CORPORATE GOVERNANCE 215
Introduction 217
Group Structure and Shareholders 218
Capital Structure 219
Board of Directors 226
The Group Executive Board 240
Compensation, Shares and Loans 241 Shareholders’ Participation Rights 242 Changes of Control and
Defence Measures 246 Auditors 248 Information Policy 250 Compensation Report 253 AGENDA 281 Agenda 2014 281 Colophon 282
FINANCIAL REPORT
109FIVE-YEAR-SUMMARY OF KEY DATA 112
KUONI GROUP 115
Statement of Financial Position 117
Income Statement 118
Statement of Comprehensive Income 119 Statement of Changes in Equity 120
Statement of Cash Flows 121
Accounting Principles 122
Notes to the Consolidated
Financial Statements 132
Principal Subsidiaries, Associates
and Joint Venture 184
Report of Statutory Auditor 188
KUONI TRAVEL HOLDING LTD 191
Statement of Financial Position 193
Income Statement 194
Notes 195
Board of Directors’ Proposal for the Appropriation of Retained Earnings 211 Report of the Statutory Auditor 212
02_04 02_04_00 02_04_01 02_04_02 02_04_03 02_04_04 02_04_05 02_04_06 02_04_07 02_04_08 02_04_09 02_04_10 02_05 02_05_01
02
02_01 02_02 02_02_01 02_02_02 02_02_03 02_02_04 02_02_05 02_02_06 02_02_07 02_02_08 02_02_09 02_03 02_03_01 02_03_02 02_03_03 02_03_04 02_03_05FIVE-YEAR
SUMMARY
OF KEY DATA
Turnover
Global Travel Services
Group Travel 943 964 789 490 415
FIT (Fully Independent Traveller) 1 802 1 703 1 070 n.a. n.a.
Outbound & Specialists
Outbound Nordic 982 993 929 979 957
Outbound Europe/Asia 1 414 1 738 1 780 1 970 2 037
Destination Management Specialists 417 400 530 534 483
VFS Global 244 205 176 156 129
Less turnover elimination between segments – 133 – 158 – 163 – 145 – 127
Total 5 669 5 845 5 111 3 984 3 894
EBITA
Global Travel Services
Group Travel 26.8 21.7 19.0 6.5 5.1
FIT (Fully Independent Traveller) 74.5 68.4 63.3 n.a. n.a.
Acquisition and integration cost – 4.7 – 5.3 – 20.2 n.a. n.a.
Outbound & Specialists
Outbound Nordic 37.8 40.6 35.1 55.8 21.7
Outbound Europe/Asia 34.1 – 33.7 9.3 15.5 16.3
Destination Management Specialists 6.4 12.3 17.1 19.0 14.6
VFS Global 40.2 35.5 41.9 36.4 21.0
Corporate – 23.7 – 21.8 – 52.6 – 61.0 – 48.4
Total 191.4 117.7 112.9 72.2 30.3
EBIT
Global Travel Services
Group Travel 22.3 16.9 13.4 6.1 4.9
FIT (Fully Independent Traveller) 53.0 47.3 43.5 n.a. n.a.
Acquisition and integration cost – 4.7 – 5.3 – 20.2 n.a. n.a.
Outbound & Specialists
Outbound Nordic 36.8 39.5 33.9 54.7 20.5
Outbound Europe/Asia 27.8 – 69.1 0.6 7.1 6.4
Destination Management Specialists 2.5 8.7 13.7 15.1 10.7
VFS Global 40.2 35.5 41.9 36.4 21.0
Corporate – 23.7 – 21.8 – 52.6 – 61.0 – 48.4
Total 154.2 51.7 74.2 58.4 15.1
Net result 69.2 – 14.4 33.3 23.2 1.6
Investments in tangible fixed assets
and intangible assets 46.1 58.4 57.2 43.3 44.2
Depreciation 48.4 51.5 54.1 41.1 37.2
Amortisation 37.3 38.8 38.7 13.8 15.2
Cash flow (net cash
from operating activities) 160.4 106.4 110.5 117.0 46.7
Net debt 240.5 291.2 306.4 – 66.6 – 59.3 Non-current assets 1 422 1 475 1 576 773 827 Current assets 971 927 923 1 048 1 025 Equity 779 699 775 562 592 Equity ratio 32.6% 29.1% 31.0% 30.9% 32.0% Non-current liabilities 301 164 415 302 319 Current liabilities 1 313 1 539 1 309 957 941 Total assets 2 393 2 402 2 499 1 821 1 852 Invested capital 1 950 984 1 233 748 760
Return on Invested Capital (ROIC) 2 13.0% 2.8% 3.3% 5.4% 0.1%
Weighted average cost of capital
(WACC) 7.5% 8.5% 8.5% 8.5% 8.5%
Kuoni Economic Profit (KEP) 3 52.1 – 56.6 – 47.4 – 23.3 – 64.3
Average number of personnel (FTE) 11 621 12 279 11 048 8 772 9 070 Global Travel Services
Group Travel 1 660 1 767 1 364 697 685
FIT (Fully Independent Traveller) 1 332 1 338 883 0 0
Outbound & Specialists
Outbound Nordic 860 836 817 803 800
Outbound Europe/Asia 3 156 3 967 4 060 3 804 4 110
Destination Management Specialists 1 816 1 683 1 620 1 565 1 590
VFS Global 2 666 2 573 2 155 1 794 1 760
Corporate 131 115 149 109 125
FIVE-YEAR
SUMMARY
OF KEY DATA
The data presented are based on the respective consolidated financial statements. Any changes made to Kuoni Group accounting policies as a result of changes to International Financial Reporting Standards are not retroactively applied. 1 Invested capital is the average annual total of all net current assets, tangible fixed assets, goodwill, other intangible assets and other net assets (excluding interest-bearing assets and liabilities).
2 Return on Invested Capital (ROIC) is defined as net operating profit after tax (NOPAT) as a proportion of average invested capital. NOPAT is defined as earnings before interest and taxes (EBIT) less income dependent taxes.
3 Kuoni Economic Profit or KEP is defined as net operating profit after tax (NOPAT) less the cost of capital invested in operations. The cost of capital invested in operations is determined by multiplying
the average invested capital by the weighted average cost of capital (WACC) of the Kuoni Group. The cost of capital invested for GTA was calculated in 2011 for the eight-month period following its acquisition on 1 May 2011.
Kuoni-Group
KUONI
GROUP
Cash flow (net cash from operating activities)
Per registered share A 8.37 5.57 6.41 8.15 3.26
Per registered share B 41.83 27.86 32.05 40.76 16.31
Net result
Per registered share A 3.55 – 0.84 1.84 1.49 0.02
Per registered share B 17.77 – 4.19 9.22 7.43 0.08
Equity
Per registered share A 40.39 36.17 44.43 38.57 40.67
Per registered share B 201.96 180.84 222.14 192.84 203.37
Dividend
Per registered share A 1.50 4 5 0.60 5 0.60 5 0.50 5 1.60
Per registered share B 7.50 4 5 3.00 5 3.00 5 2.50 5 8.00
Total dividend payout 29 988 000 6 7 11 520 336 11 472 696 7 235 672 22 956 088
Payout ratio 42.3% 7 n.a. 34.4% 31.2% >100%
Yield (at year end rate) 1.86% 1.09% 1.33% 0.55% 2.29%
Registered share A (nominal value CHF 0.20)
Number outstanding 1 249 500 1 249 500 1 249 500 952 000 952 000
Number entitled to dividend 1 249 500 1 249 500 1 249 500 952 000 952 000
Stock market prices not listed not listed not listed not listed not listed
Registered share B (nominal value CHF 1.00)
Number outstanding 3 748 500 3 748 500 3 748 500 2 856 000 2 856 000
Number entitled to dividend 3 593 253 7 3 590 212 3 574 332 2 703 869 2 679 111
Stock market prices high 410 341 439 459 387
low 263 217 213 294 253
at year-end 403 274 225 454 349
Annual trading volume in CHF million 892 758 839 787 697
Stock market capitalisation
as at 31 December in CHF million 1 610 1 096 900 1 383 1 063
4 Proposal of the Board of Directors to the General Meeting of Shareholders on 25 April 2014. Subject to definitive approval by the General Meeting of Shareholders.
5 Distribution to shareholders of a withholding tax-free appropriation from the capital contribution reserve.
6 The company will waive its entitlement to such payments from the capital contribution reserve for the treasury shares held on the distribution date which are reserved for use in its employee share plan.
Kuoni-Group
KUONI
Assets CHF 1 000 Notes 31 Dec 2013 % 31 Dec 2012 restated % 1 Jan 2012 restated %
Non-current assets
Tangible fixed assets [13] 165 873 6.9 184 576 7.7 200 799 8.1
Goodwill [14] 915 149 38.2 920 922 38.3 939 778 37.8
Other intangible assets [15] 263 974 11.0 302 453 12.6 347 336 14.0
Investments in associates [16] 2 134 0.1 2 221 0.1 11 562 0.5
Investments in joint ventures [17] 237 0.1 44 0.0 0 0.0
Other financial assets [18] 44 194 1.8 23 772 1.0 23 498 0.9
Deferred taxes [24] 30 036 1.3 40 993 1.7 40 018 1.6
Total non-current assets 1 421 597 59.4 1 474 981 61.4 1 562 991 62.9
Current assets
Cash and cash equivalents [19] 345 171 14.4 321 307 13.4 288 861 11.6
Time deposits [20] 25 300 1.1 13 241 0.6 86 874 3.5
Accounts receivable/other receivables [21] 420 182 17.6 403 837 16.8 366 934 14.8
Prepaid expenses 180 326 7.5 188 371 7.8 180 349 7.2
Total current assets 970 979 40.6 926 756 38.6 923 018 37.1
Total assets 2 392 576 100.0 2 401 737 100.0 2 486 009 100.0
Equity and liabilities CHF 1 000 Notes 31 Dec 2013 % 31 Dec 2012 restated % 1 Jan 2012 restated %
Equity
Share capital [22] 3 998 0.2 3 998 0.2 3 998 0.2
Treasury shares [22] – 12 871 – 0.5 – 15 710 – 0.7 – 17 163 – 0.7
Reserves 783 159 32.6 702 665 29.3 742 047 29.8
Equity attributable to shareholders
of Kuoni Travel Holding Ltd. 774 286 32.3 690 953 28.8 728 882 29.3
Non-controlling interests [22] 4 764 0.3 8 075 0.3 8 728 0.4 Total equity 779 050 32.6 699 028 29.1 737 610 29.7 Liabilities Provisions [23] 14 012 0.6 52 253 2.2 47 751 1.9 Deferred taxes [24] 68 203 2.9 80 068 3.3 93 283 3.8 Financial debts [25] 218 560 9.0 31 176 1.3 298 068 12.0
Total non-current liabilities 300 775 12.5 163 497 6.8 439 102 17.7
Financial debts [25] 11 569 0.4 202 364 8.4 11 391 0.4
Accounts payable/other payables [26] 306 012 12.8 283 558 11.8 306 881 12.3
Advance payments by customers 380 795 15.9 392 252 16.3 372 718 15.0
Accrued expenses [26] 614 375 25.8 661 038 27.6 618 307 24.9
Total current liabilities 1 312 751 54.9 1 539 212 64.1 1 309 297 52.6
CHF 1 000 Notes 2013 % restated2012 %
Turnover [3/4] 5 668 935 100.0 5 845 493 100.0
Direct costs – 4 563 395 – 80.5 – 4 743 026 – 81.1
Gross profit [3/5] 1 105 540 19.5 1 102 467 18.9
Personnel expense [6] – 548 514 – 9.7 – 605 284 – 10.4
Marketing and advertising expense – 64 371 – 1.1 – 73 997 – 1.3
Other operating expense [7] – 250 127 – 4.4 – 253 571 – 4.3
Share in result from joint ventures [3/17] – 2 723 – 0.0 – 382 – 0.0
Depreciation [3/8] – 48 371 – 0.9 – 51 518 – 0.9
Earnings before interest, taxes and amortisation
(EBITA) 191 434 3.4 117 715 2.0
Amortisation [3/15] – 37 261 – 0.7 – 38 781 – 0.7
Impairment [14/15] 0 0.0 – 27 233 – 0.5
Earnings before interest and taxes (EBIT) [3/9] 154 173 2.7 51 701 0.9
Financial income [10] 6 152 0.1 5 699 0.1
Financial expense [10] – 58 188 – 1.0 – 51 321 – 0.9
Result before taxes 102 137 1.8 6 079 0.1
Income taxes [11] – 32 938 – 0.6 – 20 497 – 0.4
Net result 69 199 1.2 – 14 418 – 0.2
Of which:
Attributable to non-controlling interests 1 088 0.0 1 606 0.0
Attributable to shareholders of Kuoni Travel Holding Ltd. 68 111 1.2 – 16 024 – 0.3
Basic earnings per registered share A in CHF [12] 3.55 – 0.84
Diluted earnings per registered share A in CHF [12] 3.55 – 0.84
Basic earnings per registered share B in CHF [12] 17.77 – 4.19
Diluted earnings per registered share B in CHF [12] 17.77 – 4.19
Information about the statement of financial position as well as the income statement is also available on kuoni.com (Quick Search: 13202/12303)
CHF 1 000 Notes 2013 restated2012
Net result 69 199 – 14 418
Other comprehensive income
Cash flow hedges:
* Fair value gains transferred to equity 3 921 – 14 933
* Transferred to income statement 9 057 – 9 556
* Income taxes [24] – 3 374 6 367
Translation differences:
* Currency translation differences – 369 5 856
* Transferred to income statement [10] – 1 961 – 664
Total of items that may be reclassified subsequently to
profit or loss 7 274 – 12 930
Defined benefit pension plans:
* Actuarial gains from revaluations 24 979 – 5 273
* Effect of asset ceiling [6] – 10 503 0
* Income taxes [24] – 3 117 1 258
Total of items that will never be reclassified to
profit or loss [22] 11 359 – 4 015
Total other comprehensive income after income taxes 18 633 – 16 945
Total comprehensive income 87 832 – 31 363
Of which:
Attributable to non-controlling interests 983 1 454
Reserves
CHF 1 000 capitalShare Treasury shares reservesCapital Retained earnings reserves Other 1
Total equity of Kuoni share- holders Non- controlling
interests equityTotal
Equity as at 1 January 2012 before restatement 3 998 – 17 163 453 211 584 581 – 258 745 765 882 8 728 774 610 Restatement IAS 19 – 37 000 – 37 000 – 37 000 Equity as at 1 January 2012 after restatement 3 998 – 17 163 453 211 584 581 – 295 745 728 882 8 728 737 610 Net result – 16 024 – 16 024 1 606 – 14 418
Total other comprehensive
income after income taxes – 16 793 – 16 793 – 152 – 16 945
Total comprehensive income – 16 024 – 16 793 – 32 817 1 454 – 31 363
Dividends – 11 473 – 11 473 – 2 107 – 13 580
Use of treasury shares 1 453 4 908 6 361 6 361
Transactions with
non-controlling interests 0 0 0
Equity as at
31 December 2012 3 998 – 15 710 453 211 561 992 – 312 538 690 953 8 075 699 028
Net result 68 111 68 111 1 088 69 199
Total other comprehensive
income after income taxes 18 738 18 738 – 105 18 633
Total comprehensive income 68 111 18 738 86 849 983 87 832
Dividends – 11 520 – 11 520 – 1 686 – 13 206
Use of treasury shares 2 839 10 563 13 402 13 402
Transactions with
non-controlling interests – 5 398 – 5 398 – 2 608 – 8 006
Equity as at
31 December 2013 3 998 – 12 871 453 211 623 748 – 293 800 774 286 4 764 779 050
CHF 1 000 Notes 2013 restated2012
Cash flow from operating activities
Net result 69 199 – 14 418
Income taxes [11] 32 938 20 497
Net financial result [10] 52 036 45 622
Earnings before interest and taxes (EBIT) [3/9] 154 173 51 701
Depreciation and amortisation 85 632 90 299
Impairment 0 27 233
Other non-cash expenses and income (net) – 24 672 2 324
Changes in net working capital
* Accounts receivable/other receivables – 21 093 – 60 835
* Prepaid expenses – 5 442 – 23 107
* Accounts payable/accrued expenses 8 168 22 346
* Advance payments by customers 5 303 27 923
Income taxes paid – 41 682 – 31 437
Net cash from operating activities (cash flow) 160 387 106 447 Cash flow from investing activities
Purchase of tangible fixed assets [13] – 26 561 – 27 377
Purchase of intangible assets [15] – 19 490 – 31 042
Acquisition of subsidiaries, net of cash and cash equivalents acquired [2] 0 – 821
Disposal of tangible assets and other intangible assets 10 281 15 519
Sales of subsidiaries, net of cash and cash equivalents transferred [2] – 34 648 – 9 100
Increase in time deposits (net) – 13 096 75 176
Investments in joint ventures [17] – 2 913 – 426
Decrease in other financial assets (net) – 3 643 – 699
Interest received 5 316 4 026
Other financial income received (net) 1 469 – 12 227
Net cash used in investing activities – 83 285 13 029 Cash flow from financing activities
Repayment of financial debts (net) – 3 326 – 74 105
Interest paid – 11 298 – 10 609
Transactions with non-controlling interests – 8 006 0
Distributions to non-controlling interests – 1 686 – 2 107
Distributions to shareholders of Kuoni Travel Holding Ltd. – 11 520 – 11 473
Net cash used in financing activities – 35 836 – 98 294
Effects of exchange rate changes on cash and cash equivalents – 17 402 11 264
Net increase in cash and cash equivalents 23 864 32 446 Cash and cash equivalents at beginning of year [19] 321 307 288 861 Cash and cash equivalents at end of year [19] 345 171 321 307
Kuoni Travel Holding Ltd. (the Company) is domiciled in Zurich. The consolidated financial statements for the year ended 31 December 2013 cover the Company and all its subsidiaries (Kuoni Group), associates and joint ventures. Kuoni Group is a global travel-related service provider with leading positions in its areas of activity: Destination & Accommodation Services, Tour Operating and Visa Processing Services. The consolida-ted financial statements are prepared in ac-cordance with International Financial Reporting Standards (IFRS) and comply with Swiss law.
■■
■■ BASIS OF PREPARATION
The consolidated financial statements are pre- sented in Swiss francs (CHF), rounded to the nearest thousand. The consolidated financial statements are prepared on the historical cost basis except for derivative financial in-struments. Non-current assets and disposal groups held for sale are stated at the lower of the carrying amount and fair value less costs to sell.
The preparation of the consolidated financial state ments in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. Actual re-sults may differ from these estimates. Critical judgements made by management in the application of IFRS that have a significant effect on the financial statements and key sources of estimation uncertainties are dis-cussed separately on page 130. The account-ing policies have been applied consistently to all periods presented in these consolidated financial statements, with the exceptions described below.
The accounting principles used for the
Following the disposal of various loss-making European tour operator activities, Kuoni’s portfolio of activities changed substantially, leading Kuoni Group to announce a change in its group structure in March 2013. The re-portable segments were revised and adjusted as follows:
* The Outbound Kuoni Europe, Outbound Specialists and Outbound India, China/ Hong Kong tour operator activities were grouped together in the Outbound Europe/ Asia segment.
* The FIT (Fully Independent Traveller) activ - ities of the Destination Management Specialists were added to the FIT segment. The prior-year segment results have been adjusted accordingly.
■■
■■ ADOPTION OF CHANGED STANDARDS IFRS
Kuoni Group is applying the following new or amended International Financial Report-ing Standards (IFRS) and new interpretations with effect from 1 January 2013:
* IFRS 10: Consolidated Financial Statements
* IFRS 11: Joint Arrangements
* IFRS 12: Disclosure of Interests in Other Entities
* IFRS 13: Fair Value Measurement * IAS 19: Employee Benefits
(amended 2011)
* IAS 28: Investments in Associates and Joint Ventures (2011)
* IAS 1 “Presentation of Financial Statements” requires companies to sepa - rately group items presented in the Comprehensive Income Statement into those that will be reclassified at a later date to profit and loss, and those that will not
Arrangements and Disclosures of Interests in Other Entities: Transition Guidance (Amendments to IFRS 10, IFRS 11 and IFRS 12)
* Government Loans (Amendments to IFRS 1)
* Recoverable Amount Disclosures for Non-Financial Assets (Amendments to IAS 36)
None of these changes had any relevant ef- fect on these consolidated financial state-ments in their application, apart from IAS 19. The application of IAS 19 led to a restatement as per 1 January 2012. The detailed financial effects of this restatement are shown in the note Restatement.
As a result of the application of IFRS 10, the Kuoni Group changed the accounting poli-cies, on the basis of which it is determined whether a subsidiary is controlled, meaning that it needs to be consolidated. The Kuoni Group controls a subsidiary if it is exposed to the fluctuating returns of the investment or if it holds rights to these returns and has the ability to influence these returns given its power over the subsidiary. This change had no effect on the consolidated financial statements.
As a result of the change to IAS 1, the Kuoni Group subsequently changed the presenta-tion of the posipresenta-tions in the other comprehen-sive income in order to present the positions, which can be reclassified in the consolidated financial statements to the income state-ment, separately from the others in the future. The comparison items from the previous year have been adjusted on the basis of this change. This change had no major impact on comprehensive income or the financial position of the Kuoni Group.
■■
■■ FUTURE IFRS CHANGES
The Kuoni Group is currently examining the possible effects of the revised and new standards and interpretations that have been signed off but which have not yet entered into effect. Kuoni Group does not expect the new and revised standards and interpreta-tions to have any significant effect on results
to date or on the Group’s financial situation, though they will have an effect on transac-tions that are completed on or after 1 January 2014. This applies in particular to:
Effective date applicationPlanned
New standards and interpretations
IFRIC 21 Levies 1 January 2014 Reporting year 2014
IFRS 9 Financial Instruments 1 January 2015 Reporting year 2015
Revisions and amendments of standards and interpretations
Offsetting Financial Assets and Financial Liabilities (Amendments to IAS 32) 1 January 2014 Reporting year 2014 Investment Entities (Amendments to IFRS 10, IFRS 12 and IAS 27) 1 January 2014 Reporting year 2014 Novation of Derivatives and Continuation of Hedge Accounting (Amendments to IAS 39) 1 January 2014 Reporting year 2014
■■
■■ SUBSIDIARIES
Subsidiaries are entities controlled by Kuoni
subsidiary. This is the case where the Group holds more than 50% of the voting rights of an entity or where the Group has been granted
sold in the course of the accounting year are deconsolidated as of the date on which con-trol ceases. Purchases of minority shares are ■■
■■ RESTATEMENT
The most important effect is that returns on plan assets and interest on pension liabilities now use the same discount rate. Unrecog-nised actuarial gains and losses now have
to be adjusted as well. The previous option of deferring such recognition using the “corridor approach” is no longer permitted. As required by the new standard, Kuoni Group has re-stated the 2012 financial statements to reflect these changes. The effects on the statement
of financial position, income statement, com-prehensive income statement, statement of changes in equity and statement of cash flows are as follows:
CHF 1 000 1 Jan 2012 31 Dec 2012 31 Dec 2013
Balance sheet
Other financial assets – 18 775 – 16 498
Deferred tax assets 5 872 7 900
Provisions 27 932 37 191
Deferred tax liabilities – 3 835 – 3 432
Equity or other reserves – 37 000 – 42 357
Income statement
Personnel expense – 1 577 1 156
Income taxes 336 – 246
Net result – 1 241 910
Basic earnings per registered share A in CHF 1 – 0.07 0.05
Basic earnings per registered share B in CHF 1 – 0.32 0.24
Comprehensive income statement
Net result – 1 241 910
Recognised actuarial result on defined benefit pension plans – 5 273 – 1 156
Translation differences – 101 0
Income taxes on other comprehensive income 1 258 246
Total comprehensive income – 5 357 0
Statement of cash flows
Net result – 1 241
Income taxes 336
Earnings before interest and taxes (EBIT) – 1 577
Other non-cash expenses and income 1 577
Net cash from operating activities (cash flow) 0
The full consolidation method is used, under which all assets, liabilities, income and ex-penses of the subsidiaries are included in the consolidated finan cial statements. The share of net assets and net profit or loss attribut-able to minority shareholders is presented separately as non-controlling interest on the consolidated statement of financial position, and separately as non-controlling interest in the consolidated income statement.
■■
■■ ASSOCIATES
Associates are entities in which the Kuoni Group is able to exercise significant influ-ence, but not control, over the financial and operating policies. The consolidated financial statements include in the financial result the Group’s share of the total recognised gains and losses of associates on an equity accounting basis, from the date significant influence commences until the date it ceases. When the Group’s share of losses exceeds the carrying amount of the associate, the carrying amount is reduced to nil and the recognition of further losses is discontinued except to the extent that the Group has incurred further obligations in respect of the associate.
■■
■■ JOINT VENTURES
Joint Ventures are entities which the Kuoni Group cooperatively manages with a joint venture partner, and whereby the Kuoni Group is heavily involved in the manage- ment. The consolidated financial statements include in the operating result the Group’s share of the total recognised gains and losses of joint ventures on an equity account-ing basis, from the date joint management commences until the date it ceases. When the Group’s share of losses exceeds the carry-ing amount of the joint venture, the carrycarry-ing amount is reduced to nil and the recognition of further losses is discontinued except to the extent that the Group has incurred further obligations in respect of the joint venture.
■■
■■ INTRAGROUP TRANSACTIONS AND BALANCES
All intragroup transactions and balances and any unrealised gains and losses or income and expenses arising from intragroup trans-actions are eliminated in the consolidation process.
■■
■■ FOREIGN CURRENCY TRANSACTIONS
Transactions in foreign currencies are trans-lated at the exchange rate on the date of the transaction. Monetary assets and liabilities in foreign currencies are translated at year-end rates. Non-monetary assets and liabilities in foreign currencies that are stated at histor-ical cost are translated at the exchange rate on the date of the transaction. Non-monetary assets and liabilities in foreign currencies that are stated at fair value are translated at the exchange rate at the date the values were determined. Foreign exchange gains or losses arising from translation are recog-nised in the income statement.
■■
■■ CONSOLIDATION OF FOREIGN SUBSIDIARIES
The consolidated financial statements are presented in Swiss francs (CHF). The finan-cial statements of foreign subsidiaries are prepared in their functional currency. Assets and liabilities (including goodwill and fair-value adjustments) of foreign subsidiaries are translated to CHF at year-end exchange rates. Revenue, expenses and cash flow amounts are translated at weighted average ex change rates. Foreign exchange differences arising from the translation of foreign subsidiaries are recognised directly in equity respectively other comprehensive income as a translation difference.
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■■ TURNOVER
The Group renders a wide range of travel services. The revenue from rendering
statement at the time when the significant risks and rewards are transferred to the cus-tomer. This is generally the case on the date of departure or, in the case of Destination & Ac-commodation Services, on the date of arrival. Turnover comprises net sales revenues (after deduction of sales tax or value-added tax, discounts and commission) from the Tour Operating and Destination & Accommodation Services as well as the commission received from leisure travel retailing.
■■
■■ DIRECT COSTS
Direct costs include all directly allocable airline, ship, rail, hotel, car rental and similar costs. Direct costs also include the currency gains or losses from exchange rate differ-ences realised or incurred by individual sub-sidiaries in the course of their operations.
■■
■■ EMPLOYEE BENEFITS
Wages, salaries, social security contributions, paid vacation and sickness-related absences, bonuses and non-monetary benefits are al-located to and shown in the year in which the employee provided the service concerned for the Kuoni Group. Where Kuoni provides long-term employee benefits, the costs are accrued to match the service to be provided by the employee, and the liabilities of the Kuoni Group are discounted to take account of the time value of money where the effects are significant.
■■
■■ SHARE-BASED COMPENSATION Certain employees participate in share-based employee participation plans, i.e. programmes based on equity instruments of Kuoni Travel Holding Ltd. For all share-based employee compensation, the current market value of the shares concerned is determined on the date the entitlement is granted, and is debited to personnel expense on the corre-sponding income statements throughout the period until the entitlement is awarded.
With all employee participation plans under which equity instruments are awarded, the compensation paid and any further amounts resulting from the exercising of such benefits are shown as increases in equity. In the case of cash-based employee participation plans, the compensation awarded is shown as a lia-bility at its fair value on the balance sheet date.
■■
■■ RETIREMENT BENEFITS
State retirement benefits are provided in the majority of countries in which the Kuoni Group operates. The Group has additionally set up a number of legally independent re-tirement bene fit plans or insurance schemes in the following countries, which are generally funded by the employee and the employer: Defined benefit plans: Switzerland, the United Kingdom and Norway.
Defined contribution plans: The United Kingdom, Italy, France, Sweden, Denmark, Norway, the Netherlands, Austria, the USA, India and Japan.
Defined benefit plans
The plans are funded by the Group’s sub-sidiaries (employer) and the employees. Employer’s contributions to defined contribu-tion plans are recognised as an expense in the income statement when incurred. The Group’s net obligation in respect of defined benefit pension plans is calculated separately for each plan by estimating the amount of future benefits employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.
The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When
present value of economic benefits, con-sideration is given to any applicable minimum funding requirements.
Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses on defined benefit liability, the return on plan assets (excluding interest) and the ef - fect of the asset ceiling (if any, excluding interest), are recognised immediately in other comprehensive income. The Group deter-mines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the net defined benefit liability (asset), taking into account any changes in the net defined bene-fit liability (asset) during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognised in the income statement.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognised in in-come statement. The Group recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs. Defined contribution plans
Obligations for contributions to defined con-tribution plans are expensed as the related service is provided. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available.
■■
■■ OPERATING LEASE PAYMENTS Leases where all the major risks and rewards of ownership are effectively retained by
Details of the treatment of finance leases are provided under the accounting policy for tangible fixed assets.
■■
■■ DEPRECIATION
Depreciation includes the periodic consump-tion of tangible fixed assets and the other intangible assets. It includes depreciation on buildings and other tangible fixed assets as well as on the other intangible assets, which were bought by Kuoni directly. Intangible as-sets capitalised in the course of acquisitions are presented separately (amortisation).
■■
■■ AMORTISATION
Amortisation includes the periodic con-sumption of intangible assets capitalised in the course of acquisitions.
■■
■■ INCOME TAXES
Income tax on the profit or loss for the year comprises current and deferred taxes, based on the local tax rates expected to apply for each Group company. Income tax is recog-nised in the income statement except to the extent that it relates to items recognised in other comprehensive income in which case it is recognised in other comprehensive income.
Current income tax is the expected tax pay-able on the taxpay-able income for the year, calculated using tax rates enacted or substan- tially enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.
Deferred tax is provided using the statement of financial position liability method, providing for temporary differences between the carry-ing amounts of assets and liabilities for finan-cial reporting purposes and the amounts used
of subsidiaries are recognised, unless divi-dend payments to the ultimate Group holding company are not planned for the foreseeable future. The amount of deferred tax recognised is based on the expected manner of realisa-tion or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantially enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future tax-able profits will be availtax-able against which the asset can be utilised.
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■■ TANGIBLE FIXED ASSETS
Tangible fixed assets are stated at cost less accumulated depreciation and impairment losses. Where an item of tangible fixed as- sets comprises major components having different useful lives, they are accounted for as separate tangible fixed asset items. The capitalisation of subsequent costs is evalu-ated under the general recognition principle for such assets at the time they are incurred. Long-term leases of tangible fixed assets where the Group has substantially all the risks and rewards of ownership are classified as finance leases. Tangible fixed assets acquired by way of finance lease are stated at an amount equal to the lower of their fair value and the present value of the mini-mum lease payments at the inception of the lease, less accumulated depreciation and any impairment losses. The related liabilities are recognised as non-current or current liabilities. The interest expense component of finance lease payments is recognised in the income statement using the effective interest rate method.
Depreciation is charged to the income state-ment on a straight-line basis over the estimated useful lives of the items of tangible fixed assets (owned assets and assets under finance leases and/or components thereof) concerned. Land is not depreciated.
Years Buildings 20– 50
Other tangible fixed assets:
Fixtures and equipment 10
Fixtures and equipment
at point of sale 8
IT hardware, office
equipment and vehicles 5
Personal computers and
office machines 3
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■■ INTANGIBLE ASSETS
Intangible assets comprise software, licen- ces, trademark rights and similar rights acquired from third parties or in a business combination. Intangible assets acquired in a business combination are recognised separately from goodwill if they are subject to contractual or legal rights or are separately transferable and their fair value can be reli-ably estimated. Intangible assets are stated at cost less accumulated depreciation and impairment losses. They are depreciated on a straight-line basis over their expected useful lives of three to ten years.
The Group does not have any intangible assets with indefinite useful lives, except for goodwill.
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■■ GOODWILL
All business combinations are accounted for by applying the acquisition method. Good- will arising from the acquisition of a subsidi-ary represents the excess of the cost of the acquisition over the fair value of the net identifiable assets acquired, and is allocated to cash-generating units. In respect of as- sociates, the carrying amount of goodwill is included in the carrying amount of the investment in the associate/joint venture. Pur-chase price adjustments prior to 1 January 2010 are still effected via goodwill. Goodwill is stated at cost less accumulated impairment losses. Goodwill is tested at least annually for impairment.
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■■ FINANCIAL INVESTMENTS The Group has investments classified as “at cost” which include minority investments in non-listed companies.
Time deposits (with a maturity exceeding twelve months from the date of acquisition), long-term loans and other long-term receiv-ables are stated at their amortised cost less impairment losses. Interest is recognised using the effective interest rate method. The Group does not have any instruments classi-fied as “at fair value through profit and loss” (trading), with the exception of derivative financial instruments (see the accounting policy on derivative financial instruments)
■■
■■ TIME DEPOSITS, LOANS AND ACCOUNTS RECEIVABLE Time deposits (with a maturity bet ween three and twelve months from the date of acquisi-tion), short-term loans and accounts receiv-able are stated at their cost less impairment losses. Impairment losses are recognised on an individual basis, or on a portfolio basis (for accounts receivable), where there is objec-tive evidence that impairment losses have been incurred. The allowance on bad debt and the receivable is written off if there are clear indicators (such as a certificate of unpaid debts) that the receivable is not collectable.
■■
■■ CASH AND CASH EQUIVALENTS Cash and cash equivalents contain cash balances, postal giro accounts and bank current accounts as well as time deposits and money market investments with a maturity not exceeding three months at the date of acquisition.
■■
■■ IMPAIRMENT
The carrying amounts of the Group’s assets (other than deferred tax assets and pension assets, for which separate accounting po l -
sheet date to determine whether there is any indication of impairment. If any such indica-tion exists, the asset’s recoverable amount is estimated. Goodwill is tested at least annually for impairment.
An impairment loss is recognised in the in- come statement whenever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount of loans and other receivables carried at amortised cost is calculated as the present value of estimated future cash flows, dis counted at the original effective interest rate inherent in the asset. Receivables with a short duration carried at cost are not discounted. The recoverable amount of available-for-sale securities is their fair value. The recoverable amount of other assets is the greater of their fair value less costs to sell and their value in use.
An impairment loss in respect of goodwill is not reversed. An impairment loss in respect of other assets is reversed if there has been a change in the estimates used to determine the recoverable amount. Reversals of im-pairment losses are recognised in the income statement.
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■■ TREASURY SHARES
When the Company or its subsidiaries purchase the Company’s own shares, the consider ation paid, including any directly attributable costs, is presented as treasury shares and deducted from equity. Where such shares are subsequently sold or reissued, any consideration received is included in equity.
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■■ FINANCIAL DEBT
Financial debt is initially recognised at fair value, less attributable transaction costs.
expense over the borrowing period. The contingent purchase price payments from acquisitions, which are made after 1 January 2010, are recognised in the income statement. No changes were made to the fair value of the contingent purchase price payments in the reporting year.
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■■ PROVISIONS
A provision is recognised in the statement of financial position when the Group has a present legal or constructive obligation as a result of a past event, when it is probable that an outflow of economic benefits will be required to settle the obligation and when a reliable estimate can be made of the amount of the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. A provision for onerous contracts is rec-ognised when the expected benefits to be derived by the Group from a contract are lower than the unavoidable cost of meeting its obligations under the contract.
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■■ CONTINGENT LIABILITIES
Contingent liabilities are possible obligations arising from past events whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the Group’s control. They may also be present obligations that are unrecognised because the future outflow of resources is not probable or the amount concerned cannot be reliably determined. Contingent liabilities are not recognised in the statement of financial position, but are disclosed.
■■
■■ ACCOUNTS PAYABLE
■■
■■ DERIVATIVE FINANCIAL INSTRUMENTS
The Group uses derivative financial instru-ments primarily to hedge its exposure to foreign exchange risks arising from opera-tional, financing and investment activities. The Group largely uses forward-exchange contracts, currency options and aviation fuel options for this purpose. In accordance with internal Group accounting principles, deriva-tive financial instruments are not used for trading purposes. However, derivatives used for hedging purposes that do not qualify as hedge accounting are accounted for as trading instruments.
All derivative financial instruments were recognised at market value for the first time. After the first-time recognition, the derivative financial instruments are recognised at their market value and reported under accounts receivable/other receivables or accounts payable/other payables. Any gains or losses on the remeasurement of the fair value of derivative financial instruments that do not qualify for hedge accounting are recognised immediately in the income statement. The fair value of the instruments used is the calcu-lated amount that the Group would receive or pay to terminate the contracts at the balance sheet date, based on quotes from indepen- dent counterparties.
■■
■■ HEDGING Cash flow hedges
Where a derivative financial instrument is de- signated as a foreign currency hedge of the variability in cash flows of a firm commitment or a highly probable forecasted transaction, the effective part of any gain or loss on the derivative financial instrument is recognised directly in other comprehensive income.
Con-non-financial asset or liability, the cumulative gain or loss is removed from other compre-hensive income and included in the initial cost of the non-financial asset or liability. Otherwise, the cumulative gain or loss is removed from equity and recognised in the income statement at the same time as the hedged transaction. The ineffective part of any gain or loss is recognised immediately in the income statement.
When a hedging instrument expires or is sold, terminated or exercised, or the entity revokes the designation of the hedge rela-tionship but the hedged forecast transac-tion is still expected to occur, the cumulative gain or loss at that point remains in other comprehensive income and is recognised in accordance with the above policy when the transaction occurs.
If the hedged transaction is no longer expect-ed to take place, the cumulative unrealisexpect-ed gain or loss recognised in other comprehen-sive income is recognised immediately in the income statement.
Hedging of monetary assets and liabilities
Where a derivative financial instrument is used to economically hedge the foreign exchange exposure of a recognised monetary asset or liability, no hedge accounting is applied, and any gain or loss on the hedging instrument is recognised in the income statement. Related foreign exchange gains and losses are also recognised in the in- come statement as incurred.
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■■ NON-CURRENT ASSETS HELD FOR SALE AND DISPOSAL GROUPS Non-current assets (or disposal groups) are classified as held for sale if their carry-ing amount will be recovered principally through a sale transaction rather than from continuing use. The asset (or disposal group) must be available for immediate sale in its
probable. Immediately before reclassification as held for sale, the measurement of the as-sets (and all asas-sets and liabilities in a disposal group) is brought up to date in accordance with the applicable accounting standards. On initial reclassification as held for sale, non-current assets and disposal groups are rec-ognised at the lower of their carrying amount or fair value less costs to sell. Any impairment losses on initial classification as held for sale are recognised in the income statement.
■■
■■ SEGMENT REPORTING
A segment is a distinguishable component of the Group which provides products and/or services in a particular geographical area or a particular tourism activity and for which separate financial information is available. The results of the Group’s operating seg- ments are regularly reviewed by the Board of Directors (as the Group’s chief operating decision-maker) to determine how resources should be distributed and performance po- tential assessed. Segments are managed at the EBIT level.
The segment reporting reflects the manage-ment structure implemanage-mented within the Kuoni Group. This divides up Tour Operating based on the geographical location of the revenue generating Group company, which in turn largely corresponds to the origin of the customers concerned. The same geographical breakdown based on the location of the Group company would be less meaningful for the activities of Destination & Accommoda-tion Services, which largely provides services at holiday destinations.
The Group’s reportable segments are Group Travel, FIT (Fully Independent Traveller), Outbound Nordic, Outbound Europe/Asia, Destination Management Specialists and VFS Global.
Group Travel includes B2B group travel business. These activities focus on creating
operators as well as online and offline travel agents. These business partners buy these group arrangements from Kuoni and then offer them to their own customers in local source markets.
FIT (Fully Independent Traveller) populates Kuoni’s own worldwide databases with a wide range of different travel services. The majority of these services are overnight hotel stays, but they also include individual and regular transfer services, city tours and ex-cursions, tickets, tour guide services and res-taurants, all of which can be booked online. The business models in FIT are based on B2B relationships with various business partners like tour operators, online and offline travel agents as well as aggregators.
Outbound Nordic includes the Sweden, Nor-way, Denmark and Finland markets with its brand Apollo and Falk Lauritsen (only in Den-mark), as well as the Scandinavian airline No-vair and the “Playitas” sports and family holi-day resort on Fuerteventura, Spain. Most of the products sold in Scandinavia and Finland are easy-to-book package holidays to short, medium and long-haul beach destinations. Outbound Europe/Asia includes all the mar-kets in Europe and Asia that are operated under the Kuoni brand, its sub-brands and specialist brands, i.e. the markets of Switzer-land, United Kingdom, Benelux (Netherlands and Belgium), India and China/Hong Kong. Most of the business done in these markets falls into the category of premium-sector tour operating, and is focused on individual and tailor-made holiday travel. Package holidays are only offered as an additional line in the Swiss market.
The Destination Management Specialists focus on their core destinations and core styles of travel, and they pride themselves on being able to meet the most exacting cus-tomer requirements. Destination management specialists are local experts with offices in the holiday destinations themselves. Kuoni
management companies in the USA, Africa, Middle East, India and Asia/Pacific. VFS Global takes over the external, non-judgmental, administrative parts of the visa application and other consular processes for diplomatic missions and governments worldwide.
Interdivisional revenues are accounted for at market rates. The reportable segments apply the same accounting principles as the Group.
All operational assets and liabilities which can be directly or reasonably assigned to a reportable segment are shown within the divisions concerned.
■■
■■ EARNINGS PER SHARE (EPS) Earnings per share are calculated by divid - ing the net result attributable to Kuoni Travel Holding Ltd. shareholders by the weighted average number of registered shares entitled to dividends during the year under review.
Diluted earnings per share further take into account any dilution effect which might have resulted from the exercise of options.
■■
■■ KEY JUDGEMENTS, MANAGEMENT ESTIMATES AND ASSUMPTIONS When preparing the consolidated financial statements, management must make deci-sions, assessments and assumptions that have an impact on earnings, expenditure, assets and liabilities. The actual results may differ from these management assessments. Estimates and underlying assumptions are reviewed on an ongoing basis and are based on past findings and various other factors. Changes in accounting estimates may be
The key assumptions about the future and key sources of estimation uncertainty that have a significant risk of causing a material adjust-ment to the carrying values of assets and liabilities within the next twelve months are described below. On the basis of the informa-tion currently available, they are considered to be appropriate.
Employee pension plans
Some employees of the Kuoni Group are insured with pension plans with defined benefits. The calculation of the recognised balances (CHF 19.1 million) and liabilities (CHF 4.1 million) in respect of these facilities is based on statistical and insurance-mathematical cal-culations of the actuaries. In doing so, the cash value of the performance-oriented liabilities relating to changing the discount rate, salary development and expected mor-tality rate are very sensitive in particular. In addition, the actuaries depending on the Kuoni Group use statistical data, such as the likelihood of withdrawals and life expectancy of the policyholders. Deviations from the assumptions can have an influence on the future reporting periods of recognised bal-ances and liabilities with the employee pen-sion plans.
When measuring the pension liabilities, the Kuoni Group does not consider the so-called risk sharing between employer and employ-ees inasmuch possible.
Tangible fixed assets, goodwill and other intangible assets
The Kuoni Group has tangible fixed assets with a carrying value of CHF 166 million (see note 13), other intangible assets with a carrying value of CHF 264 million (see note 15) and goodwill with a carrying value
reviewed if there is any indication of impair-ment. To assess if any impairment exists, esti-mates are made of the future cash flows ex-pected to result from the use of the asset and its eventual disposal. Actual outcomes could vary significantly from such estimates of dis-counted future cash flows. Factors such as changes in the planned use of buildings, the presence or absence of competition, techni-cal obsolescence or lower than anticipated turnover from cash-generating units with capitalised goodwill could result in shortened useful lives or impairment.
Provisions for warranties and onerous contracts
Group companies may become involved in warranty proceedings or onerous contracts in the course of their ordinary operating ac-tivities. Provisions for warranties and onerous contracts are measured on the basis of the information available and a realistic estimate of the expected outflow of resources. The outcome of these proceedings may result in claims against the Kuoni Group that cannot be met at all or in full through provisions or insurance cover.
Litigation provisions
The Kuoni Group is party to various legal pro- ceedings. Further claims could also arise which might not be covered by existing liabili-ties or by insurance. Moreover, no assurance can be given that the extent of such matters will not increase, or that possible future lawsuits, claims or proceedings will not be material. Any such changes that arise could impact the litigation provisions recognised in the statement of financial position in future periods.
CHF 38.2 million (see note 24). Significant estimates are required in determining the current and deferred tax assets and liabi-lities. Some of these estimates are based on interpretations of existing tax laws and regulations. Management believes that these estimates are reasonable and that the recognised liabilities for income-tax-related uncertainties are adequate. Various internal and external factors may have fa vourable or unfavourable effects on income tax assets and liabilities. These factors include, but are not limited to, changes in tax laws and re- gulations or their interpretation, and changes in tax rates. Any such changes that arise could impact the current and deferred in-come tax assets and liabilities recognised in the statement of financial position in future periods. Furthermore, in order to determine whether tax loss carryforwards may be car-ried as assets, it is first necessary to critically assess the probability of future taxable profits against which to offset them. Such profits depend themselves on a variety of in-fluencing factors and developments.
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■■ 1. EXCHANGE RATES
The following exchange rates were used for the Group’s most impor-tant currencies:
Year-end rates in CHF Average rates in CHF
Currency Unit 2013 2012 2013 2012 AED 1 0.242 0.249 0.252 0.255 AUD 1 0.794 0.951 0.897 0.971 DKK 1 0.164 0.162 0.165 0.162 EUR 1 1.225 1.207 1.231 1.205 GBP 1 1.471 1.478 1.450 1.486 HKD 1 0.115 0.118 0.120 0.121 INR 1 0.014 0.017 0.016 0.018 NOK 1 0.146 0.164 0.158 0.161 SEK 1 0.139 0.140 0.142 0.139 THB 1 0.027 0.030 0.030 0.030 USD 1 0.890 0.916 0.927 0.938 ■■
■■ 2. ACQUISITIONS AND DISPOSALS
■■
■■ ACQUISITIONS 2013
* None
■■
■■ DISPOSALS 2013
* Kuoni Italy S.P.A., Milan
(100% sold 28 February 2013), Tour Operating * Voyage Kuoni S.A., Paris
(100% sold 31 March 2013), Tour Operating
In addition, the shareholdings in the following company were increased in the course of the year:
■■
■■ ACQUISITIONS 2012
* Royal Tours Namibia (Pty) Ltd., Windhoek (100% acquired 1 June 2012),
Destination & Accommodation Services
■■
■■ DISPOSALS 2012
* Ski Verbier Ltd., London
(100% sold 31 October 2012), Tour Operating * Kuoni Travel Netherland B.V., Amsterdam
(100% sold 30 November 2012), Tour Operating * Viajes Kuoni S.A., Madrid
(100% sold 30 November 2012), Tour Operating * UTE Megapolus Group Co. Ltd., Moscow
(92% sold 30 November 2012), Tour Operating
■■
■■ VALUES PER ACQUISITION/DISPOSAL OF SUBSIDIARIES
CHF million Total acquired 2013 Total sold 2013 Total acquired 2012 Total sold 2012
Tangible fixed assets 0.0 – 5.7 0.0 – 2.3
Goodwill 0.0 – 4.6 0.7 0.0
Other intangible assets 0.0 – 2.8 0.1 – 0.5
Other tangible assets 0.0 – 1.3 0.0 – 0.6
Cash and cash equivalents 0.0 – 31.9 0.1 – 9.1
Accounts receivable/other receivables 0.0 – 21.1 0.0 – 1.9
Prepaid expenses 0.0 – 8.0 0.0 – 10.9
Non-current liabilities 0.0 4.0 0.0 0.0
Current liabilities 0.0 44.6 0.0 20.2
Loss from sale of subsidiaries 0.0 26.8 0.0 5.1
Purchase price/sales price in cash 0.0 0.0 0.9 0.0
Cash and cash equivalents acquired/transferred 0.0 31.9 – 0.1 9.1
Contractual restructuring costs from prior year sales 0.0 2.7 0.0 0.0
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■■ ACQUISITIONS 2013
In the reporting year no acquisitions were made.
■■
■■ ACQUISITIONS 2012
The company acquired in 2012 bases its annual financial statements on the local accounting principles that differ from the IFRS. Predomi-nantly, the fair value adjustments relate to intangible assets and the corresponding deferred taxes. The goodwill arising as part of the acquisition predominantly reflects the value of the expected pur-chase-specific synergies, business processes and employees taken over.
Due to its size, the acquisition made in 2012 is classified as being of minor importance. The purchase price for Royal Tours amounted to NAD 7.5 million (CHF 0.9 million) in cash. The company gener-ated net sales of CHF 0.9 million (seven months) and a balanced operating result in 2012.
If the acquisition had been carried out as of 1 January 2012, Kuoni Group would have posted net sales that would have been higher by CHF 0.3 million and the same operating result for the 2012 fiscal year.
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■■ 3. SEGMENT REPORTING
Information by
reportable segments Group Travel FIT (Fully Independent Traveller) Outbound Nordic Europe/AsiaOutbound
Destination Management
Specialists VFS Global Total reportable segments Corporate Integration cost GTS Kuoni GroupTotal
CHF 1000 2013 restated2012 2013 restated2012 2013 restated2012 2013 restated2012 2013 restated2012 2013 restated2012 2013 restated2012 2013 restated2012 2013 restated2012 2013 restated2012
External turnover 920 071 952 700 1 772 007 1 658 876 981 595 992 637 1 412 511 1 737 567 338 609 298 484 244 142 205 229 5 668 935 5 845 493
Turnover with other segments 22 601 11 238 29 867 43 646 613 517 1 082 865 78 774 101 776 0 0 132 937 158 042
Turnover of segments 942 672 963 938 1 801 874 1 702 522 982 208 993 154 1 413 593 1 738 432 417 383 400 260 244 142 205 229 5 801 872 6 003 535
Eliminations – 132 937 – 158 042
Turnover 5 668 935 5 845 493
GOP 165 653 170 445 224 107 213 761 188 152 184 147 280 274 318 494 69 094 61 240 178 260 154 380 1 105 540 1 102 467 1 105 540 1 102 467
GOP – margin 17.6% 17.7% 12.4% 12.6% 19.2% 18.5% 19.8% 18.3% 16.6% 15.3% 73.1% 75.3% 19.5% 18.9%
Share in result from joint ventures – 2 723 – 382 – 2 723 – 382 – 2 723 – 382
Depreciation – 1 772 – 2 070 – 8 885 – 10 681 – 4 717 – 3 170 – 12 435 – 15 969 – 2 678 – 2 274 – 9 993 – 9 277 – 40 480 – 43 441 – 7 891 – 8 077 – 48 371 – 51 518
Earnings before interest,
tax and amortisation (EBITA) 26 828 21 669 74 482 68 405 37 761 40 552 34 127 – 33 668 6 412 12 340 40 209 35 526 219 819 144 824 – 23 729 – 21 823 – 4 656 – 5 286 191 434 117 715
EBITA – margin 2.8% 2.3% 4.1% 4.0% 3.8% 4.1% 2.4% – 1.9% 1.5% 3.1% 16.5% 17.3% 3.4% 2.0%
Amortisation – 4 588 – 4 804 – 21 496 – 21 040 – 987 – 1 090 – 6 325 – 8 176 – 3 865 – 3 671 0 0 – 37 261 – 38 781 – 37 261 – 38 781
Impairment 0 – 27 233 0 – 27 233 0 – 27 233
Earnings before interest and taxes (EBIT) 22 240 16 865 52 986 47 365 36 774 39 462 27 802 – 69 077 2 547 8 669 40 209 35 526 182 558 78 810 – 23 729 – 21 823 – 4 656 – 5 286 154 173 51 701
EBIT – margin 2.4% 1.8% 2.9% 2.8% 3.7% 4.0% 2.0% – 4.0% 0.6% 2.2% 16.5% 17.3% 2.7% 0.9%
Share in result from associates 108 – 1 407 108 – 1 407 – 97 119 11 – 1 288
Other financial result – 52 047 – 44 334 – 52 047 – 44 334
Result before taxes 22 240 16 865 52 986 47 365 36 774 39 462 27 910 – 70 484 2 547 8 669 40 209 35 526 182 666 77 403 – 75 873 – 66 038 – 4 656 – 5 286 102 137 6 079
Assets 309 470 429 971 989 039 953 745 250 980 261 007 487 746 663 367 216 236 226 238 164 525 125 561 2 417 996 2 659 889 – 25 420 1 – 258 152 1 2 392 576 2 401 737
Liabilities 216 734 331 701 417 224 361 488 214 893 228 296 384 653 605 761 117 450 127 109 59 653 51 075 1 410 607 1 705 430 202 919 1 – 2 721 1 1 613 526 1 702 709
Capital expenditure 7 569 3 815 6 315 11 298 4 795 6 789 6 663 9 706 2 721 3 389 14 343 15 252 42 406 50 249 3 645 8 170 46 051 58 419
Investments in joint ventures and associates 2 913 426 2 913 426 0 0 2 913 426
Total assets of joint ventures and associates 875 865 237 44 1 112 909 14 236 2 389 15 348 3 298
Number of staff (full-time equivalents):
* annual average 1 660 1 767 1 332 1 338 860 836 3 156 3 967 1 816 1 683 2 666 2 573 11 490 12 164 131 115 0 0 11 621 12 279
* at year-end 1 633 1 726 1 366 1 321 867 893 2 928 3 680 1 794 1 741 2 752 2 615 11 340 11 976 138 114 0 0 11 478 12 090
1 The assets and liabilities shown under “Corporate” include the Corporate items from the statement of financial position and the financial assets/liabilities and tax assets/liabilities of the Kuoni Group and the resulting expenses/income.
