-206
207-208
209-211
212-213
214
214-215
215-218
219
219
219
220
221
222-224
224
225-235
235-236
236
237
237
237
238-239
239
239-249
250-256
256-259
259-265
266
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
1. REPORTING ENTITY
TAV Havalimanlar Holding A.. (TAV, TAV Holding or the Company) was established in 1997 under the name of
Tepe Akfen Vie Yatrm Yapm ve letme A.. in Turkey for the purpose of reconstructing the stanbul Atatrk Airport
(International Lines Building) and operating it for a limited period of 66 months. On 7 August 2006, the Companys name
has been changed to TAV Havalimanlar Holding A... The address of the Companys registered office is stanbul Atatrk
Havaliman D Hatlar Terminali 34149 Yeilky, stanbul, Turkey.
The Company is listed in Borsa stanbul since 23 February 2007 and the Companys shares are traded as TAVHL.
The consolidated financial statements of the Company as at and for the year ended 31 December 2014 comprise the
Company and its subsidiaries (together referred to as the Group and individually as Group entities) and the Groups
interests in joint ventures. The Companys subsidiaries as at 31 December 2014 and 2013 are as follows:
163
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
31 December 2014
Ownership Voting power
interest %
held %
31 December 2013
Ownership Voting power
interest %
held %
Principal Activity
Place of
operation
stanbul Airport
Terminal Services
Turkey
100.00
100.00
100.00
100.00
Ankara Airport
Terminal Services
Turkey
100.00
100.00
100.00
100.00
zmir Airport
Terminal Services
Turkey
100.00
100.00
100.00
100.00
zmir Airport
Terminal Services
Turkey
100.00
100.00
100.00
100.00
Bodrum Airport
Terminal Services
Turkey
100.00
100.00
Name of Subsidiary
Airport Operator
Tunisia
67.00
67.00
67.00
67.00
Airport Operator
Georgia
76.00
76.00
76.00
76.00
Airport Management
Service Provider
Georgia
76.00
100.00
76.00
100.00
Airport Operator
Georgia
100.00
100.00
Airport Operator
Macedonia
100.00
100.00
100.00
100.00
Airport Operator
Turkey
100.00
100.00
100.00
100.00
Commercial Area
Operator
Latvia
100.00
100.00
100.00
100.00
Ground Handling
Services
Turkey
100.00
100.00
100.00
100.00
Ground Handling
Latvia
66.67
66.67
66.67
66.67
Ground Handling
Finland
66.67
66.67
66.67
66.67
Ground Handling
Sweden
66.67
66.67
66.67
66.67
Ground Handling
Germany
66.67
66.67
66.67
66.67
164
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
Name of Subsidiary
Principal Activity
31 December 2014
Voting
Place of Ownership
power
operation interest %
held %
31 December 2013
Voting
Ownership
power
interest %
held %
Bus Operator
Turkey
100.00
100.00
100.00
100.00
Bus Operator
Turkey
100.00
100.00
100.00
100.00
Bus Operator
Turkey
100.00
100.00
100.00
100.00
Turkey
66.66
66.66
66.66
66.66
Georgia
66.66
66.66
66.66
66.66
Tunisia
66.66
66.66
66.66
66.66
Macedonia
66.66
66.66
66.66
66.66
BTA Unlu Mamlleri Pasta retim Turizm Gda Yiyecek ecek Hizmetleri
San. ve Tic. A.. (Cakes & Bakes)
Turkey
66.66
66.66
66.66
66.66
Turkey
66.66
66.66
Turkey
66.66
66.66
Operations &
Maintenance (O&M),
Lounge Services
Turkey
100.00
100.00
100.00
100.00
Lounge Services
Georgia
99.99
99.99
99.99
99.99
Lounge Services
Tunisia
99.99
99.99
99.99
99.99
TAV Tunisie Operation Services Plus SARL (TAV letme Tunisia Plus)
Lounge Services
Tunisia
99.99
99.99
99.99
99.99
Lounge Services
Macedonia
99.99
99.99
99.99
99.99
Lounge Services
Germany
100.00
100.00
Turkey
100.00
100.00
98.53
98.53
Security Services
Turkey
100.00
100.00
100.00
100.00
Education Services
Turkey
100.00
100.00
100.00
100.00
Education Services
Turkey
51.00
51.00
51.00
51.00
Holding
Netherlands
100.00
100.00
100.00
100.00
Airport Operator
Turkey
100.00
100.00
165
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
The joint ventures of the Company as at 31 December 2014 and 2013 are as follows:
31 December 2014
Ownership Voting power
interest %
held %
49.98
50.00
31 December 2013
Ownership Voting power
interest %
held %
49.98
50.00
Principal activity
Duty Free Services
Place of
operation
Turkey
Georgia
49.98
50.00
49.98
50.00
Tunisia
49.98
50.00
49.98
50.00
Macedonia
49.98
50.00
49.98
50.00
Latvia
49.98
50.00
49.98
50.00
Tunisia
14.98
39.98
Saudi Arabia
49.99
50.00
Turkey
49.99
49.99
Turkey
51.15
51.17
Operating Special
Hangar
Turkey
32.40
32.40
32.40
32.40
Ground Handling
Turkey
50.00
50.00
50.00
50.00
Ground Handling
Saudi Arabia
66.66
66.66
66.66
66.66
Turkey
33.33
50.00
33.33
50.00
Turkey
33.99
51.00
33.99
51.00
Turkey
26.66
40.00
26.66
40.00
Saudi Arabia
55.55
66.66
Airport Operator
Saudi Arabia
33.33
33.33
33.33
33.33
Airport Operator
Saudi Arabia
51.00
33.33
51.00
33.33
The associates of the Company as at 31 December 2014 and 2013 are as follows:
Holding
Place of
operation
United
Kingdom
Airport Operator
Airport Operator
Airport Operator
Name of associates
ZAIC-A Limited (ZAIC-A)
166
Principal activity
31 December 2014
Ownership Voting power
interest %
held %
31 December 2013
Ownership Voting power
interest %
held %
15.00
15.00
15.00
15.00
Croatia
15.00
15.00
Croatia
15.00
15.00
Croatia
40.00
40.00
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
Description of Operations
The Group and its joint ventures core businesses are related to the construction of terminal buildings, management and
operation of terminals or airports. TAV Esenboa and TAV zmir enter into Build Operate Terminate agreements (BOT)
with Devlet Hava Meydanlar letmesi Genel Mdrl (General Directorate of State Airports Authority) (DHM),
TAV Tbilisi with JSC Tbilisi International Airport (JSC), TAV Batumi with Georgian Ministry of Economic Development
(GMED), TAV Tunisia with Tunisian Airport Authority (Office De LAviation Civil Et Des Aeroports) (OACA) and TAV
Macedonia with Macedonian Ministry of Transportation and Communication (MOTC). Tibah Development enters into
Build Transfer Operate (BTO) Agreements with General Authority of Civil Aviation (GACA). TAV Ege, TAV Milas
Bodrum, and TAV Gazipaa enter into concession agreement with DHM. Under these agreements, the Group agrees
to build or renovate or manage an airport or terminal within a specified period of time and in exchange receives the
right to operate the airport and terminal for a preestablished period of time. At the end of the contracts, the Group will
transfer the ownership of the terminal buildings or airports back to the related public authority, DHM, JSC, GMED, OACA,
MOTC and GACA accordingly. Group also signs separate contracts related with the airport operations. On 3 June 2005,
TAV stanbul signed a rent agreement to operate Atatrk International Airport Terminal (AIAT) and Atatrk Domestic
Airport Terminal (ADAT) for 15.5 years until year 2021.
BOT, BTO and Concession Agreements
The airport terminals operated by the Group and its joint ventures are as follows:
stanbul Atatrk International Airport
A BOT agreement was executed between TAV and DHM regulating the reconstruction, investment and operations of
Atatrk International Airport International Lines Building (referred to as Atatrk International Airport Terminal or
AIAT) in 1998. TAV was required to complete the construction by August 2000 and then had the right to operate the
facilities of the International Lines Building for 3 years, 8 months and 20 days. TAV completed the reconstruction of
the International Lines Building in January 2000 and started the operation seven months earlier, after completion of a
significant portion of the construction. Construction of the remaining parts of the project was finalized in August 2000.
DHM and the Undersecretariat of Treasury gave their acceptance of the project in August 2000 when the investment
period was formally completed.
An addendum to the agreement was made in June 2000. Under the terms of the addendum, TAV committed to enlarge
the International Lines Building by 30% by year 2004. In return for extending the International Lines Building, the
operation period of TAV was extended by 13 months 12 days (approximately 66 months in total) through June 2005. The
contract expired in June 2005 and TAV transferred Atatrk Domestic Airport Terminal (referred to as ADAT) and AIAT to
DHM. On 3 June 2005, TAV stanbul signed a rent agreement to operate AIAT and ADAT for 15.5 years until year 2021.
An addendum has been signed on 4 November 2008, namely Atatrk Airport Development Project, covering installation
of new passenger boarding bridges and construction of new commercial areas. Through this addendum TAV has
undertaken approximately EUR 36,000 of investment in exchange of the operation right of newly created commercial
areas.
A tender was held on 3 May 2013 for construction of a new airport in stanbul. It has been announced that the winning
bid for the tender as per the tender specifications of Istanbuls New Airport Project to be undertaken by BOT model
within the framework of the procedures and principles defined by DHMI as per the law no. 3996 and cabinet decree no.
2011/1807 was offered by a venture other than the Company. TAV Holding and TAV stanbul received a formal letter
issued by DHMI dated 22 January 2013, stating that DHMI will fully reimburse the Company for all loss of profit over the
remaining period of its existing rent period that may be incurred in case that another airport is opened for operation in
Istanbul before the end of the rent period of TAV Istanbul. In addition, it is stated that independent expert companies may
be consulted for the computation of the total reimbursement amount.
167
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
168
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
169
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
170
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
2. BASIS OF PREPARATION
a) Statement of compliance
The consolidated financial statements have been prepared in accordance with International Financial Reporting
Standards (IFRSs).
The consolidated financial statements were authorized for issue by the Board of Directors on 19 February 2015. The
power to change the consolidated financial statements after the issuing of the consolidated financial statements is held
by the General Assembly.
b) Basis of measurement
The consolidated financial statements have been prepared on the historical cost basis except for derivative financial
instruments which are measured at fair value.
The methods used to measure fair values are discussed further in Note 4.
c) Functional and presentation currency
TAV Holding and its subsidiaries operating in Turkey maintain their books of account and prepare their statutory
financial statements in Turkish Lira (TRL) in accordance with the accounting principles as promulgated by the Turkish
Commercial Code and tax legislation.
Functional currency of most of the Group companies operating in Turkey and other countries are determined to be Euro,
different from their countrys currency according to IAS 21. Accordingly functional currency of TAV Holding as a parent
company has been determined as Euro.
The accompanying consolidated financial statements are presented in EUR, which is the functional currency of TAV
Group.
The table below summarizes the functional currencies of the Group entities and their joint ventures:
Company
TAV Holding
TAV stanbul
TAV Esenboa
TAV zmir
TAV Ege
TAV Milas Bodrum
TAV Tunisia
TAV Tbilisi
TAV Batumi
Batumi Airport LLC
TAV Macedonia
TAV Gazipaa
TAV Latvia
HAVA
HAVA Europe
HAVA Europe Helsinki
HAVA Europe Stockholm
Functional Currency
EUR
EUR
EUR
EUR
EUR
EUR
EUR
Georgian Lari (GEL)
GEL
GEL
EUR
EUR
EUR
EUR
EUR
EUR
Swedish Krona (SEK)
171
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
Company
HAVA Germany
HYT zmir
HYT Mula
HYT Samsun
BTA
BTA Georgia
BTA Tunisia
BTA Macedonia
Cakes & Bakes
BTA Tedarik
BTA Danmanlk
TAV letme
TAV letme Georgia
TAV letme Tunisia
TAV letme Tunisia Plus
TAV letme Macedonia
TAV letme Germany
TAV Biliim
TAV Gvenlik
TAV Akademi
TAV Aviation Minds
Aviatior Netherlands
TAV Uluslararas Yatrm
AT
AT Georgia
AT Tunisia
AT Macedonia
AT Latvia
AT Tunisia Duty Free
SAUDI ATU
ATU Maazaclk
ATU Uluslararas Maazaclk
TAV Gzen
TGS
SAUDI HAVA
BTA Denizyollar
BTU Lokum
BTU Gda
BTA Medinah
Tibah Development
Tibah Operation
ZAIC-A
MZLZ
MZLZ Operation
AMS
Functional Currency
EUR
TRL
TRL
TRL
TRL
GEL
Tunisian Dinar (TND)
Macedonian Denar (MKD)
TRL
TRL
TRL
TRL
GEL
TND
TND
MKD
EUR
EUR
TRL
TRL
USD
EUR
EUR
EUR
GEL
EUR
EUR
EUR
EUR
Saudi Arabian Riyal (SAR)
TL
EUR
USD
TRL
SAR
TRL
TRL
TRL
SAR
SAR
SAR
EUR
Croatian Kuna (HRK)
HRK
HRK
All financial information presented in EUR has been rounded to the nearest thousands, except when otherwise
indicated.
172
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
173
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss.
The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such
amounts generally are recognised in profit or loss.
Transactions costs, other than those associated with the issue of debt or equity securities, that the Group incurs in
connection with a business combination are expensed as incurred.
ii) Subsidiaries:
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to,
variable returns from its involvement with the entity and has the ability to affect those returns through its power over
the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date
that control commences until the date that control ceases.
174
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
176
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
The financial statements of subsidiaries that report in the currency of an economy formerly accepted as
hyperinflationary (Turkey) are restated in terms of the measuring unit current at the reporting dates until 31 December
2005 before they are translated into EUR as the reporting currency. Turkey came off highly inflationary status for the
period beginning after 15 December 2005, therefore restatement for IAS 29 (Financial Reporting in Hyperinflationary
Economies) has not been applied since 1 January 2006.
The financial statements of subsidiaries, namely BTA, TAV letme and TAV Gvenlik, which have the TRL as their
functional currency, were restated to compensate for the effect of changes in the general purchasing power of the
TRL until 31 December 2005, in accordance with IAS 29 as TRL was the currency of a hyperinflationary economy.
Financial statements of such subsidiaries are then translated into Euro, the main reporting currency of the Group, by the
exchange rate ruling at reporting date.
The foreign currency exchange rates as of the related periods are as follows:
TRL
GEL
TND
MKD
SEK
USD
SAR
HRK
1 Euro Equivalent
31 December 2014
31 December 2013
2.8207
2.9365
2.2656
2.3891
2.2622
2.2663
61.4814
61.5113
9.4323
8.9430
1.2164
1.3759
4.5581
5.1623
7.6566
7.6336
c) Financial instruments
i) Non-derivative financial assets:
The Group initially recognises loans, receivables and deposits on the date that they are originated. All other financial
assets (including assets designated at fair value through profit or loss) are recognised initially on the trade date at
which the Group becomes a party to the contractual provisions of the instrument.
The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it
transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially
all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets
that is created or retained by the Group is recognised as a separate asset or liability.
Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and
only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the
asset and settle the liability simultaneously.
Non-derivative financial assets of the Group comprise loans and receivables.
177
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
178
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
50 years
4-18 years
5-18 years
2-18 years
1-15 years
Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
e) Intangible assets
i) Goodwill:
Goodwill that arises upon the acquisition of subsidiaries and joint ventures is included in intangible assets. For the
measurement of goodwill at initial recognition, see Note 3(a)(i).
Subsequent measurement
Goodwill is measured at cost less accumulated impairment losses.
ii) Intangible assets recognised in a business combination:
Customer relationships are the intangible assets recognised during the purchase of HAVA shares in years 2005
and 2007 and purchase of HAVA Europe shares in 2010 and 2011. DHM license is the intangible asset recognised
during the purchase of HAVA shares in years 2005 and 2007. In a business combination or acquisition, the acquirer
recognises separately an intangible asset of the acquiree at the acquisition date only if it meets the definition of an
intangible asset and its fair value can be measured reliably. The fair values of DHM licence and customer relationship
were determined by an independent external third party expert.
180
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
The Group applied proportionate consolidation method to account for its 60% ownership interest in HAVA until 30
September 2007. Therefore, intangible assets arising from the initial acquisition of HAVA were reflected by 60%,
being the shareholding of the Group, in the consolidated financial statements. In accordance with IFRS 3 Business
Combinations, the Group applied step acquisition during the purchase of the remaining 40% shareholding in HAVA.
Customer relationship and DHM licence were remeasured to their fair values. The fair value change attributable to 60%
portion was recorded to the revaluation reserve under equity. This figure reflected the change in fair value of intangible
assets which were already carried in the consolidated financial statements prior to the acquisition of the additional 40%
shareholding.
50% and 16.67% share purchases of HAVA Europe are accounted by applying IFRS 3 in 2010 and 2011, respectively.
iii) Internally generated software:
Internally generated software consists of airport software developed by TAV Biliim. Internally generated software with
finite useful lives is measured at cost less accumulated amortisation and impairment losses.
iv) Other intangible assets:
Other intangible assets that are acquired by the Group, which have finite useful lives, are measured at cost less
accumulated amortisation and accumulated impairment losses.
v) Subsequent expenditure:
Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific
asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is
recognised in profit or loss as incurred.
vi) Amortisation:
Except for goodwill, intangible assets are amortised on a straight-line basis in profit or loss over their estimated useful
lives, from the date that they are available for use.
Purchased software is amortised over estimated useful lives, which is between 3-5 years. Intangible assets recognised
during acquisitions of HAVA and HAVA Europe are customer relationships and DHM licence. Customer relationships
have 5-10 years useful life and DHM licence has indefinite useful life since the duration of net cash inflow arising from
DHM licence to the Company does not have any foreseeable limit. DHM licence is tested for impairment annually.
Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
vii) Service concession arrangements
TAV Esenboa and TAV zmir are bound by the terms of the BOT Agreements made with DHM. According to the BOT
agreements, TAV Esenboa and TAV zmir have guaranteed passenger fee to be received from DHM. The agreements
cover a period up to January 2015 for TAV zmir and May 2023 for TAV Esenboa.
A BOT agreement was executed between TAV Tbilisi and JSC on 6 September 2005 for the operations of airport (both
international, domestic terminals and parking-apron-taxi ways). The agreement covers a period up to February 2027.
A BOT agreement was executed between TAV Tunisia and OACA on 18 May 2007, for the operation of existing Monastir
Habib Bourguiba Airport and new Enfidha Airport (International, domestic terminals and parking-apron-taxi-ways). The
concession periods of both airports will end in May 2047.
181
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
A concession agreement was executed between TAV Gazipaa and DHM on 4 January 2008 for the operation of Antalya
Gazipaa Airport (air side, land side, parking-apron-taxi ways). The agreement covers a period up to May 2034.
On 24 September 2008, a BOT agreement for the construction and operation of Alexander the Great Airport in Skopje,
renovation and operation of the St. Paul the Apostle Airport in Ohrid, and the construction and optional operation
of the New Cargo Airport in Shtip airports was signed between TAV Macedonia and the Ministry of Transport and
Communication of Macedonia. The agreement covers a period up to March 2030.
A concession agreement was executed between TAV Ege and DHM on 16 December 2011 for the construction and
operation of the domestic terminal of zmir Adnan Menderes Airport and for taking-over the international terminal on
January 2015. The agreement covers a period up to December 2032.
A concession agreement was executed between TAV Milas Bodrum and DHM on 11 July 2014 for the leasing of the
operating rights of the Milas-Bodrum Airports existing international terminal, CIP, general aviation terminal, domestic
terminal and its auxiliaries. The agreement covers the operation right of the international terminal starting from October
2015 to December 2035 (approximately 20 years and 2 months) and operation right of the domestic terminal starting
from July 2015 to December 2035.
i) Intangible assets:
The Group recognises an intangible asset arising from a service concession agreement when it has a right to charge for
usage of concession infrastructure. Intangible assets received as consideration for providing construction or upgrade
services in a service concession agreement are measured at fair value upon initial recognition. Subsequent to initial
recognition the intangible asset is measured at cost less accumulated amortisation and accumulated impairment
losses.
The fair value of the consideration received or receivable for the construction services delivered includes a mark-up
on the actual costs incurred to reflect a margin consistent with other similar construction work. Mark-up rates for TAV
zmir, TAV Esenboa, TAV Gazipaa, TAV Macedonia and TAV Ege are 0%, TAV Tbilisi and TAV Tunisia are 15% and 5%
respectively.
The estimated useful life of an intangible asset in a service concession arrangement is the period from when the Group
is able to charge the public for the use of the infrastructure to the end of the concession period. Amortisation of airport
operation right is calculated based on units of production method over estimated passenger figures for Domestic
Terminal of zmir Adnan Menderes International Airport and Milas-Bodrum Airport. For airport operation right balances
other than these terminals, amortisation is calculated on a straight-line basis over their estimated useful lives.
ii) Financial assets:
The Group recognises the guaranteed passenger fee amount due from DHM as financial asset which is determined by
the agreements with TAV Esenboa and TAV zmir. Financial assets are initially recognised at fair value. Fair value of
financial assets is estimated as the present value of all future cash receipts discounted using the prevailing market rate
of instrument. (see Note 4 (iii)).
iii) Accounting for operations contract (TAV stanbul):
The costs associated with the operations contract primarily include rental payments and payments made to enhance
and improve ADAT. TAV stanbul prepaid certain rental amounts and the prepayment is deferred as prepaid rent and
is recognised over the life of the prepayment period. The expenditures TAV stanbul incurs to enhance and improve
the domestic terminal are recorded as prepaid development expenditures and are being amortised over the life of the
associated contract. Any other costs associated with regular maintenance are expensed in the period in which they are
incurred.
182
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
Under IFRIC 12 an operator recognises an intangible asset or financial asset received as consideration for providing
construction or upgrade services or other items. TAV stanbul has control over significant portion of revenue and has
control over price. Therefore, no intangible asset or financial asset is recognised in TAV stanbuls financial statements
and the revenue and costs relating to the operation services are recognised in accordance with IAS 18.
f) Leased assets
Leases in terms of which the Group assumes substantially all the risks and rewards of ownership are classified as
finance leases. Upon initial recognition the leased asset is measured at an amount equal to the lower of its fair value
and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in
accordance with the accounting policy applicable to that asset.
Other leases are operating leases and the leased assets are not recognised on the Groups consolidated statement of
financial position.
g) Inventories
Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the first-in
first-out (FIFO) principle, and includes expenditure incurred in acquiring the inventories, production or conversion costs
and other costs incurred in bringing them to their existing location and condition.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of
completion and estimated costs necessary to make sale.
h) Impairment
i) Non-derivative financial assets:
A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether
there is any objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss
event has occurred after the initial recognition of the asset, and the loss event had a negative effect on the estimated
future cash flows of that asset that can be estimated reliably.
Objective evidence that financial assets are impaired can include default or delinquency by a debtor, restructuring of an
amount due to the Group on terms that the Group would not consider otherwise, indications that a debtor or issuer will
enter bankruptcy, adverse changes in the payment status of borrowers or issuers, economic conditions that correlate
with defaults or the disappearance of an active market for a security.
Financial assets measured at amortised cost
The Group considers evidence of impairment for loans and receivables at both a specific asset and collective level. All
individually significant receivables are assessed for specific impairment. All individually significant receivables found
not to be specifically impaired are then collectively assessed for any impairment that has been incurred but not yet
identified.
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between
its carrying amount, and the present value of the estimated future cash flows discounted at the assets original
effective interest rate. Losses are recognised in profit or loss and reflected in an allowance account against loans and
receivables. Interest on the impaired asset continues to be recognised. When a subsequent event causes the amount of
impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.
183
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
184
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
involvement with the goods, and the amount of revenue can be measured reliably. If it is probable that discounts will
be granted and the amount can be measured reliably, then the discount is recognised as a reduction of revenue as the
sales are recognised.
Construction revenue and expenditure: Construction revenue and expenditure are recognised by reference to the stage
of completion of the contract activity at the reporting date, as measured by the proportion that contract costs incurred
for work performed to date bear to the estimated total contract costs. Variations in contract work, claims and incentive
payments are included to the extent that they have been agreed with the customer.
Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent
of contract costs incurred that it is probable will be recoverable. Contract costs are recognised as expenses in the period
in which they are incurred.
When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as aen
expense immediately.
Service concession agreements: Revenue relating to construction services under a service concession arrangement
is recognised based on the stage of completion of the work performed, consistent with the Groups accounting policy
on recognising revenue on construction contracts. Operation or service revenue is recognised in the period in which
the services are provided by the Group. When the Group provides more than one service in a service concession
arrangement the consideration received is allocated by reference to the relative fair values of the services delivered.
Aviation income: Aviation income is recognised based on the daily reports obtained from related airline companies for
terminal service income charged to passengers, as well as for ramps utilised by aircraft and check-in counters utilised
by the airlines.
Area allocation income: Area allocation income is recognised by the issuance of monthly invoices based on the contracts
made for allocated areas in the terminal.
Catering services income: Catering services income is recognised when services are provided. The Group defers revenue
for collections from long-term contracts until the services are provided. There are no deferred costs related to these
revenues since these are related with the selling rights given to food and beverage companies to sell their products at
domestic and international lines terminals as well as third parties out of the terminals where the subsidiaries operate.
Ground handling income: Ground handling income is recognised when the services are provided.
Commission: The Group subcontracts the right to operate certain duty free operations and the catering services to third
parties. The third parties pay the Group a specified percentage of their sales for the right to operate these concessions.
The commission revenue is recognised based on the sales reports provided from the subcontractor entities in every 2
to 3 days.
Software and system sales: Software and system sales are recognised when goods are delivered and title has passed or
when services are provided.
Income from lounge services: Income from lounge services is recognised when services are provided.
Bus and car parking operations: Income from bus and car parking operations is recognised when services are provided.
185
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
l) Lease payments
Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the
lease.
Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction
of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a
constant periodic rate of interest on the remaining balance of the liability.
Contingent lease payments are accounted for by revising the minimum lease payments over the remaining term of the
lease when the lease adjustment is confirmed.
m) Finance income and finance costs
Finance income comprises interest income on funds invested, unwinding of discount on guaranteed passenger fee
receivable from DHM arising from the application of IFRIC 12, dividend income and gains on hedging instruments
that are recognised in profit or loss. Interest income is recognised as it accrues in profit or loss, using the effective
interest method. Dividend income is recognised in profit or loss on the date that the Groups right to receive payment is
established.
Finance costs comprise interest expense on borrowings, impairment losses recognised on financial assets, (other than
trade receivables) and ineffective portion of hedging instruments. Borrowing costs that are not directly attributable
to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective
interest method.
Foreign currency gains and losses on financial assets and financial liabilities are reported on a net basis as either
finance income or finance cost depending on whether foreign currency movements are in a net gain or net loss position.
n) Tax
Tax expense comprises current and deferred tax. Current and deferred tax is recognised in profit or loss except to the
extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.
i) Current Tax:
Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates
enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
ii) Deferred Tax:
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the
following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business
combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in
subsidiaries and joint ventures to the extent that the Group is able to control the timing of the reversal of the temporary
differences and it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not
recognised for taxable temporary differences arising on the initial recognition of goodwill.
Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they
reverse, based on the laws that have been enacted or substantively enacted by the reporting date.
186
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and
assets, and they relate to income taxes levied by the same tax authority on the same taxable entity.
A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent
that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are
reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit
will be realised.
The Turkish tax legislation does not permit a parent company and its subsidiaries to file a consolidated tax return.
Therefore, provisions for taxes, as reflected in the accompanying consolidated financial statements, have been
calculated on a separate-entity basis.
iii) Tax exposures:
In determining the amount of current and deferred tax the Group takes into account the impact of uncertain tax
positions and whether additional taxes and interest may be due. The Group believes that its accruals for tax liabilities
are adequate for all open tax years based on its assessment of many factors, including interpretations of tax law and
prior experience. This assessment relies on estimates and assumptions and may involve a series of judgments about
future events. New information may become available that causes the Group to change its judgement regarding the
adequacy of existing tax liabilities; such changes to tax liabilities will impact tax expense in the period that such a
determination is made.
o) Earnings per share
The Group presents basic and diluted EPS data for its ordinary shares. Basic and diluted EPS is calculated by dividing
the profit or loss attributable to ordinary shareholders of the owners of the company by the weighted average number
of ordinary shares outstanding during the period. There are no dilutive potential shares.
p) Segment reporting
An operating segment is a component of the Group and its joint ventures that engages in business activities from which
it may earn revenues and incur expenses including revenues and expenses that relate to transactions with any of the
Groups other components. All operating segments operating results are regularly reviewed by the Group Management
to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete
financial information is available.
Segment results that are reported to the Group management include items directly attributable to a segment as well as
those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets (primarily the
Companys headquarters), head office expenses, and income tax assets and liabilities.
Segment capital expenditure is the total cost incurred during the period to acquire property and equipment, and
intangible assets other than goodwill.
q) The new standards, amendments and interpretations
The accounting policies adopted in preparation of the consolidated financial statements as at 31 December 2014
are consistent with those of the previous financial year, except for the adoption of new and amended IFRS and IFRIC
interpretations effective as of 1 January 2014. The effects of these standards and interpretations on the Groups
financial position and performance have been disclosed in the related paragraphs.
187
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
i) The new standards, amendments and interpretations which are effective as at 1 January 2014:
IAS 32 Financial Instruments: Presentation - Offsetting Financial Assets and Financial liabilities (Amended)
The amendments clarify the meaning of currently has a legally enforceable right to set-off and also clarify the
application of the IAS 32 offsetting criteria to settlement systems (such as central clearing house systems) which
apply gross settlement mechanisms that are not simultaneous. These amendments did not have an impact on the
consolidated financial statements of the Group.
IFRS Interpretation 21 Levies
The interpretation clarifies that an entity recognizes a liability for a levy when the activity that triggers payment, as
identified by the relevant legislation, occurs. It also clarifies that a levy liability is accrued progressively only if the
activity that triggers payment occurs over a period of time, in accordance with the relevant legislation. For a levy that is
triggered upon reaching a minimum threshold, the interpretation clarifies that no liability should be recognized before
the specified minimum threshold is reached. The interpretation is not applicable for Group and did not have any impact
on the financial position or performance the Group.
IAS 36 Impairment of Assets (Amended) - Recoverable Amount Disclosures for Non-Financial assets
As a consequential amendment to IFRS 13 Fair Value Measurement, some of the disclosure requirements in IAS 36
Impairment of Assets regarding measurement of the recoverable amount of impaired assets has been modified. The
amendments required additional disclosures about the measurement of impaired assets (or a group of assets) with
a recoverable amount based on fair value less costs of disposal. These amendments did not have an impact on the
consolidated financial statements of the Group.
IAS 39 Financial Instruments: Recognition and Measurement (Amended) - Novation of Derivatives and Continuation of
Hedge Accounting
Amendments provides a narrow exception to the requirement for the discontinuation of hedge accounting in
circumstances when a hedging instrument is required to be novated to a central counterparty as a result of laws or
regulations. These amendments did not have an impact on the consolidated financial statements of the Group.
IFRS 10 Consolidated Financial Statements (Amendment)
IFRS 10 is amended to provide an exception to the consolidation requirement for entities that meet the definition of an
investment entity. The exception to consolidation requires investment entities to account for subsidiaries at fair value
through profit or loss in accordance with IFRS. This amendment does not have any impact on the financial position or
performance of the Group.
ii) Standards issued but not yet effective and not early adopted:
Standards, interpretations and amendments to existing standards that are issued but not yet effective up to the date
of issuance of the consolidated financial statements are as follows. The Group will make the necessary changes if
not indicated otherwise, which will be affecting the consolidated financial statements and disclosures, when the new
standards and interpretations become effective.
188
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
189
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
190
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
191
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
192
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
193
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
iv) Derivatives:
The fair value is estimated by discounting the difference between the contractual forward price and the current forward
price for the residual maturity of the contract using a risk-free interest rate (based on government bonds) or option
pricing models.
The fair value of interest rate swaps is based on broker quotes. Those quotes are tested for reasonableness by
discounting estimated future cash flows based on the terms and maturity of each contract and using market interest
rates for a similar instrument at the measurement date.
Fair values reflect the credit risk of the instrument and include adjustments to take account of the credit risk of the
Group entity and counterparty when appropriate.
v) Other non-derivative financial liabilities:
Fair value, which is determined for disclosure purposes, is calculated based on the present value of future principal and
interest cash flows, discounted at the market rate of interest at the reporting date.
Fair value hierarchy:
The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been
defined as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the
measurement date.
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly or indirectly.
Level 3: unobservable inputs for the asset or liability.
31 December 2014
Interest rate swap
Cross currency swap
Forward
31 December 2013
Interest rate swap
Cross currency swap
Forward
194
Level 1
Level 2
Level 3
(146,342)
9,210
5,590
(131,542)
Level 1
Level 2
Level 3
(111,017)
(10,424)
295
(121,146)
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
5. OPERATING SEGMENTS
Operating Segments:
For management purposes, the Group and its joint ventures are currently organised into four reportable segments;
Terminal Operations, Catering Operations, Duty Free Operations, Ground Handling and Bus Operations. These reportable
segments are the basis on which the Group reports its primary segment information, the principal activities of each are
as follows:
Terminal operations: Operating terminal buildings, the car park and the general aviation terminal, the Group
companies included in this segment are TAV stanbul, TAV Esenboa, TAV zmir, TAV Ege, TAV Milas Bodrum, TAV
Tunisia, TAV Tbilisi, TAV Batumi, Batumi Airport LLC, TAV Macedonia, TAV Gazipaa, TAV Uluslararas Yatrm, Tibah
Development, Tibah Operation, MZLZ, MZLZ Operation and AMS. TAV Tbilisi, TAV Batumi, TAV Tunisia, TAV Macedonia,
TAV Gazipaa, and MZLZ also include the ground handling operations, and parking-apron-taxi ways as they are not
outsourced and are run by the airport.
Catering operations: Managing all food and beverage operations of the terminal, both for the passengers and the
terminal personnel, which is run by BTA, BTA Georgia, BTA Tunisia, BTA Macedonia, Cakes & Bakes, BTA Tedarik, BTA
Danmanlk, BTA Denizyollar, BTU Lokum, BTU Gda, and BTA Medinah.
Duty free operations: Sales of duty free goods for the international arriving and departing passengers. The Group
operates its duty free services through AT, AT Georgia, AT Tunisia, AT Macedonia, AT Latvia, AT Tunisia Duty
Free, Saudi AT, AT Maazaclk and AT Uluslararas Maazaclk.
Ground handling and bus operations: Providing traffic, ramp, flight operation, cargo and all other ground handling
services for domestic and international flights under the Civil Aviation Legislation License. The Group operates the
ground handling services through HAVA, HAVA Europe, HAVA Europe Helsinki, HAVA Europe Stockholm, HAVA
Germany, TAV Gzen, TGS and SAUDI HAVA. HAVA, HYT zmir, HYT Mula and HYT Samsun provides bus operations.
Other: Providing lounge services, IT, security and education services, the Group companies included in this segment
are TAV Holding, TAV Latvia, TAV letme, TAV letme Georgia, TAV letme Tunisia, TAV letme Tunisia Plus, TAV
letme Macedonia, TAV letme Germany, TAV Biliim, TAV Gvenlik, TAV Akademi, TAV Aviation Minds, Aviator
Netherlands and ZAIC-A.
Information regarding the results of each reportable segment is included below. Performance is measured based
on segment operating profit, as included in the internal management reports that are reviewed by the Groups
Management. Segment profit is used to measure performance as management believes that such information is the
most relevant in evaluating the results of certain segments relative to other entities that operate within these industries.
Inter-segment pricing is determined on arms length basis.
195
196
295,510
Capital expenditure
Other investments
248,630
214,266
(57,187)
11,486
(72,464)
317,140
(317,140)
1,752,239
1,510,013
Terminal Operations
31
31
December December
2014
2013
2,495,409
2,093,849
(61,897)
Construction revenue
Construction expenditure
8,411
(80,757)
155,436
(155,436)
Inter-segment revenue
Interest income
Interest expense
157,509
Terminal Operations
2014
2013
514,533
482,932
9,042
9,330
(3,162)
206
(296)
17,714
36,237
18,012
Catering Operations
31
31
December December
2014
2013
48,734
29,034
14,401
6,612
(3,865)
331
(654)
20,224
Catering Operations
2014
2013
105,255
90,593
4,773
31,533
(1,378)
971
(1,017)
36,595
25,156
5,606
25,924
(1,998)
503
(361)
20,911
40,287
(11,951)
567
(4,686)
253
8,465
29,547
(11,393)
351
(5,507)
357
Ground Handling
and Bus Operations
2014
2013
251,132
238,422
101,994
105,025
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
2,437
2,165
(1,807)
12,949
(12,999)
22,422
325,152
20
273,648
36
Other Operations
31
31
December December
2014
2013
228,694
251,465
3,270
12,467
(2,106)
16,555
(19,425)
23,414
Other Operations
2014
2013
38,355
27,418
354,493
286,841
(74,927)
25,963
(92,283)
317,140
(317,140)
193,904
2013
1,110,915
Total
2,252,217
20
1,931,854
36
Total
31
31
December December
2014
2013
2,995,223
2,557,109
339,698
333,920
(81,817)
26,367
(105,883)
155,436
(155,436)
201,400
2014
1,186,303
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
Reconciliations of reportable segment revenues, profit before tax, assets and liabilities and other material items
Revenues
Total revenue for reportable segments
Other revenue
Elimination of inter-segment revenue
Effect of using the equity method for joint ventures
Consolidated revenue
Operating profit
Segment operating profit
Other operating profit
Elimination of inter-segment operating loss
Effect of using the equity method for joint ventures
Consolidated operating profit
Finance income
Finance expense
Consolidated profit before tax
Assets
Total assets for reportable segments
Other assets
Effect of using the equity method for joint ventures
Consolidated total assets
Liabilities
Total liabilities for reportable segments
Other liabilities
Effect of using the equity method for joint ventures
Consolidated total liabilities
2014
2013
1,481,370
61,769
(201,400)
1,341,739
(429,939)
911,800
1,572,119
49,840
(193,904)
1,428,055
(401,987)
1,026,068
2014
2013
321,453
12,467
(4,544)
329,376
(8,544)
320,832
43,545
(98,245)
266,132
284,676
2,165
(3,562)
283,279
(7,278)
276,001
32,237
(120,240)
187,998
31 December 2014
31 December 201
2,766,529
228,694
2,995,223
(348,540)
2,646,683
2,305,644
251,465
2,557,109
(190,775)
2,366,334
31 December 2014
31 December 2013
1,927,065
325,152
2,252,217
(351,228)
1,900,989
1,658,206
273,648
1,931,854
(191,786)
1,740,068
197
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
Interest income
Total interest income for reportable segments
Other interest income
Elimination of inter-segment interest income
Effect of using the equity method for joint ventures
Consolidated interest income
Interest expense
Total interest expense for reportable segments
Other interest expense
Elimination of inter-segment interest expense
Effect of using the equity method for joint ventures
Consolidated interest expense
2014
2013
9,812
16,555
(15,187)
11,180
(659)
10,521
13,014
12,949
(10,895)
15,068
(488)
14,580
2014
2013
(86,458)
(19,425)
15,557
(90,326)
445
(89,881)
(79,284)
(12,999)
10,276
(82,007)
775
(81,232)
Geographical information
The main geographical segments of the Group and its joint ventures are comprised of Turkey, Tunisia, Georgia,
Macedonia and Saudi Arabia.
In presenting information on the basis of geographical segments, segment revenue is based on the geographical
location of revenue. Segment assets are based on the geographical location of the assets.
Revenue
Turkey
Tunisia
Georgia
Macedonia
Other
Consolidated revenue
Non-current assets
Turkey
Tunisia
Macedonia
Georgia
Other
Consolidated non-current assets
198
2014
806,130
46,208
34,573
19,335
5,554
911,800
2013
921,796
46,917
32,237
16,989
8,129
1,026,068
31 December 2014
1,119,570
479,582
72,218
63,942
3,022
1,738,334
31 December 2013
940,431
501,096
76,702
64,966
2,738
1,585,933
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
Construction expenditure
Mark-up on construction expenditure
Construction revenue
2014
39,623
39,623
2013
210,357
210,357
Construction revenue and expenditure for the year ended 31 December 2014 and 2013 are related to the construction of
domestic terminal of zmir Adnan Menderes Airport and Alanya Gazipaa Airport.
7. OPERATING REVENUE
An analysis of the Groups operating revenue for the period ended 31 December is as follows:
Aviation income
Commission from sales of duty free goods
Ground handling income
Catering services income
Area allocation income
Income from car parking operations and valet service income
Prime class income
Bus services income
Income from lounge services
Hotel and reservation income
Software sales income
Other operating revenue
Total operating revenue
2014
271,698
227,663
153,702
80,437
37,693
29,693
13,927
13,683
9,327
6,490
6,200
21,664
872,177
2013
247,625
227,450
146,529
75,537
36,919
30,859
7,355
16,321
11,384
6,881
5,330
3,521
815,711
Advertising income
Rent income from sublease
Utility and general participation income (*)
Other income
Total other operating income
2014
19,337
13,176
5,632
34,001
72,146
2013
18,131
11,332
4,761
17,716
51,940
(*)
Utility and general participation income consists of net of electricity, water supplies, heat, natural gas expenses which are initially paid by
the Group and charged to the tenants of the terminal according to the m2 of the areas rented.
199
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
9. PERSONNEL EXPENSES
An analysis of the Groups personnel expenses for the years ended 31 December is as follows:
Wages and salaries
Compulsory social security contributions
Employee severance indemnity expenses
Other personnel expenses
Total personnel expenses
2014
185,455
25,348
3,995
19,536
234,334
2013
174,934
24,815
5,189
18,218
223,156
2014
129,202
5,761
829
135,792
2013
128,906
5,095
725
8,714
143,440
Rent expense is related with TAV stanbul, concession rent expense is related with TAV Ege, TAV Tunisia and TAV
Macedonia.
See Note 19.
TAV Tunisia has a concession period of 40 years and annual concession fee is paid based on the annual revenue of Monastir and Enfidha
Airports. The concession fee is computed at an increasing rate between 11% and 26% of the annual revenues. Based on the negotiations
with OACA, the concession fee payable for 2011 is reduced by EUR 4,645, the concession fee payable for 2012 is reduced by at least EUR
5,192, the concession fee payable for 2013 is reduced by at least EUR 5,788 and the concession fee payable for 2014 is reduced by at least
EUR 6,428 and concession fee payables for 2011, 2012, 2013 and 2014 are deferred.
As per the new amendment signed with the Ministry of Public Domain and Real Estate Affairs of Republic of Tunisia, concession payable for
Enfidha International Airport for 2010, as due on 31 January 2013 is reduced by 65% and payment is delayed to 31 July 2015. This reduction
of EUR 3,888 is deducted from the concession rent expense and concession rent payable as of and for the year ended 31 December 2012.
(***)
The concession fee of TAV Macedonia is 15% of the gross annual turnover until the number of passengers using the two airports reaches
to 1 million, and when the number of passengers exceeds 1 million, this percentage shall change between 4% and 2% depending on the
number of passengers.
(****)
The Group has reassessed the accounting treatment regarding the concession agreement which was executed between TAV Ege and
DHM on 16 December 2011 for taking-over the operation of the domestic terminal of zmir Adnan Menderes Airport until 31 December
2032 and renting the international terminal on January 2015 and operating it until 31 December 2032. Accordingly, airport operation right
balance as relating to Domestic Terminal of zmir Adnan Menderes International Airport as of 31 December 2013 has been increased by
EUR 104,772 and concession payable relating to the same contract has been increased by EUR 104,772 (short-term EUR 8,691, long-term
EUR 96,081).
(*)
(**)
200
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
Utility cost
Maintenance expenditures
VAT non-recoverable
Insurance expense
Cleaning expense
Consultancy expense
Traveling and transportation expenses
Rent expense
Advertisement and marketing expenses
Taxes
Communication and stationary expenses
Representation expenses
Security cost
Commission and license expense
Provision expenses
IT license expenses
Other operating expenses
Total other operating expenses
2014
17,717
13,591
13,448
12,026
10,652
10,008
5,807
5,632
4,598
3,933
3,139
3,084
2,728
2,125
966
582
12,210
122,246
2013
17,427
12,528
14,181
11,041
9,951
9,524
4,644
5,326
5,408
3,453
3,239
2,145
1,711
1,554
946
960
7,833
111,871
2014
43,564
26,201
4,317
74,082
2013
40,044
24,361
4,285
68,690
201
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
2013
17,530
14,580
127
32,237
(89,881)
(1,642)
(6,722)
(98,245)
(81,232)
(32,235)
(977)
(5,796)
(120,240)
(54,700)
(88,003)
Discount income includes the net amount of unwinding of discount on guaranteed passenger fee receivables from DHM (concession
receivables) and concession payables amounting to EUR 16,973 (31 December 2013: EUR 17,495).
(**)
Other finance costs include bank charges and consultancy expenses charged in accordance with the requirements of project financing
facilities.
(*)
202
2014
(19,807)
3,742
(7,484)
2013
42,466
(6,951)
(12,697)
(23,549)
22,818
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
2014
2013
61,368
(235)
61,133
39,766
(20)
39,746
(2,007)
(3,651)
(3,037)
(8,695)
52,438
11,728
(4,430)
8,295
15,593
55,339
2013
Net of
tax
Net of
tax
3,742
3,742
(6,951)
(6,951)
(19,807)
-
(7,484)
-
(27,291)
-
42,466
68
(12,697)
-
29,769
68
(1,081)
216
(865)
(31)
(25)
(947)
(18,093)
418
(6,850)
(529)
(24,943)
(6,976)
28,576
16
(12,675)
(6,960)
15,901
203
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
2014
213,694
52,438
266,132
2013
132,659
55,339
187,998
20
53,226
20
37,600
2,294
2,417
(2)
(4,161)
6,187
(1)
-
(3,651)
(1,011)
(162)
37
(2)
1
3
(4,430)
(23)
1,262
5,849
5,718
10,809
(1)
-
(3,642)
(235)
(1)
-
(2,443)
(20)
5
(3)
(1)
20
13,208
(7,010)
(2,173)
52,438
2
(4)
1
29
3,239
(6,785)
1,677
55,339
204
2014
61,368
(235)
10,391
(55,215)
16,309
2013
39,766
(20)
7,805
(37,160)
10,391
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
Turkey
The Turkish entities within the Group are subject to Turkish corporate taxes. Provision is made in the accompanying
consolidated financial statements for the estimated charge based on the each of the Group entities results for the
period.
Corporate tax is applied on taxable corporate income, which is calculated from the statutory accounting profit by adding
back non-deductible expenses, and by deducting dividends received from resident companies, other exempt income and
investment incentives utilised.
In Turkey, advance tax returns are filed on a quarterly basis. The advance corporate income tax rate at 31 December
2014 is 20% (31 December 2013: 20%). Losses can be carried forward for offsetting against future taxable income for
up to 5 years. Losses cannot be carried back.
In Turkey, there is no procedure for a final and definitive agreement on tax assessments. Companies file their tax
returns between 1-25 April following the close of the accounting year to which they relate. Tax authorities may, however,
examine such returns and the underlying accounting records and may revise assessments within five years.
Georgia
Georgian corporate income tax is levied at a rate of 15% on income less deductible expenses.
Tunisia
Tunisian corporate income tax is levied at a rate of 25% on income less deductible expenses (31 December 2013: 30%).
The corporate income tax is reduced to 25% effective from
1 January 2014.
Macedonia
Macedonian corporate income tax is levied at a rate of 10% on income less deductible expenses as from 2014 onwards
(including determination of 2014 CIT). Losses can be carried forward for 3 years.
Latvia
Latvian corporate income is levied at a rate of 15% on income less deductible expenses.
Investment allowance:
The Temporary Article 69 added to the Income Tax Law no.193 with the Law no.5479, which became effective starting
from 1 January 2006, upon being promulgated in the Official Gazette no. 26133 dated 8 April 2006, stating that
taxpayers can deduct the amount of the investment allowance exemption which they are entitled to according to
legislative provisions effective at 31 December 2005 (including rulings on the tax rate) only from the taxable income of
2006, 2007 and 2008. Accordingly, the investment incentive allowance practice was ended as of 1 January 2006. At this
perspective, an investment allowance which cannot be deducted partially or fully in three years time was not allowed
to be carried forward to the following years and became unavailable as of 31 December 2008. On the other hand, the
Article 19 of the Income Tax Law was annulled and the investment allowance practice was ended as of 1 January 2006
with effectiveness of the Article 2 and the Article 15 of the Law no. 5479 and the investment allowance rights on the
investment expenditures incurred during the period of 1 January 2006 and 8 April 2006 became unavailable.
205
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
However, at 15 October 2009, the Turkish Constitutional Court decided to cancel the clause no. 2 of the Article 15 of the
Law no. 5479 and the expressions of 2006, 2007, 2008 in the Temporary Article 69 related to investment allowance
mentioned above that enables effectiveness of the Law as of 1 January 2006 rather than 8 April 2006, since it is against
the Constitution. Accordingly, the time limitations for the carried forward investment allowances that were entitled
to in the previous period of mentioned date and the limitations related with the investments expenditures incurred
between the issuance date of the Law promulgated and 1 January 2006 were eliminated. According to the decision of
Turkish Constitutional Court, cancellation related with the investment allowance became effective with promulgation of
the decision on the Official Gazette and the decision of the Turkish Constitutional Court was promulgated in the Official
Gazette no. 27456 dated 8 January 2010.
According to the decision mentioned above, the investment allowances carried forward to the year 2006 due to the lack
of taxable income and the investment allowances earned through the investments started before 1 January 2006 and
continued after that date constituting economic and technical integrity will be used not only in 2006, 2007 and 2008,
but also in the following years. In addition, 40% of investment expenditures that are realized between 1 January 2006
and 8 April 2006, within the context of the Article 19 of the Income Tax Law will have the right for investment allowance
exemption.
The Article 5 of the Law no. 6009 Law on the Amendment of the Income Tax Law and Certain Laws and Decree Laws
which was promulgated in the Official Gazette on 1 August 2010 regulated the amount of investment incentive to be
benefited in computing the corporate tax base after the cancellation of the Article no.2 of the Law no. 5479. According
to the Law no. 6009, the taxpayers were allowed to benefit from the investment incentive stemming from the periods
before the promulgation of the Law no. 5479, up to 25% of the taxable income of the respective tax period. Such change
is effective including the fiscal year ending on 31 December 2011.
However, on 9 February 2012, the Turkish Constitutional Court decided to cancel the Article 5 of the Law no. 6009 and
stay of execution of the article was promulgated in the Official Gazette no. 28208 dated 18 February 2012. Accordingly,
taxpayers are allowed to benefit from the investment incentive without any limitation. The annulment of the article was
promulgated in the Official Gazette no. 28719 dated 26 July 2013.
Income withholding tax:
According to Corporate Tax Law code numbered 5520 article 15, companies who are resident in Turkey, should calculate
15% income withholding tax on dividends distributed to non-resident companies, individuals and resident individuals.
Where there is a tax treaty between Turkey and the country of the dividend recipient is a resident taxpayer, the
applicable rate might be less than the local rate. Undistributed dividends incorporated in share capital are not subject to
income withholding taxes.
Transfer pricing regulations:
In Turkey, the transfer pricing provisions have been stated under the Article 13 of Corporate Tax Law with the heading of
disguised profit distribution via transfer pricing. The General Communiqu on disguised profit distribution via Transfer
Pricing, dated 18 November 2007 sets details about implementation.
If a taxpayer enters into transactions regarding sale or purchase of goods and services with related parties, where the
prices are not set in accordance with arms length principle, then related profits are considered to be distributed in a
disguised manner through transfer pricing. Such disguised profit distributions through transfer pricing are not accepted
as tax deductible for corporate income tax purposes.
206
207
(**)
(*)
262
6
5
273
393
7,595
(14)
261
(682)
7,202
7,202
Buildings
275
Land
7,884
(114)
4,779
(5,275)
86
74,094
74,618
(590)
3,044
(2,055)
74,619
Machinery and
equipment
74,220
313
8,608
(4,373)
32,100
27,552
(857)
1,098
(203)
27,552
Vehicles
27,514
There is no capitalised borrowing cost on property and equipment during 2014 (31 December 2013: None).
Transfer amounting to EUR 394 comprises transfer to intangible assets as at 31 December 2014 (31 December 2013: EUR 19).
Cost
Balance at 1 January 2013
Effect of movements in exchange
rates
Additions (*)
Disposals
Transfers (**)
Balance at 31 December 2013
207
6,514
(470)
662
36,194
29,281
(2,492)
4,302
(371)
152
29,281
Furniture and
fixtures
27,690
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
738
14,024
(3,571)
23,831
189,345
154,323
(2,628)
4,918
(202)
13,664
154,323
339
20,886
(1,740)
(24,973)
8,727
14,215
(2,957)
17,571
(20)
(13,835)
14,215
Leaseholds Construction in
improvements
progress
138,571
13,456
1,882
54,816
(15,429)
(394)
348,328
307,453
(10,220)
30,933
(2,851)
(19)
307,453
Total
289,610
208
7,202
7,595
At 31 December 2013
At 31 December 2014
Carrying amounts
Accumulated depreciation
Balance at 1 January 2013
Effect of movements in exchange rates
Depreciation for the year
Disposals
Balance at 31 December 2013
Land
90
100
161
6
16
183
148
(9)
22
161
Buildings
20,036
21,248
53,371
116
2,800
(2,229)
54,058
51,720
(461)
2,887
(775)
53,371
Machinery and
equipment
15,304
9,347
18,205
246
2,102
(3,757)
16,796
16,835
(438)
1,920
(112)
18,205
Vehicles
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
13,544
10,284
18,997
455
3,464
(266)
22,650
17,996
(1,701)
2,946
(244)
18,997
114,599
94,471
59,852
331
17,819
(3,256)
74,746
44,607
(1,159)
16,586
(182)
59,852
8,727
14,215
Furniture and
Leaseholds Construction in
fixtures improvements
progress
179,895
156,867
150,586
1,154
26,201
(9,508)
168,433
131,306
(3,768)
24,361
(1,313)
150,586
Total
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
Internally
generated
software
Customer
relationships
DHM
license
Total
Cost
Balance at 1 January 2013
Effect of movements in exchange rates
Additions
Transfers from construction in progress (*)
Balance at 31 December 2013
14,904
(532)
1,202
19
15,593
4,149
4,149
25,650
25,650
5,324
5,324
50,027
(532)
1,202
19
50,716
15,593
112
2,064
(2,287)
394
15,876
4,149
4,149
25,650
25,650
5,324
5,324
50,716
112
2,064
(2,287)
394
50,999
Accumulated amortisation
Balance at 1 January 2013
Effect of movements in exchange rates
Amortisation for the year
Balance at 31 December 2013
11,182
(435)
1,534
12,281
1,631
293
1,924
14,305
2,458
16,763
27,118
(435)
4,285
30,968
12,281
95
1,635
(2,222)
11,789
1,924
224
2,148
16,763
2,458
19,221
30,968
95
4,317
(2,222)
33,158
Carrying amounts
At 31 December 2013
3,312
2,225
8,887
5,324
19,748
At 31 December 2014
4,087
2,001
6,429
5,324
17,841
Transfers amounting to EUR 394 are related with construction in progress as of 31 December 2014
(31 December 2013: EUR 19).
(*)
209
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
DHM licenses acquired through the purchase of HAVA shares in years 2005 and 2007 were recognised with indefinite
useful lives since there is no foreseeable limit to the period over which they are expected to generate net cash inflows.
The useful life of DHM license associated with the acquisition of HAVA was deemed indefinite since;
without these licenses ground handling companies could not operate,
it is difficult to obtain the licence, which requires high pre-operational costs and procurement of workforce and
equipment required to deliver ground handling services
the continuity of the license requires low annual payments compared to initial license cost.
The replacement cost method was used in order to determine the fair value of the DHMI licences for impairment testing.
As a result of the impairment testing no impairment was recognized.
Goodwill
An analysis of goodwill as at 31 December 2014 and 2013 is as follows:
Balance at 1 January
Goodwill impairment
Balance at the end of the year
31 December 2014
136,149
(318)
135,831
31 December 2013
136,149
136,149
Goodwill is related with the CGUs HAVA, HAVA Europe and TAV Tbilisi as at 31 December 2014 and 2013.
Impairment testing for CGUs
For the purpose of impairment testing, goodwill is allocated to CGUs. The aggregate carrying amounts of goodwill
allocated to each CGU are as follows:
HAVA
TAV Tbilisi
HAVA Europe
31 December 2014
131,565
3,858
408
135,831
31 December 2013
131,565
3,858
726
136,149
A valuation for the fair values of HAVA, TAV Tbilisi and HAVA Europe as three separate CGUs was performed by an
independent valuation expert. The income and market approaches were used to determine the fair values of HAVA, TAV
Tbilisi and HAVA Europe. In the analysis, income approach (discounted cash flow method) was mostly used, with lower
weightings applied to the value of HAVA, TAV Tbilisi and HAVA Europe resulting from the Guideline Transaction and
Company methods.
210
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
25-year business plan prepared by the management for HAVA and 13-year business plan prepared by the
management for TAV Tbilisi were used in the valuation of companies. The growth in business plan of HAVA and TAV
Tbilisi is driven by the opportunities in companies businesses and addition of new customers.
As a result of the impairment testing performed on CGU basis, no impairment loss was recognised for HAVA and TAV
Tbilisi and EUR 318 impairment loss was recognized for HAVA Europe as at 31 December 2014.
Key assumptions used in discounted cash flow projections
Key assumptions used in calculation of recoverable amounts are discount rates and terminal growth rates. These
assumptions are as follows:
HAVA
TAV Tbilisi
HAVA Europe
Discount rate
The discount rates used in discounted cash flows are the weighted average cost of capitals (WACC) of the companies.
Terminal growth rate for HAVA is determined as 2.0% and HAVA Europe as 2.5%. Since TAV Tbilisi has a limited life,
terminal growth rate is not used in the valuation.
Market Approach
The Guideline Transaction Method utilises valuation multiples based on actual transactions that have occurred in the
subject companys industry. These derived multiples are then applied to the appropriate operating data of the subject
company to arrive at an indication of fair market value. Guideline Company Method focuses on comparing the subject
company to guideline publicly-traded companies.
211
212
111,500
(111,500)
-
Ankara
Esenboa
International
Airport
80,469
80,469
80,469
80,469
80,469
82,397
4,492
86,889
90,198
90,198
(7,801)
82,397
515,959
515,959
515,959
515,959
515,959
International
Terminal of
zmir Adnan
Menderes
Tbilisi
Enfidha
International International International
Airport
Airport
Airport
21,768
7,155
28,923
21,768
21,768
21,768
86,736
86,736
86,736
86,736
86,736
359,294
36,176
395,470
38,549
110,388
148,937
210,357
359,294
Domestic
Terminal of
zmir Adnan
Antalya
Skopje
Menderes
Gazipaa International International
Airport
Airport
Airport
118,051
118,051
MilasBodrum
Airport
1,146,623
4,492
161,382
1,312,497
945,179
(1,112)
944,067
(7,801)
210,357
1,146,623
Total
(*)
Borrowing costs amounting to EUR 4,278 are capitalised on airport operation right in 2014 (31 December 2013: EUR 8,836). The capitalisation rate used to determine the amount of borrowing costs eligible
for capitalisation is 100%.
Cost
Balance at 1 January 2013 as previously
reported
Changes in accounting policies (Note 2(e))
Balance at 1 January 2013 as restated
Effect of movements in exchange rates
Additions (*)
Balance at 31 December 2013
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
213
Carrying amounts
At 31 December 2013
At 31 December 2014
41,697
(41,697)
-
Accumulated amortisation
Balance at 1 January 2013 as previously
reported
Changes in accounting policies (Note 2(e))
Balance at 1 January 2013 as restated
Effect of movements in exchange rates
Amortisation for the year
Balance at 31 December 2013
Ankara
Esenboa
International
Airport
9,545
241
70,924
9,304
80,228
61,165
61,165
9,759
70,924
51,070
49,257
31,327
2,305
4,000
37,632
29,992
29,992
(2,912)
4,247
31,327
462,834
448,966
53,125
13,868
66,993
39,402
39,402
13,723
53,125
International
Terminal of
zmir Adnan
Menderes
Tbilisi
Enfidha
International International International
Airport
Airport
Airport
18,652
24,774
3,116
1,033
4,149
2,199
2,199
917
3,116
75,744
71,059
10,992
4,685
15,677
6,309
6,309
4,683
10,992
353,679
380,214
5,615
9,641
15,256
2,654
2,654
2,961
5,615
Domestic
Terminal of
zmir Adnan
Antalya
Skopje
Menderes
Gazipaa International International
Airport
Airport
Airport
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
117,021
1,030
1,030
MilasBodrum
Airaport
971,524
1,091,532
175,099
2,305
43,561
220,965
180,764
(39,043)
141,721
(2,912)
36,290
175,099
Total
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
Ownership %
Unlisted entities
TAV Havaclk A.. (TAV Havaclk)
1.00
31 December
2014
31 December
2013
16
16
24
24
31 December 2014
Balance at 31 December 2013
Concession and rent payments
Current year rent expense TAV stanbul
Balance at 31 December 2014
Represented as current prepaid concession and rent
expense
Represented as non-current prepaid concession and rent
expense
31 December 2013
Balance at 31 December 2012 as previously reported
Changes in accounting policies (Note 2(e))
Balance at 31 December 2012 as restated
Concession and rent payments
Current year rent expense TAV stanbul
Balance at 31 December 2013
Represented as current prepaid concession and rent
expense
Represented as non-current prepaid concession and rent
expense
214
Concession and
rent
129,924
102,797
(126,124)
106,597
Prepaid
development
expenditures
21,590
(3,078)
18,512
Total
151,514
102,797
(129,202)
125,109
106,597
3,078
109,675
15,434
15,434
Concession and
rent
170,078
(21,785)
148,293
107,458
(125,827)
129,924
Prepaid
development
expenditures
24,669
24,669
(3,079)
21,590
Total
194,747
(21,785)
172,962
107,458
(128,906)
151,514
126,123
3,079
129,202
3,801
18,511
22,312
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
Rent:
The total rent associated with the rent agreement of TAV stanbul is USD 2,543,000 plus VAT (equivalent to EUR
1,848,297 as at 31 December 2013). TAV stanbul paid in advance 23% of the total amount plus VAT as required by the
Rent Agreement. A payment representing 5.5% of the total rent amount will be made within the first five workdays of
each rental year following the first rental year. Below is the payment schedule per the Rent Agreement, excluding VAT,
as at 31 December 2014:
Year
2015
2016
2017
2018
After 2019 to 2020
Amount
(US Dollar)
139,865
139,865
139,865
139,865
279,730
839,190
Amount
(Euro)
114,983
114,983
114,983
114,983
229,966
689,898
215
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
216
830
1,452
(11,421)
(14,765)
(10,591)
(13,313)
77
(1,029)
(5,582)
(952)
(5,582)
37
18,267
4,122
78
26,011
10,598
(125)
(1,118)
(2,723)
(72)
(72)
(2,858)
(88)
17,149
1,399
6
25,939
7,740
2,742
1,250
17,542
37,690
3,668
2,248
1,003
14,505
34,039
2,008
(272)
2,742
1,250
17,542
37,690
3,668
2,248
1,003
14,505
34,039
1,736
86,225
(13,100)
91,942
(19,735)
(16,416)
13,100
(23,621)
19,735
69,809
-
68,321
-
73,125
72,207
(3,316)
(3,886)
69,809
68,321
217
(2,420)
(5,150)
1,787
39,016
5,122
2,759
1,049
22,800
29,609
2,203
96,775
Balance at
1 January
2013
(10,719)
(432)
(1,781)
(380)
2,618
(521)
(46)
(8,295)
4,430
(467)
(15,593)
(12,697)
10
(12,687)
Recognised
in other
Recognised in comprehensive
profit or loss
income
(174)
(174)
Effect of
changes
in foreign
exchange rate
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
(13,313)
(5,582)
6
25,939
7,740
2,248
1,003
14,505
34,039
1,736
68,321
Balance at
31 December
2013
2,649
4,630
(94)
(1,306)
(6,341)
290
247
3,037
3,651
1,932
8,695
(7,484)
204
(7,280)
Recognisedin
other
Recognised in comprehensive
profit or loss
income
73
73
Effect of
changes
in foreign
exchange rate
(10,591)
(952)
(88)
17,149
1,399
2,742
1,250
17,542
37,690
3,668
69,809
Balance at
31 December
2014
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
At the reporting date, the Group has unused tax losses of EUR 388,679 (31 December 2013: EUR 310,630) available for
offset against future profits. Tax losses can be carried forward for five years under the current tax legislation. Deferred
tax asset amounting to EUR 17,542 related with the unused tax losses (31 December 2013: EUR 14,505) is recognised
as at 31 December 2014, since it is assessed as probable that sufficient future taxable profits will be available, through
increase in passenger numbers and improved operational performance in the following years, against which the
unused tax losses amounting to EUR 71,571 can be utilised before they expire. Total tax loss carry forwards will expire
as follows:
31 December 2014
28,154
13,407
33,788
313,330
388,679
31 December 2013
63,189
7,460
9,856
35,290
194,835
310,630
Recognized tax loss carry forwards amounting to EUR 66,200 (31 December 2013: EUR 54,301) arise from TAV Tunisias
losses, and can be carried forward without any time restriction.
As per the annulment decision of the Turkish Constitutional Court (see Note 14) in 2012, TAV Esenboa and TAV
zmir, consolidated subsidiaries of the Group, are subject to investment allowance ruling and can use their available
allowances to reduce their taxable corporate income without any time limitations. Accordingly, deferred tax asset
amounting to EUR 37,690 (31 December 2013: EUR 34,039) on such investment allowance of TAV Esenboa and TAV
zmir is recorded in the accompanying consolidated financial statements as at 31 December 2014 since it is assessed
as probable that TAV Esenboa and TAV zmir will use their right of deducting investment allowances from their
corporate income after deducting carry forward tax losses to the extent that sufficient future taxable profits will be
available till the end of their concession periods.
Unrecognised deferred tax assets and liabilities
Unrecognised deferred tax assets as at 31 December 2014 and 2013 are as follows:
31 December 2014
68,639
68,639
31 December 2013
58,965
58,965
The tax incentives do not expire under current tax legislation. Deferred tax assets have not been recognised in respect of
the investment incentives and tax loss carry forwards where it is not probable that future taxable profit will be available
against which the Group can utilise the benefits there from till the end of concession periods.
As at 31 December 2014, a deferred tax liability of EUR 46,481 (31 December 2013: EUR 51,212) related to investments
in subsidiaries and joint ventures was not recognised since it is not assessed as probable that the temporary difference
will reverse in the foreseeable future.
218
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
21. INVENTORIES
At 31 December 2014 and 2013, inventories comprised the following:
31 December 2014
5,804
4,234
10,038
31 December 2013
5,909
1,642
7,551
31 December 2014
174,280
7,740
4,623
2,052
1,805
1,560
204
5,739
198,003
31 December 2013
43,358
3,802
2,800
1,410
1,618
5,381
5,056
2,732
66,157
(*)
At 31 December 2014 advances to suppliers comprise of the advances payments to DHM by TAV Ege (EUR 61,915) and by TAV Milas
Bodrum (EUR 107,550) related with concession agreements.
31 December 2014
91,236
17,662
11,187
(11,187)
1,083
109,981
31 December 2013
55,734
25,558
9,603
(9,603)
375
81,667
107,273
107,273
113,388
113,388
Allowance for doubtful receivables has been determined by reference to past default experience.
Pledges on trade receivables are disclosed in Note 28 and 37.
Guaranteed passenger fee receivable represents the remaining discounted guaranteed passenger fee to be received from DHM
according to the agreements made for the operations of Ankara Esenboa Airport and zmir Adnan Menderes Airport as a result of IFRIC 12
application.
(*)
(**)
219
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
Cash on hand
Cash at banks
- Demand deposits
- Time deposits
Other liquid assets
Cash and cash equivalents
Bank overdrafts used for cash management purposes
Cash and cash equivalents in the statement of cash flows
31 December
2014
766
31 December
2013
577
19,122
36,547
1,146
57,581
(2,319)
55,262
41,812
54,654
779
97,822
(1,610)
96,212
The details of the Groups time deposits, maturities and interest rates as at 31 December 2014 and 2013 are as follows:
31 December 2014
Original Currency
EUR
USD
TRL
Maturity
January 2015
February 2015
January 2015
Interest rate %
0.05 - 2.30
0.15 - 2.80
7.50 - 9.75
Balance
21,063
12,479
3,005
36,547
31 December 2013
Original Currency
TRL
USD
EUR
Maturity
January - February 2014
January 2014
January 2014
Interest rate %
0.20 - 3.70
6.50 - 9.60
0.35 - 1.00
Balance
45,719
6,473
2,462
54,654
The Groups exposure to interest rate risk and a sensitivity analysis for financial assets and liabilities are disclosed in
Note 36.
There is no blockage or restriction on the use of cash and cash equivalents as at 31 December 2014 and 2013.
220
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
31 December 2014
380,997
10,883
391,880
31 December 2013
370,681
11,258
381,939
(*)
Certain subsidiaries, namely TAV stanbul, TAV Esenboa, TAV Tunisia, TAV Macedonia and TAV Ege and (the Borrowers) opened Project
Accounts designated mainly in order to reserve required amount of debt services, lease payment to DHM based on agreements with their
lenders. As a result of pledges regarding the project bank loans as explained in Note 28, all cash except for cash on hand are classified in
these accounts for TAV stanbul, TAV Esenboa, TAV Tunisia, TAV Ege and TAV Macedonia. Based on these agreements, the Group can access
and use such restricted cash as per the conditions and cascade defined in respective loan agreements. The project accounts should be used
for predetermined purposes, such as, operational expenses, loan repayments or rent payments to airport administrations, tax payments,
debt service, etc.
(**)
Cash collaterals include the time deposit provided by HAVA as guarantee for its bank loan.
31 December 2014
Original Currency
EUR
USD
TRL
Other
Interest rate %
0.05 - 2.00
0.25 - 2.25
7.50 - 10.30
Balance
229,656
149,008
13,175
41
391,880
31 December 2013
Original Currency
EUR
USD
TRL
Other
Interest rate %
0.20-2.85
0.35-2.75
5.50-9.30
Balance
165,873
113,994
102,049
23
381,939
221
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
(%)
38.00
8.12
8.06
2.03
3.52
40.27
100.00
31 December 2014
138,047
29,495
29,274
7,379
12,775
146,311
363,281
128,791
33,593
162,384
(%)
38.00
8.12
8.06
2.03
3.52
40.27
100.00
31 December 2013
138,047
29,495
29,274
7,379
12,775
146,311
363,281
132,179
30,205
162,384
(*)
The purchase agreement of 38% of the Companys shares by Tank WA alpha GmbH which is a wholly owned subsidiary of Aroports de
Paris had been signed on 16 May 2012.
The Companys share capital consists of 363,281,250 shares amounting to TRL 363,281 as at 31 December 2014 (31
December 2013: 363,281,250 shares amounting to TRL 363,281).
Legal reserves
According to the Turkish Commercial Code (TCC), legal reserves are comprised of first and second legal reserves.
The first legal reserves are generated by annual appropriations amounting to 5 percent of income disclosed in the
Companys statutory accounts until it reaches 20 percent of paid-in share capital. If the dividend distribution is made
in accordance with Dividend Distribution Communiqu II-19.1, a further 1/10 of dividend distributions, in excess of 5
percent of paid-in capital is to be appropriated to increase second legal reserves. If the dividend distribution is made in
accordance with statutory records, a further 1/11 of dividend distributions, in excess of 5 percent of paid-in capitals are
to be appropriated to increase second legal reserves. Under the TCC, the legal reserves can be used only to offset losses
and are not available for any other usage unless they exceed 50 percent of paid-in capital. At 31 December 2014, legal
reserves of the Group amounted to EUR 85,528 (31 December 2013: EUR 78,416).
222
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
Non-controlling interests
Equity in a subsidiary that is not attributable, directly or indirectly, to a parent is classified under the Non-controlling
interests in the consolidated financial statements.
As at 31 December 2014 and 2013 the related amounts in the Non-controlling interests in the consolidated statement
of financial position are respectively EUR 17,173 and EUR 32,431. In addition, net profit or loss in a subsidiary that is not
attributable, directly or indirectly, to a parent is also classified under the Non-controlling interests in the consolidated
financial statements. As at 31 December 2014 and 2013, profit amounts attributable to non-controlling interests in the
consolidated statement of comprehensive loss and income are respectively EUR 11,144 and EUR 1,387.
Dividend distribution
Publicly held companies distribute dividends based on the Capital Market Board (CMB) Dividend Communique
numbered II-19.1 effective from 1 February 2014.
Companies distribute their profits in accordance with their dividend policy determined by the General Assembly
and with General Assembly resolution in accordance with provisions of the relevant legislation. According to the
aforementioned communique, 50% distribution rate has been determined. Companies pay dividends according to their
articles of association or dividend distribution policy. In addition, dividends may be paid in equal or different amount of
installments, and cash dividend advances may be distributed over profit for the period presented in interim financial
statements.
In 2014 the Company distributed dividends to the shareholders amounting to EUR 65,209 (TRL 199,009) from the
Companys distributable profits computed for 2013. Dividends per share is full EUR 0.18 (full TRL 0.55).
The Board of Directors of the Company has decided to distribute dividend amounting to TRL 306,053 (equivalent to
EUR 109,192) in cash from the profit for the year 2014 with the decision numbered 2015/4 as of 19 February 2015. The
decision will be presented to the General Assembly for the approval. Dividend per share will be full EUR 0.30 (full TRL
0.84).
Share premium
Excess amount of selling price and nominal value for each share was recorded as share premium in equity.
Revaluation surplus
The revaluation surplus comprises the revaluation of intangible assets acquired in a business combination until the
investments are derecognised or impaired.
Purchase of shares of entities under common control
The purchases of the shares of entities that are under common control are accounted for at book values. The net
amount of consideration paid over the book value of the net assets acquired is recognised directly in equity.
Cash flow hedge reserve
The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging
instruments related to hedged transactions that have not yet occurred, net of tax.
223
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
Translation reserve
The translation reserve comprises all foreign currency differences arising from the translation of the financial
statements of foreign operations.
Other reserves
Other reserve comprises all gain or loss realized on sale or purchase of non-controlling interest without a change in
control in a subsidiary.
In 2012, TAV Holding acquired 35% of HAVAs shares from Private Equity and HSBC Principal Investments in return
for EUR 80,000. As a result, TAV Holdings share in HAVA increased to 100% and HAVA is fully consolidated without
any non-controlling interest ownership. The effect of this transaction is recognised as an equity transaction as other
reserves in the consolidated financial statements.
27. EARNINGS PER SHARE
The calculation of basic and diluted EPS at 31 December 2014 was based on the profit attributable to ordinary
shareholders of EUR 218,383 (31 December 2013: EUR 132,894) and a weighted average number of ordinary shares
outstanding of 363,281,250 (31 December 2013: 363,281,250), as follows:
Numerator:
Profit for the year attributable to owners of the Company
Denominator:
Weighted average number of shares
Basic and diluted profit per share (full EUR)
224
2014
2013
218,383
132,894
363,281,250
363,281,250
0.60
0.37
2014
2013
363,281,250
363,281,250
363,281,250
363,281,250
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
31 December 2014
31 December 2013
929,653
246,022
2,473
1,178,148
965,845
99,542
2,957
1,068,344
148,893
19,576
12,795
19,711
1,473
202,448
123,401
135,885
16,344
5,730
2,045
283,405
Non-current liabilities
Secured bank loans (*)
Unsecured bank loans
Finance lease liabilities
Current liabilities
Current portion of long term secured bank loans (*)
Short term unsecured bank loans
Short term secured bank loans
Current portion of long term unsecured bank loans
Current portion of long term finance lease liabilities
(*)
Secured bank loans mainly consist of project finance loans that have been secured by pledges.
The Groups total bank loans and finance lease liabilities as at 31 December 2014 and 2013 are as follows:
31 December 2014
1,376,650
3,946
1,380,596
31 December 2013
1,346,747
5,002
1,351,749
Presented as
Current
liabilities Non-current liabilities
30,768
316,422
38,178
244,593
67,327
177,791
14,088
224,911
14,571
83,430
8,615
53,481
13,672
40,910
12,646
32,707
1,110
1,430
200,975
1,175,675
Total
347,190
282,771
245,118
238,999
98,001
62,096
54,582
45,353
2,540
1,376,650
Bank loans
Finance lease liabilities
The Groups bank loans as at 31 December 2014 are as follows:
TAV Tunisia
TAV Holding
TAV stanbul
TAV Ege
TAV Esenboa
TAV Macedonia
HAVA
TAV Gazipaa
Others
225
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
TAV stanbul
TAV Ege
TAV Esenboa
TAV Holding
TAV Tunisia
HAVA
TAV Macedonia
TAV Gazipaa
Others
Presented as
Current
liabilities Non-current liabilities
59,659
238,309
10,697
181,935
13,007
95,356
141,153
98,651
20,295
330,911
19,110
42,956
5,912
58,434
10,925
12,924
602
5,911
281,360
1,065,387
Total
297,968
192,632
108,363
239,804
351,206
62,066
64,346
23,849
6,513
1,346,747
Redemption schedules of the Groups bank loans according to original maturities as at 31 December 2014 and 2013 are
as follows:
31 December 2014
200,975
263,244
315,497
114,675
70,659
411,600
1,376,650
31 December 2013
281,360
161,053
217,362
158,723
111,687
416,562
1,346,747
The majority of the borrowings are arranged at floating rates, thus exposing the Group to cash flow interest rate risk.
Spreads for EUR denominated loans as at 31 December 2014 are between 1.54% - 5.75% (31 December 2013: Spreads
for EUR and USD denominated loans are between 1.54% - 5.75% and 4.50%, respectively).
Interest payments of 100%, 100%, 50%, 80%, 83% and 99% of floating bank loans for TAV stanbul, TAV Esenboa,
HAVA, TAV Macedonia, TAV Tunisia and TAV Ege respectively are fixed with interest rate swaps as explained in Note 34.
The Group has obtained project financing loans to finance construction of its BOT and BTO concession projects, namely
TAV Esenboa, TAV Tbilisi, TAV Macedonia, TAV Tunisia and TAV Ege; and to be able to finance advance payments to DHM
related to rent agreement of TAV stanbul.
Details of the loans are summarised for each project below:
226
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
TAV Tunisia
The breakdown of bank loans as at 31 December 2014 is as follows:
Original
Currency Year of Maturity
EUR
2028
EUR
2022
EUR
2028
EUR
2028
Nominal Interest
Rate
Euribor + 2.28%
Euribor + 1.90%
Euribor + 1.54%
Euribor + 4.75%
Face
Value Carrying Amount
157,893
156,295
97,062
96,252
65,660
64,996
29,950
29,647
350,565
347,190
Original
Currency Year of Maturity
EUR
2028
EUR
2022
EUR
2028
EUR
2028
Nominal Interest
Rate
Euribor + 2.28%
Euribor + 1.90%
Euribor + 1.54%
Euribor + 4.75%
Face
Value Carrying Amount
159,576
157,863
98,991
98,066
66,360
65,648
29,950
29,629
354,877
351,206
Redemption schedules of bank loans of TAV Tunisia as at 31 December 2014 and 2013 are as follows:
31 December 2014
30,768
26,848
27,430
29,596
29,639
202,909
347,190
31 December 2013
20,295
24,233
27,680
28,518
30,373
220,107
351,206
227
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
TAV stanbul
The breakdown of bank loans as at 31 December 2014 is as follows:
Original
Currency Year of Maturity
EUR
2018
Nominal Interest
Rate
Euribor + 2.65%
Face
Value Carrying Amount
246,300
245,118
246,300
245,118
Original
Currency Year of Maturity
EUR
2018
Nominal Interest
Rate
Euribor + 2.65%
Face
Value Carrying Amount
299,100
297,968
299,100
297,968
TAV stanbul has bank loan in the amount of EUR 245,118 (31 December 2013: EUR 297,968) under the facility
agreement. The terms of the loan require semi-annual principal and interest payments on 4 July and 4 January of each
year according to the loan agreements.
(*)
Interest rate is Euribor + 2.65% between the period of 4 January 2016 and Euribor + 2.75% between the period of 4 January 2016 and 4
July 2018.
Redemption schedules of bank loans of TAV stanbul according to the original maturities as at 31 December 2014 and
2013 are as follows:
31 December 2014
67,327
69,783
66,383
41,625
245,118
31 December 2013
59,659
65,556
68,172
64,543
40,038
297,968
TAV Holding
The breakdown of bank loans as at 31 December 2014 is as follows:
228
Original
Currency Year of Maturity
EUR
2016 - 2017
TRL
2015 - 2016
Nominal Interest
Rate
3.20%-5.00%
11.00%-11.70%
Face
Value Carrying Amount
230,000
231,447
47,860
51,324
277,860
282,771
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
Original
Currency Year of Maturity
EUR
2014 - 2017
TRL
2015
Nominal Interest
Rate
3.20% - 6.00%
11.00%
Face
Value Carrying Amount
213,500
221,000
18,730
18,804
232,230
239,804
Redemption schedules of TAV Holding bank loans as at 31 December 2014 and 2013 are as follows:
31 December 2014
38,178
93,457
151,136
282,771
31 December 2013
141,153
24,671
56,435
17,545
239,804
TAV Ege
The breakdown of bank loans as at 31 December 2014 is as follows:
Original
Currency Year of Maturity
EUR
2027 - 2028
Nominal
Interest Rate
Euribor + 5.50%
Face
Value
250,000
250,000
Carrying
Amount
238,999
238,999
Original
Currency
EUR
Year of Maturity
2027 - 2028
Nominal Interest
Rate
Euribor + 5.50%
Face
Value Carrying Amount
204,139
192,632
204,139
192,632
Redemption schedules of TAV Ege bank loans according to original maturities as at 31 December 2014 and 2013 are as
follows:
31 December 2014
14,088
15,573
15,698
12,478
12,715
168,447
238,999
31 December 2013
10,697
11,251
13,135
13,578
11,371
132,600
192,632
229
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
TAV Esenboa
The breakdown of bank loans as at 31 December 2014 is as follows:
Original
Currency Year of Maturity
EUR
2021
Nominal
Interest Rate
Euribor + 2.35%
Face
Value Carrying Amount
99,670
98,001
99,670
98,001
TAV Esenboa has a bank loan in the amount of EUR 98,001 (31 December 2013: EUR 108,363) under loan agreement.
The terms of the loan require semi-annual principal and interest payments on 30 June and 31 December according to
the loan agreement.
The breakdown of bank loans as at 31 December 2013 is as follows:
Nominal
Interest Rate
Euribor + 2.35%
Face
Value Carrying Amount
110,287
108,363
110,287
108,363
31 December 2013
13,007
14,366
14,853
14,228
14,620
37,289
108,363
TAV Macedonia
The breakdown of bank loans as at 31 December 2014 is as follows:
Original
Currency Year of Maturity
EUR
2020
Nominal
Interest Rate
Euribor + 5.50%
Face
Value Carrying Amount
64,400
62,096
64,400
62,096
Nominal
Interest Rate
Euribor + 5.50%
Face
Value Carrying Amount
67,032
64,346
67,032
64,346
230
Original
Currency Year of Maturity
EUR
2020
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
Redemption schedules of TAV Macedonia bank loans as at 31 December 2014 and 2013 are as follows:
31 December 2014
8,615
9,031
9,639
5,822
12,425
16,564
62,096
31 December 2013
5,912
8,246
8,770
9,325
5,528
26,565
64,346
HAVA
The breakdown of bank loans as at 31 December 2014 is as follows:
Original
Currency Year of Maturity
EUR
2018
EUR
2017
EUR
2016
EUR
2017
Nominal
Interest Rate
Euribor + 4.75%
Euribor + 5.75%
4.75% - 6.50%
Euribor + 3.90%
Face
Value Carrying Amount
36,060
36,125
9,360
9,281
6,145
6,144
3,000
3,032
54,565
54,582
Nominal
Interest Rate
Euribor + 4.75%
Euribor + 5.75%
4.75% - 4.95%
Face
Value Carrying Amount
44,040
44,077
12,020
11,909
6,000
6,080
62,060
62,066
Original
Currency Year of Maturity
EUR
2018
EUR
2017
EUR
2014
Redemption schedules of the HAVA bank loans as at 31 December 2014 and 2013 are as follows:
On demand or within one year
In the second year
In the third year
In the fourth year
In the fifth year
31 December 2014
13,672
16,325
14,346
10,239
54,582
31 December 2013
19,110
11,793
10,748
10,758
9,657
62,066
231
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
On 24 March 2010, HAVA utilised a bank loan amounting to EUR 60,000 with an interest rate of Euribor + 4.75% and a
maturity of March 2018. Following securities are provided in favor of the lender:
TAV Holding has provided surety of EUR 10,000.
Second ranking pledge was established on 50% of the shares in TGS.
Dividend receivables arising from subsidiaries and joint ventures of HAVA are assigned to repayment of the
outstanding loan.
Second ranking pledge was established on the shares of HAVA.
In accordance with the loan agreement, HAVA will have the right for the distribution of dividends only if there is a net
cash balance at least amounting to EUR 5,000 in the related banks accounts, the first three repayment installments
have been fully paid, all other payments related to financial liabilities are made till the maturity date and no event of
default has occurred.
The loan agreement includes covenants, including restrictions on the ability of HAVA to incur additional indebtedness;
to make certain other restricted payments, loans; to create liens; to give guarantees; to dispose assets, and to acquire a
business or an undertaking.
On 9 December 2009, HAVA utilised a bank loan amounting to EUR 20,000 with an interest rate of Euribor + 5.75% and
maturity of December 2017. Following securities are provided in favor of the lender:
First degree and first ranking pledge was established on 50% of the shares in TGS.
Time and demand deposit amounting to EUR 10,883 is provided as guarantee.
TAV Holding has provided surety for the total outstanding loan amount.
Dividend receivables arising from subsidiaries and joint ventures are assigned to repayment of the outstanding loan.
Pledge has been registered with first priority against but not limited to business entity and entity name registered in
trade register, machinery and equipment, furnitures and fixtures and vehicles of HAVA.
First ranking pledge was established on the shares of HAVA.
The loan agreement includes covenants, including restrictions on the ability of HAVA to incur additional indebtedness;
to make certain other restricted payments, loans; to create liens; to give guarantees; to dispose assets, and to acquire a
business or an undertaking.
Related with the bank loans amounting to EUR 60,000 with an interest rate of Euribor + 4.75% and a maturity of March
2018 and the bank loan amounting to EUR 20,000 with an interest rate of Euribor + 5.75% and a maturity of December
2017, 100% shares of HAVA with a nominal amount of TRL 182,633 have been pledged by TAV Holding. However, the
voting right for these shares remains at TAV Holding.
TAV Gazipaa
The breakdown of bank loans as at 31 December 2014 is as follows:
232
Original
Currency Year of Maturity
EUR
2015 - 2017
Nominal Interest
Rate
2.85% - 5.00%
Face
Value Carrying Amount
35,000
45,353
35,000
45,353
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
Original
Currency
EUR
TRL
Year of Maturity
2014 - 2017
2014
Nominal
Interest Rate
2.80% - 5.00%
8.15%
Face
Value Carrying Amount
18,500
18,627
5,108
5,222
23,608
23,849
Redemption schedules of TAV Gazipaa bank loans as at 31 December 2014 and 2013 are as follows:
31 December 2014
12,646
16,359
16,348
45,353
31 December 2013
10,925
619
12,305
23,849
Pledges regarding the project bank loans of TAV stanbul, TAV Esenboa and TAV Ege:
a) Share pledge: TAV stanbul, TAV Esenboa and TAV Ege have pledges over shares amounting to TRL 180,000, TRL
241,650 and TRL 122,270 respectively (31 December 2013: For TAV stanbul, TAV Esenboa and TAV Ege TRL 180,000,
TRL 241,650 and TRL 122,270 respectively). In case of an event of default, the banks have the right to take control of the
shares. Upon the occurrence of any event of default, the banks can demand the sale of shares by way of public auction
in accordance with the applicable provisions of the Bankruptcy and Execution Law of the Republic of Turkey or by way of
private auction among the nominees. Share pledges will expire after bank loans are paid or on the dates of maturity.
b) Receivable pledge: In case of an event of default, the banks have the right to take control of the receivables of project
companies (disclosed as the Borrowers in Note 25) in order to perform its obligations under the loan documents.
Immediately upon the occurrence of default, and all payments relating to assigned receivables shall be made to the
banks which shall be entitled to collect the assigned receivables and exercise all rights with respect to assigned
receivables.
TAV stanbul, TAV Esenboa and TAV Ege have pledged their receivables amounting to EUR 38,370, EUR 9,413 and EUR
2,443 respectively as at 31 December 2014 (31 December 2013: For TAV stanbul and TAV Esenboa, EUR 32,224, EUR
4,058 and EUR 1,553 respectively).
c) Pledge over bank accounts: In case of an event of default, the banks have the right to control the bank accounts of
project companies in order to perform its obligations under the loan documents. Upon the occurrence of event of default
project companies shall be entitled to set-off and apply the whole or any part of the cash standing to the credit of the
accounts and any interests, proceeds and other income that may accrue or arise from the accounts.
TAV stanbul, TAV Esenboa and TAV Ege have pledges over bank accounts amounting to
EUR 316,450, EUR 18,847 and EUR 31,334 respectively as at 31 December 2014 (31 December 2013: For TAV stanbul
and TAV Esenboa, EUR 299,164, EUR 24,348 and EUR 34,017 respectively).
With the consent of the facility agent, TAV stanbul and TAV Esenboa have a right to have an additional;
subordinated debt approved in advance by the Facility Agent,
indebtedness up to USD 500 for the acquisition cost of any assets or leases of assets,
indebtedness up to USD 3,000 for the payment of tax and social security liabilities.
233
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
With the consent of the facility agent, TAV Ege has a right to have an additional;
subordinated debt approved in advance by the Facility Agent,
indebtedness up to EUR 2 million for the acquisition cost of any assets or leases of assets,,
indebtedness up to EUR 0.5 million per guarantee or EUR 3 million in aggregate for bank letters of guarantee to be
provided to tax, custom, utilities or other governmental authorities.
Pledges regarding the project bank loan of TAV Macedonia:
TAV Macedonia has granted share pledge in favor of the lenders. In addition, receivables of TAV Macedonia amounting to
EUR 1,580 (31 December 2013: EUR 1,032) have been pledged and all the commercial contracts and insurance policies
have been assigned to the lenders.
Pledges regarding the project bank loan of TAV Tunisia:
Similar to above, TAV Tunisia has granted share pledge, account pledge and pledge of rights from the Concession
Agreement to the lenders. TAV Tunisia has pledge over shares amounting to TND 245,000. Share pledge will expire after
bank loan is paid or on the date of maturity. TAV Tunisia has a right to have additional indebtedness;
with a maturity of less than one year for an aggregate amount not exceeding EUR 3,000 (up to 1 January 2020) and
not exceeding EUR 5,000 (thereafter),
under finance or capital leases of equipment if the aggregate capital value of the equipment leased does not exceed
EUR 5,000,
incurred by, or committed in favour of, TAV Tunisia under an Equity Subordinated Loan Agreement,
disclosed in writing by TAV Tunisia to the Intercreditor Agent and in respect of which it has given its prior written
consent.
Distribution lock-up tests for TAV stanbul, TAV Esenboa, TAV Tunisia, TAV Macedonia, and TAV Ege must satisfy
following conditions before making any distribution:
234
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
1 year
1-5 year
Total
Future
minimum
lease
payments
1,788
2,794
4,582
31 December 2014
Present
value of
minimum
lease
Interest
payments
315
1,473
321
2,473
636
3,946
1 year
1-5 year
Total
Future
minimum
lease
payments
2,305
3,287
5,592
31 December 2013
Present
value of
minimum
lease
Interest
payments
260
2,045
330
2,957
590
5,002
It is the Groups policy to lease certain of its fixtures and equipment under finance leases. The average remaining
lease term is three years as at 31 December 2014. For the year ended 31 December 2014, the average effective
borrowing rate is 6.93% (31 December 2013: 3.64%). Interest rates are fixed at the contract date, and thus expose
the Group to fair value interest rate risk. All leases are on a fixed repayment basis and no arrangements have been
entered into for contingent rental payments
235
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
Balance at 1 January
Interest cost
Service cost
Payments made during the year
Effects of changes in foreign exchange rate
Actuarial difference
Balance at 31 December
31 December 2014
27,622
5,772
5,705
5,512
4,569
2,190
1,007
52,377
31 December 2013
12,471
4,636
5,145
1,948
3,439
1,220
551
29,410
31 December 2014
179,289
315
179,604
31 December 2013
106,939
351
107,290
The Groups exposure to currency and liquidity risk is related to other payables is disclosed in Note 36.
(*) See Note 10.
A concession agreement was executed between TAV Milas Bodrum and DHM on 11 July 2014 for the leasing of the
operating rights of the Milas-Bodrum Airports existing international terminal, CIP, general aviation terminal, domestic
terminal and its auxiliaries. The agreement covers the operation right of the international terminal starting from
22 October 2015 to 31 December 2035 (approximately 20 years and 2 months) and operation right of the domestic
terminal starting from July 2015 to December 2035. The concession payable of TAV Milas Bodrum domestic terminal is
presented in financials EUR 84,354 as of 31 December 2014.
236
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
31 December 2013
12,230
29,285
41,515
10,850
23,923
34,773
Deferred income
Short-term deferred income
Long-term deferred income
EUR 22,584 (31 December 2013: EUR 26,570) of deferred income is related with the unearned portion of concession
rent income from AT.
32. PROVISIONS
At 31 December 2014 and 2013, provisions comprised the following:
31 December 2014
7,421
7,421
31 December 2013
6,232
6,232
1 January-31 December
2014
6,232
1,018
171
7,421
1 January-31 December
2013
6,938
367
(1,073)
6,232
Trade payables
Deposits and guarantees received
Other
31 December 2014
42,619
1,525
44,144
31 December 2013
39,862
1,279
51
41,192
Trade payables mainly comprise payables outstanding for trade purchases and ongoing costs. The Groups exposure to
currency and liquidity risk related to trade payables is disclosed in Note 36.
237
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
Assets
9,210
5,590
14,800
31 December 2014
Liabilities
(146,342)
(146,342)
Net Amount
(146,342)
9,210
5,590
(131,542)
Assets
65
1,313
1,378
31 December 2013
Liabilities
(111,082)
(10,424)
(1,018)
(122,524)
Net Amount
(111,017)
(10,424)
295
(121,146)
238
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
239
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
Credit risk
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk
at the reporting date is:
Note
325
23
23
38
809
25
24
34
31 December 2014
251
107,273
109,981
28,400
557
391,880
56,815
14,800
710,283
31 December 2013
113,388
81,667
14,750
381,939
97,245
1,378
691,175
(*)
Non-financial instruments such as VAT deductible and carried forward, prepaid expenses and advances given are excluded from other
current assets and other non-current assets.
(**)
Cash on hand is excluded from cash and cash equivalents.
Impairment losses
The aging of trade receivables at the reporting date is as follows:
Not due
Past due 1 - 30 days
Past due 31 - 90 days
Past due 91 - 360 days
Past due 1 - 5 year
Past due over 5 years
31 December 2014
195,126
6,958
7,075
6,775
9,596
2,911
228,441
31 December 2013
176,796
5,922
5,479
4,706
10,296
1,459
204,658
The movements in the allowance for impairment in respect of trade receivables during the years ended 31 December
were as follows:
Balance at 1 January
Collections during the year
Impairment loss recognised
Effect of changes in foreign exchange rates
Balance at 31 December
Allowance for doubtful receivables is determined by reference to past default experience. The allowance account in
respect of trade receivables is used to record impairment losses unless the Group is satisfied that no recovery of the
amount owing is possible; at that point the amount considered irrecoverable is written off against the trade receivable
directly.
240
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
Liquidity risk
The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding
the impact of netting agreements:
31 December 2014
Non-derivative financial
liabilities
Secured bank loans
Unsecured bank loans
Financial lease liabilities
Trade payables (*)
Due to related parties
Other payables (*)
Bank overdraft
Derivative financial liabilities
Interest rate swaps used for
hedging
Outflow
Inflow
Currency swaps
Outflow
Inflow
Forward contracts
Outflow
Inflow
(*)
Carrying
Amount
Contractual 3 months or
cash flows
less
3 -12
months
1-5
years
More than
five years
1,091,341
285,309
3,946
42,619
13,930
229,791
2,319
(1,357,229)
(313,690)
(4,582)
(42,792)
(19,409)
(229,791)
(2,319)
(49,846)
(4,347)
(437)
(42,792)
(2,614)
(42,907)
(2,319)
(103,025)
(37,737)
(1,351)
(3,503)
(15,498)
-
(554,144)
(271,606)
(2,794)
(8,854)
(62,144)
-
(650,214)
(4,438)
(109,242)
-
146,342
-
(152,099)
-
(5,240)
-
(29,879)
-
(88,623)
-
(28,357)
-
(9,210)
(153,922)
165,514
(41,916)
45,495
(112,006)
120,019
(5,590)
1,800,797
5,590
(2,104,729)
(150,502)
5,590
(181,824)
(980,152)
(792,251)
Non-financial instruments such as deposits on guarantees and advances received are excluded from trade payables and other payables.
241
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
31 December 2013
Non-derivative financial
liabilities
Secured bank loans
Unsecured bank loans
Financial lease liabilities
Trade payables (*)
Due to related parties
Other payables (*)
Bank overdraft
Derivative financial liabilities
Interest rate swaps used for
hedging
Outflow
Inflow
Currency swaps
Outflow
Inflow
Forward
Outflow
Inflow
(*)
Carrying
Amount
Contractual 3 months or
cash flows
less 3 -12 months
1-5
years
More than
five years
1,105,590
241,157
5,002
39,913
19,335
135,480
1,610
(1,498,637)
(258,027)
(5,000)
(39,984)
(21,246)
(135,480)
(1,610)
(48,132)
(55,525)
(539)
(39,984)
(7,422)
(18,966)
(1,610)
(102,694)
(89,571)
(1,501)
(1,695)
(9,224)
-
(635,236)
(112,931)
(2,960)
(12,129)
(107,290)
-
(712,575)
-
111,017
-
(116,654)
-
(6,290)
-
(21,989)
-
(74,165)
-
(14,210)
-
10,424
-
(194,916)
180,221
(23,102)
21,595
(161,021)
147,849
(10,793)
10,777
(295)
1,669,233
(1,018)
1,313
(2,091,038)
1,313
(177,155)
(96)
(228,277)
(922)
(958,805)
(726,801)
Non-financial instruments such as deposits on guarantees and advances received are excluded from trade payables and other payables.
The following table indicates the periods in which the cash flows associated with the derivatives that are cash flow
hedges expected to occur.
31 December 2014
Interest rate swaps
Assets
Liabilities
Carrying
Amount
Contractual 3 months or
cash flows
less 3 -12 months
1-5
years
More than
five years
(146,342)
(152,099)
(5,240)
(29,879)
(88,623)
(28,357)
9,210
-
11,592
-
3,579
-
8,013
-
Forward contracts
Assets
Liabilities
5,590
-
5,590
-
5,590
-
242
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
31 December 2013
Interest rate swaps
Assets
Liabilities
Cross currency swaps
Assets
Liabilities
Carrying
Amount
Contractual 3 months or
cash flows
less 3 -12 months
1-5
years
More than
five years
(111,017)
(116,654)
(6,290)
(21,989)
(74,165)
(14,210)
(10,424)
(14,695)
(1,507)
(13,172)
(16)
295
-
295
-
1,313
-
(96)
-
(922)
-
Forward contracts
Assets
Liabilities
Currency risk
Exposure to currency risk:
The Groups exposure to foreign currency risk in Euro equivalent of their original currencies was as follows:
31 December 2014
Foreign currency denominated financial
assets
Other non-current assets
Trade receivables
Due from related parties
Derivative financial instruments
Other receivables and current assets
Restricted bank balances
Cash and cash equivalents
Net exposure
(*)
USD
7
14,826
10,966
9,210
1,337
149,008
12,257
197,611
EUR (*)
2,535
956
5
410
3,906
TRL
11
10,623
6,203
5,590
9,540
13,175
2,133
47,275
Other
188
12,872
34
7,090
41
6,551
26,776
Total
206
40,856
18,159
14,800
17,972
162,224
21,351
275,568
(4,012)
(263)
(1,064)
(5,339)
(211)
(201)
(2,578)
(145)
(3,135)
(52,127)
(1,824)
(5,114)
(7,785)
(14,446)
(81,296)
(613)
(8,531)
(2,255)
(11,399)
(52,951)
(1,824)
(17,858)
(10,626)
(17,910)
(101,169)
192,272
771
(34,021)
15,377
174,399
The figures in this column reflect the EUR position of subsidiaries that have functional currencies other than EUR.
243
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
31 December 2013
Foreign currency denominated financial
assets
Other non-current assets
Trade receivables
Due from related parties
Other receivables and current assets
Restricted bank balances
Cash and cash equivalents
Net exposure
(*)
USD
6
10,134
8,843
379
113,994
15,273
148,629
EUR (*)
1,576
660
5
473
2,714
TRL
10
5,482
1,843
8,564
102,019
5,625
123,543
Other
10,386
1,053
1,802
24
4,884
18,149
Total
16
27,578
12,399
10,750
216,037
26,255
293,035
(3,537)
(4,282)
(10,424)
(691)
(18,934)
(387)
(191)
(180)
(79)
(837)
(5,222)
(970)
(6,657)
527
(10,949)
(23,271)
(876)
(5,969)
(370)
(1,541)
(8,756)
(6,485)
(970)
(16,354)
(4,305)
(10,424)
(13,260)
(51,798)
129,695
1,877
100,272
9,393
241,237
The figures in this column reflect the EUR position of subsidiaries that have functional currencies other than EUR.
The following significant exchange rates against Euro applied during the period:
USD
TRL
GEL
MKD
TND
SEK
SAR
HRK
244
31 December 2014
0.7529
0.3443
0.4262
0.0162
0.4438
0.1099
0.2006
0.1309
Average Rate
31 December 2013
0.7526
0.3954
0.4526
0.0162
0.4626
0.1156
0.2003
0.1318
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
Sensitivity analysis:
The Groups principal currency risk relates to changes in the value of the Euro relative to TRL and USD. The Group
manages its exposure to foreign currency risk by entering into derivative contracts and, where possible, seeks to incur
expenses with respect to each contract in the currency in which the contract is denominated and attempt to maintain its
cash and cash equivalents in currencies consistent with its obligations.
The basis for the sensitivity analysis to measure foreign exchange risk is an aggregate corporate-level currency
exposure. The aggregate foreign exchange exposure is composed of all assets and liabilities denominated in foreign
currencies, both short-term and long-term purchase contracts.
A 10 percent strengthening / (weakening) of EUR against the following currencies at 31 December 2014 and 2013 would
have increased / (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other
variables, in particular interest rates, remain constant.
Equity
Strengthening of
EUR Weakening of EUR
Profit or loss
Strengthening of
EUR Weakening of EUR
31 December 2014
USD
TRL
Other
Total
(13,556)
(13,556)
16,547
16,547
(18,306)
3,402
(1,538)
(16,442)
18,306
(3,402)
1,538
16,442
31 December 2013
USD
TRL
Other
Total
(16,039)
(16,039)
15,607
15,607
(14,012)
(10,027)
(939)
(24,978)
14,012
10,027
939
24,978
245
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
Profile:
At the reporting date, the interest rate profile of the Groups interest-bearing financial instruments was:
Carrying amount
31 December 2014
31 December 2013
Fixed rate instruments
Financial assets
Financial liabilities
439,845
(500,332)
(60,487)
386,783
(401,235)
(14,452)
Carrying amount
31 December 2014
31 December 2013
Variable rate instruments
Financial assets
Financial liabilities
(1,037,956)
(1,037,956)
(1,075,664)
(1,075,664)
credit risk
liquidity risk
market risk
operational risk
This note presents information about the Groups exposure to each of the above risks, the Groups objectives, policies
and processes for measuring and managing risk, and the Groups management of capital. Further quantitative
disclosures are included throughout these consolidated financial statements.
246
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices
will affect the Groups income or the value of its holdings of financial instruments. The objective of market risk
management is to manage and control market risk exposures within acceptable parameters, while optimizing the
return.
The Group buys and sells derivatives, and also incurs financial liabilities, in order to manage market risks. All such
transactions are carried out within the guidelines set by lenders and executives of the Group as mentioned in Note 34.
The Group applies hedge accounting in order to manage volatility in profit or loss.
i) Currency risk:
Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates.
The Group has exposure to the effects of fluctuations in the prevailing foreign currency exchange rates on its financial
position and cash flows. As at 31 December 2013, the Group had balances that are denominated in a currency other
than the respective functional currencies of Group entities, primarily EUR, but also USD, GEL, TND, MKD, SEK, SAR,
TRL, and HRK which are disclosed within the relevant notes to these consolidated financial statements. The currencies
in which these transactions primarily denominated are USD and TRL. The Group manages this currency risk by
maintaining foreign currency cash balances and using some financial instruments.
ii) Interest rate risk:
The Group adopts a policy of ensuring that between 50 and 100 percent of its exposure to changes in interest rates on
borrowings is on a fixed rate basis. This is achieved by entering into interest rate swaps.
Operational risk
Operational risk is the risk of direct or indirect loss arising from a wide variety of causes associated with the Groups
processes, personnel, technology and infrastructure, and from external factors other than credit, market and liquidity
risks such as those arising from legal and regulatory requirements and generally accepted standards of corporate
behaviour. Operational risks arise from all of the Groups operations.
The Groups objective is to manage operational risk so as to balance the avoidance of financial losses and damage to the
Groups reputation with overall cost effectiveness and to avoid control procedures that restrict initiative and creativity.
The primary responsibility for the development and implementation of controls to address operational risk is assigned
to senior management within each business unit. This responsibility is supported by the development of overall Group
standards for the management of operational risk in the following areas:
requirements for appropriate segregation of duties, including the independent authorisation of transactions
requirements for the reconciliation and monitoring of transactions
compliance with regulatory and other legal requirements
documentation of controls and procedures
requirements for the periodic assessment of operational risks faced, and the adequacy of controls and procedures to
address the risks identified
requirements for the reporting of operational losses and proposed remedial action
development of contingency plans
training and professional development
ethical and business standards
risk mitigation, including insurance where this is effective.
248
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
Compliance with Group standards is supported by a programme of periodic reviews undertaken by Internal Audit. The
results of Internal Audit reviews are discussed with the management of the business unit to which they relate, with
summaries submitted to the Audit Committee and senior management of the Group.
Capital management
The Boards policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence; to
sustain future development of the business and to maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders,
return capital to shareholders, issue new shares or sell assets to reduce debt.
Fair values
Fair values versus carrying amounts:
The fair values of financial assets and liabilities, together with the carrying amounts shown in the consolidated
statement of financial position, are as follows:
Note
Financial assets
Other non-current assets
Trade receivables - non current
Trade receivables - current
Due from related parties
Other receivables and current assets (*)
Restricted bank balances
Cash and cash equivalents
Derivative financial instruments
Financial liabilities
Bank overdraft
Loans and borrowings
Trade payables (**)
Due to related parties
Derivative financial instruments
Other payables (**)
31 December 2014
Carrying
Amount
Fair Value
31 December 2013
Carrying
Amount
Fair Value
325
23
23
38
809
25
24
34
325
107,273
109,981
28,400
809
391,880
57,581
14,800
251
130,661
110,677
28,400
557
391,880
57,581
14,800
251
113,388
81,667
14,750
557
381,939
97,822
1,378
24
28
33
38
34
30
(2,319)
(1,380,596)
(42,619)
(13,930)
(146,342)
(229,791)
(1,104,548)
(2,319)
(1,380,596)
(42,619)
(13,930)
(146,342)
(229,791)
(1,080,464)
(1,610)
(1,351,749)
(39,913)
(19,335)
(122,524)
(135,480)
(978,859)
113,388
81,986
14,750
381,939
97,822
1,378
(1,610)
(1,351,749)
(39,913)
(19,335)
(122,524)
(135,480)
(978,540)
(*)
Non-financial instruments such as prepaid expenses, prepaid taxes and dues and advances given are excluded from other non-current
assets and other receivables and current assets.
(**)
Non-financial instruments such as advances received are excluded from trade payables and other payables.
The methods used in determining the fair values of financial instruments are discussed in Note 4.
249
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
31 December
2014
264,370
212,387
22,436
21,922
250
521,365
31 December
2013
274,218
153,797
16,552
19,381
250
464,198
The Group is obliged to give 6% of the total rent amount of USD 152,580 of TAV stanbul as a letter of guarantee
according to the rent agreement made with DHM. The total obligation has been provided by the Group.
The Group is obliged to give a letter of guarantee at an amount equivalent of USD 26,665 (EUR 21,922) (31 December
2013: USD 26,665 (EUR 19,381)) to GACA according to the BTO agreement signed with GACA in Saudi Arabia.
Furthermore, the Group is obliged to provide a letter of guarantee at an amount equivalent of USD 159,507 (EUR
131,132) (31 December 2013: USD 159,507 (EUR 115,933)) to National Commercial Bank which is included in letters of
guarantee given to third parties. The total obligation has been provided by the Group.
The Group is obliged to give a letter of guarantee at an amount equivalent of EUR 14,394 (31 December 2013: EUR
10,850) to the Ministry of State Property and Land Affairs and EUR 8,042 (31 December 2013: 5,702) to OACA according
to the BOT agreements and its amendments signed with OACA in Tunisia. The total obligation has been provided by the
Group.
TAV Ege is obliged to pay an aggregate amount of EUR 610,000 plus VAT during the rent period according to the
concession agreement. 5% of this amount is already paid in two installments. The remaining amount will be paid
in equal installments at the first business days of each year. Furthermore, The Group is obliged to give a letter of
guarantee at an amount equivalent of EUR 36,600 to DHM. The total obligation has been provided by the Group.
TAV Milas Bodrum is obliged to pay an aggregate amount of EUR 717,000 plus VAT during the rent period according to
the concession agreement. 20% of this amount is already paid. The remaining amount will be paid in equal installments
at the last day of October for each year. Furthermore, The Group is obliged to give a letter of guarantee at an amount
equivalent of EUR 43,020 to DHM. The total obligation has been provided by the Group.
Majority of letters of guarantee given to third parties includes the guarantees given to customs, lenders and some
customers.
Contractual obligations
TAV stanbul
TAV stanbul is bound by the terms of the Rent Agreement made with DHM. If TAV stanbul does not comply with the
rules and regulations set forth in the Rent Agreement, this might lead to the forced cessation of TAV stanbuls operation.
At the end of the contract period, TAV stanbul will be responsible for one year for the maintenance and repair of the
devices, system and equipment supplied for the contractual facilities. In case the necessary maintenance and repairs
are not made, DHM will have this maintenance and repair made, and the cost will be charged to TAV stanbul.
250
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
Pursuant to the provisions of the rent agreement, the contractual obligations of TAV stanbul include the rental of the
above mentioned contractual facilities for a period of fifteen and a half years beginning on 3 July 2005; the operation of
the facilities in compliance with international norms and standards within the rental (operation) period; the performance
of periodic repair and maintenance activities on the facilities and the transfer of the facilities in question including the
supporting systems, equipment, furniture and fixtures in a proper and usable condition to DHM upon the expiry of the
rental period.
In the case where TAV stanbul as the lessee performs a delayed and/or incomplete rent payment to DHM, TAV stanbul
is charged a penalty of 10% of the rent amount to be paid. TAV stanbul is then obliged to perform the payment latest
within five days. Otherwise, DHM shall be entitled to terminate the rent agreement. TAV stanbul is not entitled to claim
the rent payments performed to DHM prior to the termination of the contract.
TAV Esenboa and TAV zmir
TAV Esenboa and TAV zmir are bound by the terms of the BOT Agreements made with DHM. If these companies do not
follow the rules and regulations set forth in the concession agreement, this might lead to the forced cessation of these
companies operations according to the BOT Agreements. According to the BOT agreements:
The share capital of the companies cannot be less than 20% of fixed investment amount.
The companies have a commitment to make additional investment up to 20% of the initial BOT investment upon
request of DHM.
DHM has requested an extension of EUR 13,900 (13% of the initial investment) from TAV zmir on 21 August 2006 which
extended the construction period by 2 months and 20 days, and operation period by 8 months and 27 days. TAV zmir
completed the construction for such extension on 10 May 2007. After granting of temporary acceptance by DHM in year
2007, final acceptance was granted by DHM on 21 March 2008.
After granting of temporary acceptance by DHM in year 2007, final acceptance for BOT investments of TAV Esenboa
was granted by DHM on 5 June 2008.
At the end of the contract period, the companies will be responsible for one year for the maintenance and repair of the
devices, system and equipment supplied for the contractual facilities. In case the necessary maintenance and repairs
are not made, DHM will have this maintenance and repair made and the cost will be charged to TAV zmir and TAV
Esenboa.
All equipment used by TAV Esenboa and TAV zmir must be in a good condition and under warranty and need to meet
the international standards and Turkish Standards as well.
If the need shall arise to replace fixed assets subject to depreciation, which become unusable within the rent period
and the depreciation rates of which are delineated in the Tax Application Law, the operator is obliged to perform the
replacement.
All fixed assets covered by the implementation contract will be transferred to DHM free of charge. Transferred items
must be in working conditions and should not be damaged. TAV Esenboa and TAV zmir have the responsibility of repair
and maintenance of all fixed assets under the investment period.
251
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
HAVA
In accordance with the general ground handling agreement (an integral part of the ground handling operation A Group
license) signed with DHM and HAVA undertake the liability of all losses incurred by their personnel to DHM or to
third parties. In this framework, HAVA covers those losses by an insurance policy amounting to USD 50,000. HAVA
also takes the responsibility of the training facilities given to the personnel and the quality of the service provided by its
personnel together with the repair and maintenance of the ground handling vehicles and equipment. HAVA is required
to provide DHM with letters of guarantee amounting to USD 1,000. Fines received from losses incurred by the ground
handling personnel or fines arising from the violation of the related agreement will be charged to HAVA. Fines which
are overdue in accordance with the appointed agreement / period declared by DHM will be settled by the liquidation
of the letter of guarantee. If DHM liquidates the collateral, HAVA is obliged to complete the collateral at its original
amount which is USD 1,000 within 15 days.
In accordance with the rental agreements signed with DHM regarding several parking areas, land, buildings, offices
at the stanbul Atatrk, zmir, Dalaman, Milas-Bodrum, Antalya, Adana, Trabzon, Ankara, Kayseri, Nevehir, Gaziantep,
anlurfa, Batman, Adyaman, Elaz, Mu, Sivas, Samsun, Malatya, Hatay, Konya, orlu, Sinop, Amasya and Ar airports;
when the rent period ends, DHM will have the right to retain the immovable in the area free of charge.
TAV Tbilisi
TAV Tbilisi is bound by the terms of the BOT Agreement. In case TAV Tbilisi fails to comply with the rules and regulations
set forth in the agreement, it may be forced to cease its operations.
With regards to the BOT Agreement, TAV Tbilisi is required to;
comply with all applicable safety standards and ensure that the airport and all other ancillary equipment are
operated in a manner safe to passengers, workers and general public, as well as to comply with the technical and
operational requirements of Tbilisi International Airport and environmental standards of Georgia;
maintain and operate the new terminal and infrastructure at Tbilisi International Airport in accordance with the
applicable requirements of the BOT Agreement and International Air Transportation Association, International Civil
Aviation Organization or European Civil Aviation Conference;
ensure that its subcontractors and TAV Tbilisi itself obtain and maintain relevant insurance policies from financially
strong and internationally reputable insurance companies;
remedy accidents that might occur upon mechanical damage inflicted by TAV Tbilisi to existing communication
networks or inappropriate use or operation thereof.
The Final Acceptance Protocol was concluded in May 2011.
Tax legislation and contingencies
Georgian commercial legislation and tax legislation in particular may give rise to varying interpretations and
amendments. In addition, as managements interpretation of tax legislation may differ from that of the tax authorities,
transactions may be challenged by the tax authorities, and as a result TAV Tbilisi may be assessed additional taxes,
penalties and interest. Tax periods remain open to review by the tax authorities for five years. Management believes that
their interpretation of the relevant legislation is appropriate and TAV Tbilisis profit, currency and customs positions will
be sustained.
252
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
TAV Batumi
TAV Batumi is obliged to perform the terms agreed under the Agreement for Management of 100 percent of Shares in
Batumi Airport LLC (the Agreement) together with its Schedules annexed to the Agreement. In the event that TAV
Batumi fails to fulfill its material obligations under the Agreement and its Schedules, it may be forced to cease the
management of the Batumi International Airport and all operation rights generated at the Airport.
With regards to the Agreement, TAV Batumi is required to;
comply with all requirements of the relevant statutes and the Applicable Laws of Georgia;
prevent repatriation and transfer of the dividends distributable by Batumi Airport LLC from Georgia;
comply with the terms of Permits that materially adversely affect the performance of TAV Batumis obligations under
the Agreement or achievement of the Revenues by Batumi Airport LLC and/or achievement of dividends by the TAV
Batumi from Batumi Airport LLC;
protect, promote, develop and extend the business interests and reputation of Batumi Airport in connection with the
Services (reasonable effort basis);
maintain and operate Batumi Airport in accordance with the international standards applicable to similar
international airports, and any other local standards that will be applicable to the operations of an international
airport;
recruit and train sufficient number of staff for the operation of Batumi Airport in accordance with standard, accepted
operational standards;
perform regular, periodic and emergency maintenance and repair works of all the fixed assets, as well as the
annexations and accessories related thereto located on the territory of Batumi Airport; and
procure and maintain insurance policies listed under the Agreement during the term of the operation.
The Final Acceptance Protocol was concluded in March 2012.
TAV Tunisia
TAV Tunisia is bound by the terms of the Concession Agreements related to the building and operation of Enfidha Airport
and to the operation of Monastir Airport. In case TAV Tunisia fails to comply with the provisions of these Concession
Agreements as well as the Terms and Specifications annexed thereto, it may be forced to cease the operation of the said
airports.
According to Enfidha Concession Agreement, TAV Tunisia is required to:
design, construct, maintain, repair, renew, operate and improve at its own costs and risks and under its liabilities, the
land made available to it, infrastructures, buildings, facilities, equipments, networks and services necessary for the
operation of Enfidha Airport;
complete the construction of the Airport and start operating it at the latest on 1 October 2009 which was then
extended to 1 December 2009 through a notice from the Authority, unless the requirements by the Terms and
Specifications of the Agreement fails. The operation of the Airport was started in the specified date in 2009.
finance up to 30% of the Project by Equity.
According to Monastir Concession Agreement, TAV Tunisia is required to maintain, repair, renew, operate and improve
at its own costs and risks and under its liabilities, the land made available to it, infrastructures, buildings, facilities,
equipments, networks and services necessary for the operation of Monastir Airport.
253
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
254
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
If expropriation of land is required for construction of additional facilities or systems during the term of the Agreement,
TAV Gazipaa will be responsible for the compensation for expropriation and will not demand any compensation and/or
additional rent period from DHM and the owner of the subject land will be DHM.
In the event that TAV Gazipaa is delayed in paying the rent and/or the rent is not fully paid to DHM, TAV Gazipaa will be
charged a monthly penalty in the amount of 10% of the outstanding amount.
Facility usage amount represents the USD 50 fixed payment that is paid as a usage amount of the airport facility,
subsequent to rent period starting, within the last month of each rent payment year.
TAV Macedonia
TAV Macedonia is bound by the terms of the Concession Agreement made with Macedonian Ministry of Transport and
Communication (MOTC).
If TAV Macedonia violates the agreement and does not remedy the violation within the period granted by MOTC, MOTC
may terminate the Agreement.
All equipment used by TAV Macedonia must need to meet the Concession Agreements standards.
All fixed assets covered by the implementation contract will be transferred to MOTC free of charge. Transferred
items must be in working conditions and should not be damaged. TAV Macedonia has the responsibility of repair and
maintenance of all fixed assets under the investment period.
TAV Ege
During the contract period, TAV Ege should keep all the equipment it uses in a good condition at all times. If the
equipments useful life is expired according to the relevant tax regulations, TAV Ege should replace them in one year.
At the end of the contract period, all fixed assets covered by the concession agreement will be transferred to DHM free
of charge. Transferred items must be in working conditions and should not be damaged. TAV Ege have the responsibility
of repair and maintenance of all fixed assets during the contract period.
Management believes that as at 31 December 2014, the Group has complied with the terms of the contractual
obligations mentioned above.
Contingent liability
TAV Security has undergone a tax inspection by the Tax Inspectors of the Ministry of Finance on the value added tax
returns for the periods between January 2007 and December 2011. The tax inspector claimed that the staff should
have been in the payroll of TAV Security and TAV Security could not render such a service without having its own
personnel. Since the staff is in the payroll of the terminal companies, the terminal companies should have issued labor
force invoices to TAV Security and TAV Security should have issued security service invoices to terminal companies
including the payroll cost invoiced by the terminal companies. As a result of the tax inspection, the withholding value
added tax treatments of the Company in relation to the security and the labor services rendered have been criticised
and based on the criticism, tax and tax penalty has been assessed and notified to the Company. As per the notification,
outstanding value added taxes amounting to TRL 6,201, TRL 6,839, TRL 7,883, TRL 8,345, TRL 9,409 and tax penalties at
the equivalent amounts have been assessed for the years 2007, 2008, 2009, 2010 and 2011, respectively. Furthermore,
outstanding corporate income taxes amounting to TRL 745, TRL 688, TRL 823, TRL 800, TRL 1,011 and tax penalties of
TRL 1,326, TRL 1,242, TRL 1,496, TRL 1,423, TRL 2,358 have been assessed for the years 2007, 2008, 2009, 2010 and
2011, respectively.
255
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
In addition, Special Irregularity Penalty is assessed due to the fact that TAV Security has not issued security service
invoices to the terminals including the payroll invoices. Special Irregularity Penalty amounting to TRL 365 have been
assessed for the years 2007, 2008, 2009, 2010 and 2011.
Following the negotiations with the Directorate of Revenue Administration, the authorities and TAV Security has
concluded a settlement on 24 December 2014 where the VAT liability was reduced to TRL 0 (zero) and the Corporate
Income Tax liability has been reconciled to TRL 348 as principle tax assessment and TRL 152 as interest penalty.
Georgian Tax Authority criticised the deduction of the VAT stemming from the construction of Batumi Airport Terminal
which was undertaken by TAV Tbilisi in return for the extension of the operation period of Tbilisi Airport. The inspectors
claimed that this transaction was a barter transaction and hence, TAV Tbilisi should have transferred the Batumi Airport
Terminal to the competent authority by calculating VAT. As a result, VAT amounting to GEL 9,798 (EUR 4,325) has been
assessed and it has been charged together with GEL 8,263 (EUR 3,647) of penalty (GEL 18,061 (EUR 7,972) in total). The
management, lawyers and the tax advisors do not agree with the claim of the Georgian Tax Authority. Therefore, TAV
Tbilisi has proceeded the appeal process and management believe that the appeal process will be concluded in the TAV
Tbilisis favor. Accordingly, no provision is recorded in the accompanying consolidated financial statements.
38. RELATED PARTIES
The major immediate parents and ultimate controlling parties of the Group are Aroports de Paris, Tepe and Akfen
Groups.
All other transactions not described in this footnote between the Company and its subsidiaries, which are related parties
of the Company, have been eliminated on consolidation. Details of balances between the Group and other related parties
are disclosed below.
Key management personnel compensation:
The remuneration of directors and other members of key management during the year comprised the following:
2014
14,879
14,879
2013
15,039
15,039
As at 31 December 2014 and 2013, none of the Groups directors and executive officers has outstanding personnel
loans from the Group.
The details of the transactions between the Group and any other related parties are disclosed below:
Other related party transactions:
31 December 2014
17,668
7,933
25,601
31 December 2013
7,226
7,524
14,750
31 December 2014
2,799
2,799
31 December 2013
-
256
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
31 December 2014
8,577
6,139
1,466
143
1,343
17,668
31 December 2013
4,642
584
694
1,306
7,226
(***)
31 December 2014
4,114
744
3,075
7,933
31 December 2013
2,841
2,468
2,215
7,524
31 December 2014
1,993
806
2,799
31 December 2013
-
31 December 2014
2,579
3,634
6,213
31 December 2013
5,267
3,779
9,046
7,717
7,717
10,289
10,289
31 December 2013
4,914
156
197
5,267
31 December 2014
3,207
427
3,634
31 December 2013
3,366
413
3,779
31 December
2014
1,254
549
515
261
2,579
257
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
31 December 2014
18,874
18,874
31 December 2013
22,584
22,584
2014
238,865
13,995
252,860
2013
240,660
19,594
260,254
2014
6,230
4,780
2,692
2,509
642
840
17,693
2013
510
1,316
3,670
43
616
459
6,614
2014
123
(708)
56
(529)
2013
896
(922)
74
48
31 December 2013
3,986
6
3,992
Deferred income from related parties is related with the unearned portion of concession rent income from AT.
31 December 2014
3,710
315
4,025
Deferred income from related parties is related with the unearned portion of concession rent income from AT.
31 December 2013
10,289
10,289
31 December 2014
7,717
7,717
The average interest rate used within the Group is 6.59% per annum (31 December 2013: 6.63%). The Group converts
related party TRL loan receivable and payable balances to USD at month end using the Central Banks announced
exchange rates and then charges interest on the USD balances.
258
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
2014
33,610
33,610
2013
165,839
165,839
(*)
TAV naat mainly provided services relating to the construction of zmir Adnan Menderes International Airports domestic terminal and
renovation of Alanya Gazipaa Airport as of 31 December 2014 and 2013.
Dividend distribution
In 2014 the Company distributed dividends to the shareholders amounting to EUR 65,209 (TRL 199,009) from the
Companys distributable profits computed for 2013. Dividend per share is full EUR 0.18 (full TRL 0.55).
39. INTERESTS IN OTHER ENTITIES
Non-controlling interests in subsidiaries
The following table summarises the information relating to each of the Groups subsidiaries that has material noncontrolling interests (NCI) before any intra group eliminations.
TAV Tunisia
NCI Percentage
Non-current assets
Current assets
Non-current liabilities
Current liabilities
Net assets
Carrying amount of NCI
Revenue
(Loss) / profit
Total comprehensive income
(Loss) / profit allocated to NCI
31 December 2014
Other immaterial
TAV Tbilisi
BTA
subsidiaries
479,582
27,671
378,025
133,939
(4,711)
(1,554)
55,292
5,767
2,955
58,104
13,945
25,623
24,449
15,544
27,071
7,457
2,485
TAV Tunisia
50,870
(32,889)
(52,788)
(10,853)
2,297
Total
17,173
Total
(4,689)
259
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
31 December 2013
NCI Percentage
Non-current assets
Current assets
Non-current liabilities
Current liabilities
Net assets
Carrying amount of NCI
Revenue
(Loss) / profit
Total comprehensive income
(Loss) / profit allocated to NCI
TAV Tunisia
33.00%
501,096
24,289
379,879
97,430
48,076
15,865
TAV Tunisia
50,779
(18,030)
(8,201)
(5,950)
TAV Tbilisi
24.00%
57,116
3,967
10,381
2,192
48,510
11,642
BTA
33.33%
15,153
13,185
5,142
14,751
8,445
2,815
Other immaterial
subsidiaries
Total
2,109
32,431
Total
(235)
Joint ventures
Associates
31 December 2014
101,644
2,439
104,083
31 December 2013
90,058
1,937
91,995
Joint ventures
Associates
2014
34,902
(254)
34,648
2013
33,811
(209)
33,602
Joint Ventures
Carrying amounts of the Groups joint ventures in the statement of financial position as at 31 December 2014 and 2013
are as follows:
TGS
AT
Tibah Development
BTA Denizyollar
Tibah Operation
Other
260
31 December 2014
57,320
33,166
8,427
1,492
805
434
101,644
31 December 2013
52,208
30,357
4,281
1,385
1,033
794
90,058
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
Groups share of profit / (loss) of the Groups joint ventures in the statement of comprehensive income for the years
ended 31 December are as follows:
AT
TGS
Tibah Development
Tibah Operation
BTA Denizyollar
Other
2014
20,190
8,487
5,162
699
597
(233)
34,902
2013
22,222
7,294
2,961
695
481
158
33,811
Non-current assets
Current assets (including cash and cash equivalents amounting to 31
December 2014: EUR 7,297
(31 December 2013: EUR 5,615))
Non-current liabilities
Current liabilities (including trade and other payables and provisions
amounting to 31 December 2014: EUR 19,750 (31 December 2013:
EUR 17,179))
Net assets
Groups share of net assets
Carrying amount in the statement of financial position
Revenue
Depreciation and amortization
Interest expense
Tax expense
Profit for the year
Other comprehensive income
Total comprehensive income
Groups share of profit for the year
Cash dividends received by the Group
31 December 2014
116,560
31 December 2013
97,862
40,745
18,698
32,011
6,311
23,968
114,639
57,320
57,320
19,147
104,415
52,208
52,208
2014
216,103
8,240
778
5,937
16,973
2,887
19,860
8,487
4,243
2013
195,232
8,088
210
1,477
14,588
(13,349)
1,239
7,294
-
261
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
AT
49.98% equity shareholding with 50% voting power in AT, a joint venture established in Turkey. The following tables
summarise the financial information of AT. The tables also reconcile the summarised financial information to the
carrying amount of the Groups interest in AT, which is accounted for using the equity method.
Non-current assets
Current assets (including cash and cash equivalents amounting to 31
December 2014: EUR 21,177 (31 December 2013: EUR 16,832))
Non-current liabilities
Current liabilities (including trade and other payables and provisions
amounting to 31 December 2014: EUR 45,728 (31 December 2013:
EUR 13,597))
Net assets
Groups share of net assets
Carrying amount in the statement of financial position
Revenue
Depreciation and amortisation
Interest expense
Tax expense
Profit for the year
Other comprehensive income
Total comprehensive income
Groups share of profit for the year
Cash dividends received by the Group
262
31 December 2014
57,846
31 December 2013
54,892
87,854
13,983
60,819
21,128
65,360
66,357
33,166
33,166
33,846
60,737
30,357
30,357
2014
554,263
3,998
723
10,706
40,396
(1,118)
39,278
20,190
16,567
2013
543,304
2,757
2,034
11,952
44,460
(864)
43,596
22,222
16,760
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
Tibah Development
33.33% equity shareholding with 33.33% voting power in Tibah Development, a joint venture established in Saudi
Arabia. The following tables summarise the financial information of Tibah Development. The tables also reconcile
the summarised financial information to the carrying amount of the Groups interest in Tibah Development, which is
accounted for using the equity method:
Non-current assets
Current assets (including cash and cash equivalents amounting to 31
December 2014: EUR 5 (31 December 2013: EUR 12))
Non-current liabilities
Current liabilities (including trade and other payables and provisions
amounting to 31 December 2014: EUR 33,395 (31 December 2013:
EUR 28,122))
Net assets
Groups share of net assets
Carrying amount in the statement of financial position
Revenue
Depreciation and amortization
Interest expense
Tax expense
Profit for the year
Other comprehensive income
Total comprehensive income
Groups share of profit for the year
BTA Denizyollar
31 December 2014
903,364
31 December 2013
460,150
34,321
490,689
59,545
468,066
421,715
25,281
8,427
8,427
38,786
12,843
4,281
4,281
2014
446,696
932
59
1,605
15,487
(3,050)
12,437
5,162
2013
401,027
550
212
641
8,884
1,944
10,828
2,961
33.33% equity shareholding with 50.00% voting power in BTA Denizyollar, a joint venture established in Turkey. The
following tables summarise the financial information of BTA Denizyollar. The tables also reconcile the summarised
financial information to the carrying amount of the Groups interest in BTA Denizyollar, which is accounted for using
the equity method:
Non-current assets
Current assets (including cash and cash equivalents amounting to 31
December 2014: EUR 834 (31 December 2013: EUR 823))
Non-current liabilities
Current liabilities (including trade and other payables and provisions
amounting to 31 December 2014: EUR 530 (31 December 2013: EUR
690))
Net assets
Groups share of net assets
Carrying amount in the statement of financial position
31 December 2014
5,752
31 December 2013
5,844
1,582
2,536
1,908
2,605
1,812
2,986
1,492
1,492
2,375
2,772
1,385
1,385
263
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
Revenue
Depreciation and amortisation
Interest expense
Tax expense
Profit for the year
Other comprehensive income
Total comprehensive income
Groups share of profit for the year
2014
20,203
1,061
46
305
1,195
15
1,210
597
2013
19,591
1,146
86
255
962
(694)
268
481
Tibah Operation
51.00% equity shareholding with 33.33% voting power in Tibah Operation, a joint venture established in Saudi
Arabia. The following tables summarise the financial information of Tibah Operation. The tables also reconcile
the summarised financial information to the carrying amount of the Groups interest in Tibah Operation, which is
accounted for using the equity method:
Revenue
Interest expense
Tax expense
Profit for the year
Other comprehensive income
Total comprehensive income
Groups share of profit for the year
264
31 December 2014
31 December 2013
6,679
346
5,632
166
4,754
1,579
805
805
3,441
2,025
1,033
1,033
2014
25,217
105
225
1,371
183
1,554
699
2013
23,312
298
171
1,362
(76)
1,286
695
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
The Group has interests in a number of joint ventures none of which is regarded as individually material. The following
table summarises, in aggregate, the financial information of all individually immaterial joint ventures that are accounted
for using the equity method:
Share of:
Profit / (loss) for the year
Other comprehensive income
Total comprehensive income
31 December 2014
280
31 December 2013
794
2014
2013
(391)
82
(309)
158
(106)
52
Associates
ZAIC-A
31 December 2014
2,439
2,439
31 December 2013
1,937
1,937
ZAIC-A
2014
(254)
(254)
2013
(209)
(209)
ZAIC A
15.00% equity shareholding with 15.00% voting power in ZAIC-A, an associate established in United Kingdom. The
following tables summarise the financial information of ZAIC-A. The tables also reconcile the summarised financial
information to the carrying amount of the Groups interest in ZAIC-A, which is accounted for using the equity method:
Revenue
Expense
Loss for the year
Other comprehensive income
Total comprehensive income
Groups share of loss for the year
31 December 2014
31 December 2013
24,074
20,055
7,804
16,270
2,439
2,439
7,143
12,912
1,937
1,937
2014
38,604
(40,317)
(1,713)
(1,713)
(254)
2013
6,855
(8,244)
(1,389)
(1,389)
(209)
265
(Amounts expressed in thousands of Euro unless otherwise stated. Currencies other than Euro also expressed in
thousands unless otherwise stated.)
266
Glossary
ACI
Airports Council International
Aircraft Loading
Loading an airplane in accordance with its
technical specifications and operational
information.
Airport
A large area, on land or water, with buildings,
facilities and equipment that is constructed for
the purpose of featuring facilities that facilitate
landing, takeoff and ground movement of
aircraft; serve the maintenance and other
needs of aircraft; as well as boarding, loading
and unloading aircraft.
Airside Area (Flight Line Facilities)
Isolated areas beyond the passport control
points (waiting lounges, duty free area,
boarding gates); the runways, apron areas
and taxi routes of the airport as well as zones
adjacent to them; buildings and structures, or
parts of these buildings and structures, that
are directly used for flight operations under
certain circumstances; as well as areas that
have controlled access to all of these sections
Apron
Apron is a designated area at an airport where
aircraft are parked, refueled, loaded, unloaded,
boarded and maintenance is performed.
Aviation Income
Income earned from services provided to
passengers and aircraft at the airports.
267
Glossary
Check-in Counter
Equipped tables at terminals used for
passenger check-in procedures.
Check-in Lounges
Sections at terminals hosting groups of checkin counters.
CIP Passenger
Commercially Important Person
Civil Aviation
Civil aviation in general refers to all activities
related to air transportation. More specifically,
it is also the generic term for all air transportrelated operational activities performed by
airports, airlines and handling companies in
accordance with national and international
rules and security principles.
Composite Cover
A mixture of concrete and asphalt used for
covering runways.
Conveyor
A mechanical apparatus with a moving belt
that carries passenger baggage from checkin counters to the aircraft and back to the
baggage-claim area.
Customs Enforcement
The organization that inspects or confiscates
the baggage or other freight, cargo or postal
belongings of passengers pursuant to customs
regulations at airports that are open to
international flights, and that enforces customs
regulations provisions in the process of
sending or receiving all kinds of commodities
and materials that will go-come abroad.
Duty Free Shop
Shops at airports where passengers can make
purchases without paying customs tax.
Duty-Paid Lounge
Isolated lounges at airports that are open to
international flights, where passengers are
taken for the declaration and control process
pursuant to the customs regulations before
making entry or exit.
Earnings per Share (EPS)
An indicator calculated by dividing a companys
net (after-tax) profit by its number of
outstanding shares.
EBITDA
Acronym for Earnings before Interest, Taxes,
Depreciation and Amortization.
EBITDAR
Acronym for Earnings before Interest, Taxes,
Depreciation, Amortization and Rent.
268
EUROCONTROL
European Organization for the Safety of Air
Navigation.
FIDS (Flight Information Display System)
FIDS is the system that displays the latest data
via flight information screens, monitors, flight
gate indicators, baggage claim indicators and
employee monitors.
Flight Limits
Loading-related limits determined for each
type of aircraft.
HUB
Main Center
Isolated Areas
Isolated areas are zones at airports that are
open to international flights, where passengers
are taken before making entry or exit and after
declaration and control process pursuant to
the customs regulations, as well as lounges
where passengers, who come from abroad
without entering into customs and will go
to another airport of the same country or to
another country, are hosted.
ICAA
International Civil Airports Association
Hangar
Mostly large structures at airports that are
used for sheltering or conducting maintenance
and repair activities on aircraft.
Inorganic Growth
Inorganic growth is revenue growth achieved
by a companys acquiring another firm or
making a new investment, and consolidating
the production and revenue of the acquired
firm.
HAVA
HAVA, or Havaalanlar Yer Hizmetleri A..
(Ground Handling Services Co.), is the company
that performs ground handling services at the
airports.
ICAN
International Commission for Air Navigation
ICAO
International Civil Aviation Organization
Liquidity
Liquidity is the degree of speed and ease to
which an asset can be exchanged for cash.
269
Glossary
Non-Aviation Income
Income derived from activities other than
services provided to passengers and aircraft at
the airports, such as duty free.
Organic Growth
Organic growth is the growth achieved
via a companys own activities. It includes
production increase, as well as the increase in
revenue attained by selling this output.
Overflight
An aircraft flight passing over the air space of a
foreign jurisdiction without landing.
Passenger
All individuals traveling on the aircraft who are
not part of the flight personnel or cabin crew
are referred to as passengers.
Peak Day, Peak Hour
Maximum amount of passenger, aircraft, cargo,
et al. movement at an airport handled during
one day or one hour within a given period
(generally a calendar year).
Prime Class Service
As part of this exclusive service, passengers
are greeted at the terminal departures gate
by a transportation representative and their
security check and scan, check-in and passport
transactions are performed with the assistance
of a service representative.
270
Project Finance
Project finance is a method of securing the
financing needed for long-term infrastructure
and industrial investments at the maximum
possible level and with the minimum possible
impact on the companys balance sheet.
Posting the projects income stream or the
asset itself as collateral may be needed as a
condition of financing.
Ramp
Ramp is the area at airports where aircraft are
parked and attended to.
RAT Fields / Areas
Runway, Apron and Taxiway areas as well
as other fields reserved on the airside of the
airport for vehicles and equipment to move
and park.
Runway
Designated rectangular areas on a tract of land
on which aircraft take off and land.
Scheduled Flight
Scheduled flight is the flight service with a predetermined departure-arrival time and route.
Slot
Slot is a method of using airport capacity
optimally by spreading the air traffic at busy
airports to each hour of the day and each hour
of the week as equally as possible. In other
words, it is the right of use of airport facilities
at the landing-takeoff time slots allocated to
the aircraft.
Subsidiary
A direct or indirect capital and management
relationship that creates a permanent tie
between a company and another in terms
of participation in the management of the
company and the formulation of the companys
policies.
Taxi
The movements of an aircraft on the ground.
Taxi Route (Taxiway)
Standard-sized paths at airports along which
the aircraft taxi to or from a runway, apron, and
the like.
Terminal
Group of buildings featuring air transport
service-related companies and facilities where
pre-flight and post-flight transactions of
passengers are performed.
Terminal Operation
This term refers to the Airport General
Directorate or Directorate that operates the
terminal on behalf of the Turkish State Airports
Authority (DHM) at the airports operated
by DHM, and/or state enterprises, public
agencies, real and private legal entities that
engage in terminal operations pursuant to the
Build-Operate-Transfer Model or as part of
another arrangement.
TOC
Terminal Operations Center
Transfer Passenger
Transfer passengers are those who continue
their travel with a different aircraft or in
the same aircraft but with a different flight
number after arriving at an airport on an
airplane. These passengers are allowed to
take advantage of duty free, catering and
accommodation services at the airport.
Transit Passenger
Transit passengers are those who continue
their travel in the same aircraft or with the
same flight number shortly after arriving at
an airport on an airplane. These passengers
are not allowed to take advantage of duty free,
catering and accommodation services at the
airport.
VIP
A very important person. VIPs are mostly the
senior managers of public entities whose titles
are listed by the Prime Ministry.
VIP Lounge
Places reserved at airports for VIP Passengers.
271
153
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153
This report has been published using recycled paper and environment-friendly technologies.