KOÇ HOLDİNG A.Ş. CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2013 TOGETHER WITH THE INDEPENDENT AUDITORS REPORT - PDF

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CONSOLIDATED AT 31 DECEMBER 2013 TOGETHER WITH THE INDEPENDENT AUDITORS REPORT (CONVENIENCE TRANSLATION INTO ENGLISH OF THE INDEPENDENT AUDITORS REPORT AND CONSOLIDATED ORIGINALLY ISSUED IN TURKISH) 131

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CONSOLIDATED AT 31 DECEMBER 2013 TOGETHER WITH THE INDEPENDENT AUDITORS REPORT (CONVENIENCE TRANSLATION INTO ENGLISH OF THE INDEPENDENT AUDITORS REPORT AND CONSOLIDATED ORIGINALLY ISSUED IN TURKISH) 131 CONSOLIDATED BALANCE SHEETS AT 31 DECEMBER 2013 AND (2) Restated 2012 Notes (1) EUR 000 (1) USD 000 TL 000 TL 000 ASSETS Current assets: Cash and cash equivalents Financial assets Trade receivables Related parties Third parties Receivables from finance sector operations Derivative instruments Inventories Other current assets Assets held for sale Total current assets Non-current assets: Financial assets Joint Ventures accounted for using the equity method Trade receivables Related parties Third parties Receivables from finance sector operations Derivative instruments Investment properties Property, plant and equipment Intangible assets Goodwill Deferred tax assets Other non-current assets Total non-current assets Total assets (1) Euro ( EUR ) and US Dollar ( USD ) amounts presented above have been translated from Turkish Lira ( TL ) for convenience purposes only, at the official TL bid rate announced by the Central Bank of the Republic of Turkey ( CBRT ) at 31 December 2013, and therefore do not form part of these consolidated financial statements (Note 2.1.3). (2) Financial statements of prior periods are restated in accordance with the changes in accounting policies resulting from the new standards, amendments and interpretations effective from 1 January 2013 and Communiqué on the Principles of Financial Reporting announced by Capital Markets Board ( CMB ). The effects of restatement are disclosed in Note 2.3. These consolidated financial statements as of and for the year ended 31 December 2013 have been approved for issue by the Board of Directors ( BOD ) on 21 February 2014 and signed on behalf of the BOD by the CFO (Chief Financial Officer), Ahmet F. Ashaboğlu and by Accounting Director, Emine Alangoya. These consolidated financial statements will be finalized following their approval in the General Assembly. The accompanying notes form an integral part of these consolidated financial statements. 134 KOÇ HOLDİNG ANNUAL REPORT 2013 CONSOLIDATED BALANCE SHEETS AT 31 DECEMBER 2013 AND 2012 (2) Restated Notes (1) EUR 000 (1) USD 000 TL 000 TL 000 LIABILITIES Current liabilities: Short term borrowings Short term portion of long term borrowings Trade payables Related parties Third parties Other payables Derivative financial instruments Current income tax liabilities Provisions Other current liabilities Liabilities held for sale Total current liabilities Non-current liabilities: Long term borrowings Derivative financial instruments Provisions for employee benefits Provisions Deferred tax liabilities Other non-current liabilities Total non-current liabilities Total liabilities Equity: Paid-in share capital Adjustment to share capital Total share capital Share premium Other comprehensive income/expense not to be reclassified to profit or loss (1.274) Other comprehensive income/expense to be reclassified to profit or loss 21 (24.842) (34.180) (72.950) Restricted reserves Prior years income Profit for the period Equity holders of the parent Non-controlling interest Total equity Total liabilities and equity Commitments and contingent liabilities 31 (1) Euro ( EUR ) and US Dollar ( USD ) amounts presented above have been translated from Turkish Lira ( TL ) for convenience purposes only, at the official TL bid rate announced by the Central Bank of the Republic of Turkey ( CBRT ) at 31 December 2013, and therefore do not form part of these consolidated financial statements (Note 2.1.3). (2) Financial statements of prior periods are restated in accordance with the changes in accounting policies resulting from the new standards, amendments and interpretations effective from 1 January 2013 and Communiqué on the Principles of Financial Reporting announced by CMB. The effects of restatement are disclosed in Note 2.3. The accompanying notes form an integral part of these consolidated financial statements. 135 CONSOLIDATED STATEMENTS OF INCOME AT 31 DECEMBER 2013 AND 2012 Notes 2013 (*) EUR (*) USD (2) Restated 2012 TL 000 TL 000 Revenue Revenue from finance sector operations Total revenue Cost of sales (-) 24 ( ) ( ) ( ) ( ) Cost of finance sector operations (-) (59.671) (79.256) ( ) ( ) Total costs ( ) ( ) ( ) ( ) Gross profit non-finance Gross profit finance Gross profit Marketing, selling and distribution expenses (-) 24 ( ) ( ) ( ) ( ) General administrative expenses (-) 24 ( ) ( ) ( ) ( ) Research and development expenses (-) 24 (53.327) (70.830) ( ) ( ) Other operating income Other operating expenses (-) 25 ( ) ( ) ( ) ( ) Share of profit/loss of Joint Ventures Operating profit Gains from investment activities Losses from investment activities (-) 26 (9.490) (12.605) (23.966) (46.576) Operating profit before financial income/(expense) Financial income Financial expense (-) 27 ( ) ( ) ( ) ( ) Profit before tax Tax income/(expense) (33.941) -Current income tax expense (-) 16 ( ) ( ) ( ) ( ) -Deferred tax income Profit for the period Attributable to: Non-controlling interest Equity holders of the parent Earnings per share (Kr) 34 1,057 0,916 (1) EUR and USD amounts presented above have been translated from TL for convenience purposes only, at the EUR and USD average CBRT bid rates for the year ended 31 December 2013, and therefore do not form part of these consolidated financial statements (Note 2.1.3). (2) Financial statements of prior periods are restated in accordance with the changes in accounting policies resulting from the new standards, amendments and interpretations effective from 1 January 2013 and Communiqué on the Principles of Financial Reporting announced by CMB. The effects of restatement are disclosed in Note 2.3. The accompanying notes form an integral part of these consolidated financial statements. 136 KOÇ HOLDİNG ANNUAL REPORT 2013 CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME AT 31 DECEMBER 2013 AND (*) EUR (*) USD TL 000 (2) Restated 2012 TL 000 Profit for the period Other comprehensive income: Items to be reclassified to profit/loss: Non-current assets revaluation fund Tax effect Actuarial gains/loss on defined benefit plans Actuarial loss/gain (1.682) (2.234) (4.248) (1.146) Tax effect (1.345) (1.787) (3.398) (917) Items to be reclassified to profit/loss: Financial assets fair value reserve Fair value gains/losses on financial assets (6.271) (8.329) (15.836) (2.008) Tax effect (5.957) (7.912) (15.043) (1.910) Hedging reserve Cumulative gains/losses on hedging (71.348) (94.765) ( ) Tax effect (56.331) (74.820) ( ) Currency translation differences (73.468) Share of other comprehensive income/expense of Joint Ventures ( ) ( ) ( ) Other comprehensive income (after tax) ( ) ( ) ( ) Total comprehensive income Attributable to: Non-controlling interest Equity holders of the parent (1) EUR and USD amounts presented above have been translated from TL for convenience purposes only, at the EUR and USD average CBRT bid rates for the year ended 31 December 2013, and therefore do not form part of these consolidated financial statements (Note 2.1.3). (2) Financial statements of prior periods are restated in accordance with the changes in accounting policies resulting from the new standards, amendments and interpretations effective from 1 January 2013 and Communiqué on the Principles of Financial Reporting announced by CMB. The effects of restatement are disclosed in Note 2.3. The accompanying notes form an integral part of these consolidated financial statements. 137 CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED 31 DECEMBER 2013 AND 2012 Capital Items not to be reclassified to profit/loss Items to be reclassified to profit/loss Retained earnings Paid-in share capital Adjustment to share capital Share premium Non-current assets revaluation fund Actuarial loss/gain Currency translat differences ion Hedging reserve Financial assets fair value reserve Restricted reserves Profit for the period Prior years income Equity holders of the parent Non controlling interests Total equity Balances at 1 January as previously reported ( ) (4.244) Changes in accounting policies: -TFRS 11 (Note 2.3) ( ) ( ) -TAS 19 (Note 2.3) (15.917) Balances at 1 January 2012-as restated (15.917) ( ) (4.244) Transfers ( ) Capital increases Dividends paid ( ) ( ) ( ) ( ) Transactions with non-controlling interests (1.554) (1.554) (3.640) (5.194) Total comprehensive income (3.902) (9.270) (36.219) (38.015) Balances at 31 December (25.187) ( ) Balances at 1 January 2013-as previously reported ( ) Changes in accounting policies: -TFRS 11 (Note 2.3) ( ) ( ) -TAS 19 (Note 2.3) (25.187) Balances at 1 January 2013-as restated (25.187) ( ) Transfers ( ) Dividends paid ( ) ( ) ( ) ( ) Sale of a subsidiary (1) (19.331) (19.331) Transactions with non-controlling interests (2) ( ) ( ) Total comprehensive income (2.987) (36.122) ( ) Balances at 31 December (28.174) ( ) (19.251) (1) Arising from the sale of Tat Tohumculuk shares. (2) Arising from the purchase of 2% of shares of Enerji Yatırımları A.Ş. from non-controlling interests (Note b). The accompanying notes form an integral part of these consolidated financial statements. 138 KOÇ HOLDİNG ANNUAL REPORT 2013 CONSOLIDATED STATEMENTS OF CASH FLOW FOR THE YEARS ENDED 31 DECEMBER 2013 AND 2012 Notes 2013 (1) EUR (1) USD TL 000 (2) Restated 2012 TL 000 A. Cash flows from operating activities: Profit for the period Adjustments to reconcile net cash generated: Adjustments to tax (income)/expenses ( ) ( ) ( ) Share of profit/loss of Joint Ventures 6 ( ) ( ) ( ) ( ) Dividend income from Joint Ventures (net) Participation to capital increases of Joint Ventures 6 (26.820) (35.623) (67.731) ( ) Depreciation and amortisation Changes in provisions Net interest expenses Loss on derivative instruments, net Exchange losses/(gains) on borrowings (net) ( ) Exchange (gains)/losses on cash and cash equivalents (net) ( ) ( ) ( ) Dividend income from financial assets 26 (10.333) (13.724) (26.094) (1.752) Gain on sale of property, plant and equipment and intangible assets (net) 26 (18.780) (24.944) (47.427) (1.278) Changes in net working capital Income taxes paid (97.978) ( ) ( ) ( ) Total cash flows from operating activities B. Cash flows from investing activities: Purchases of property, plant and equipment and intangible assets 3 ( ) ( ) ( ) ( ) Sale of property, plant and equipment and intangible assets Cash inflow from sale of a subsidiary (net) Sale and redemption of financial assets Acquisition of financial assets and capital contributions (38.120) (50.632) (96.267) (32.849) Dividend income from financial assets Transactions with non-controlling interests (20.942) (27.815) (52.885) (777) Total cash flows from investing activities ( ) ( ) ( ) ( ) C. Cash flows from financing activities: Share capital increases Dividend payments ( ) ( ) ( ) ( ) Cash flows from borrowings (net) Cash flows (used in)/provided by from derivative transactions (net) (19.518) (25.925) (49.291) Interest paid ( ) ( ) ( ) ( ) Interest received Total cash flows from financing activities Effects of foreign exchange rate changes on cash and cash equivalents ( ) Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the period Cash and cash equivalents at the end of the period (1) EUR and USD amounts presented above have been translated from TL for convenience purposes only, at the EUR and USD average CBRT bid rates for the year ended 31 December 2013, and therefore do not form part of these consolidated financial statements (Note 2.1.3). (2) Financial statements of prior periods are restated in accordance with the changes in accounting policies resulting from the new standards, amendments and interpretations effective from 1 January 2013 and Communiqué on the Principles of Financial Reporting announced by CMB. The effects of restatement are disclosed in Note 2.3. The accompanying notes form an integral part of these consolidated financial statements. 139 NOTE 1-GROUP S ORGANISATION AND NATURE OF OPERATIONS Koç Holding A.Ş. ( Koç Holding ) was established on 11 December 1963 in Turkey. Koç Holding s business activities include ensuring the establishment of participating in various companies and promoting the achievements of these companies; ensuring a more profitable, efficient management appropriate for current conditions and creating common service areas and therefore lightening the financial burden of these services on the companies. As of 31 December 2013, the number of personnel employed by the Parent Company Koç Holding, its Subsidiaries and Joint Ventures (together referred as the Group ) is (2012: ); divided into categories of white-collar (2012: ) and blue-collar workers (2012:43.667). The registered address of Koç Holding is as follows: Nakkaştepe Azizbey Sok. No: 1 Kuzguncuk-İSTANBUL Koç Holding is registered to the CMB and its shares have been quoted on the Borsa İstanbul ( BIST ) since 10 January As of 31 December 2013, the principal shareholders and their respective shareholding rates in Koç Holding are as follows: % Companies owned by Koç Family members 42,69 Koç Family members 25,82 Vehbi Koç Vakfı 7,15 Koç Holding Emekli ve Yardım Sandığı Vakfı 1,99 Other 22,35 100,00 Koç Holding is organized mainly in Turkey under five core business segments: Energy Automotive Consumer durables Finance Other (*) (*) Other operations of Group mainly comprise of food, retail, tourism, information technologies and construction, none of which are of a sufficient size to be reported separately. 140 KOÇ HOLDİNG ANNUAL REPORT 2013 NOTE 1-GROUP S ORGANISATION AND NATURE OF OPERATIONS (Continued) The subsidiaries ( Subsidiaries ), the joint ventures ( Joint Ventures ) included in the consolidation scope of Koç Holding, their country of incorporation, nature of business and their respective business segments are as follows: Energy Sector Subsidiaries Country of incorporation Nature of business Akpa Dayanıklı Tüketim LPG ve Akaryakıt Ürünleri Pazarlama A.Ş. ( Akpa ) Turkey Trading Anadoluhisarı Tankercilik A.Ş ( Anadoluhisarı Tankercilik ) Turkey Petroleum Shipping Aygaz A.Ş. ( Aygaz ) Turkey LPG Aygaz Doğal Gaz İletim A.Ş. ( Aygaz İletim ) Turkey LNG Aygaz Doğal Gaz Toptan Satış A.Ş. ( Aygaz Toptan Satış ) Turkey LNG Beykoz Tankercilik A.Ş. ( Beykoz Tankercilik ) Turkey Petroleum Shipping Demir Export A.Ş. ( Demir Export ) Turkey Mining Deniz İşletmeciliği ve Tic. A.Ş. ( Ditaş ) Turkey Petroleum Shipping Enerji Yatırımları A.Ş. ( Enerji Yatırımları ) Turkey Investment Kadıköy Tankercilik A.Ş. ( Kadıköy Tankercilik ) Turkey Petroleum Shipping Kandilli Tankercilik A.Ş. ( Kandilli Tankercilik ) Turkey Petroleum Shipping Karşıyaka Tankercilik A.Ş. ( Karşıyaka Tankercilik ) Turkey Petroleum Shipping Kartal Tankercilik A.Ş. ( Kartal Tankercilik ) Turkey Petroleum Shipping Kuleli Tankercilik A.Ş. ( Kuleli Tankercilik ) Turkey Petroleum Shipping Kuzguncuk Tankercilik A.Ş. ( Kuzguncuk Tankercilik ) Turkey Petroleum Shipping Maltepe Tankercilik A.Ş. ( Maltepe Tankercilik ) Turkey Petroleum Shipping Salacak Tankercilik A.Ş. ( Salacak Tankercilik ) Turkey Petroleum Shipping Sarıyer Tankercilik A.Ş. ( Sarıyer Tankercilik ) Turkey Petroleum Shipping T Damla Denizcilik A.Ş. ( T Damla Denizcilik ) Turkey Petroleum Shipping Türkiye Petrol Rafinerileri A.Ş. ( Tüpraş ) Turkey Production and Trading Üsküdar Tankercilik A.Ş. ( Üsküdar Tankercilik ) Turkey of Petroleum Products Petroleum Shipping Mogaz Petrol Gazları A.Ş. was merged with Aygaz A.Ş. on 22 January Ventures Joint Joint Venture Partner Country of incorporation Nature of business AES Enerji Ltd. ( AES Enerji ) AES Mont Blanc Holdings B.V. Turkey Power Generation AES Entek Elektrik Üretimi A.Ş. ( AES Entek ) AES Mont Blanc Holdings B.V. Turkey Power Generation Ayas Enerji Üretim ve Ticaret A.Ş. ( Ayas Enerji ) (1) Oyak Birleşik Enerji A.Ş. Turkey Power Generation Cenay Elektrik Üretim, İnşaat, Sanayi ve Ticaret Ltd. ( Cenay Elektrik ) AES Mont Blanc Holdings B.V. Turkey Power Generation Eltek Elektrik Enerjisi İthalat İhracat ve Toptan Ticaret A.Ş. ( Eltek ) AES Mont Blanc Holdings B.V. Turkey Power Generation Güney Tankercilik A.Ş. (Güney Tankercilik ) Türk Hava Yolları Turkey Petroleum Shipping Kumköy Enerji Üretim A.Ş. ( Kumköy Enerji ) AES Mont Blanc Holdings B.V. Turkey Power Generation Kuzey Tankercilik A.Ş. (Kuzey Tankercilik ) Türk Hava Yolları Turkey Petroleum Shipping Opet Fuchs Madeni Yağ.San. ve Tic. A.Ş. ( Opet Fuchs ) Fuchs Petrolub AG Turkey Lubricant Trading Opet Gıda ve İhtiyaç Mad. Tur. San. İç ve Dış Ticaret A.Ş. ( Opet Gıda ) (2) Öztürk Family Turkey - Opet International Limited ( Opet International ) Öztürk Family The UK Petroleum Products Trading Opet Petrolcülük A.Ş. ( Opet ) Öztürk Family Turkey Petroleum Products Trading Opet Trade B.V. ( Opet Trade BV ) Öztürk Family The Netherlands Petroleum Products Trading Opet Trade (Singapore) Pte. Ltd. ( Opet Singapore ) Öztürk Family Singapore Petroleum Products Trading Selen Elektrik Üretim A.Ş. ( Selen Elektrik ) AES Mont Blanc Holdings B.V. Turkey Power Generation Seymenoba Elektrik Üretim A.Ş. ( Seymenoba Elektrik ) AES Mont Blanc Holdings B.V. Turkey Power Generation THY Opet Havacılık Yakıtları A.Ş. ( THY Opet ) Türk Hava Yolları Turkey Petroleum Products Trading (1) In 2013, Ordu Yardımlaşma Kurumu transferred its shares to Oyak Birleşik Enerji A.Ş. (2) In the process of liquidation. 141 NOTE 1-GROUP S ORGANISATION AND NATURE OF OPERATIONS (Continued) Automotive Sector Subsidiaries Country of incorporation Nature of business Otokar Otobüs Karoseri Sanayi A.Ş. ( Otokar ) Turkey Production Otokoç Otomotiv Tic. ve San. A.Ş. ( Otokoç ) Turkey Trading Otokoç Sigorta Aracılık Hizmetleri A.Ş. ( Otokoç Sigorta ) Turkey Insurance Tasfiye Halinde Otoyol Sanayi A.Ş. ( Otoyol ) (*) Turkey - Joint Ventures Joint Venture Partner Country of incorporation Nature of business Fer Mas Oto Ticaret A.Ş. ( Fer-Mas ) Fiat Auto S.p.A. Turkey Trading Ford Otomotiv Sanayi A.Ş. ( Ford Otosan ) Ford Motor Co. Turkey Production Tofaş Türk Otomobil Fabrikası A.Ş. ( Tofaş ) Fiat Auto S.p.A. Turkey Production Türk Traktör ve Ziraat Makinaları A.Ş. ( Türk Traktör ) CNH Osterreich Gmbh Turkey Production (*) In the process of liquidation. Consumer Durables Sector Country of incorporation Nature of business Subsidiaries Archin Limited ( Archin ) (1) Hong Kong, China Trading Arçelik A.Ş. ( Arçelik ) Turkey Production/Sales ArcticPro SRL ( ArcticPro ) (1) Romania Service Ardutch B.V. ( Ardutch ) The Netherlands Holding Ardutch B.V. Taiwan ( Ardutch Taiwan ) Taiwan Procurement Beko A and NZ Pty Ltd. ( Beko Australia ) Australia Trading Beko Cesko ( Beko Cesko ) (1) Czech Republic Trading Beko Deutschland GmbH ( Beko Deutschland ) Germany Trading Beko Egypt Trading LLC ( Beko Egypt ) Egypt Trading Beko Electronics Espãna S.L. ( Beko Espana ) Spain Trading Beko France S.A.S. ( Beko France ) France Trading Beko Hong Kong Ltd. ( Beko Hong Kong ) (2) Hong Kong, China Procurement Beko Italy SRL ( Beko Italy ) Italy Trading Beko Llc ( Beko Russia ) Russia Production/Sales Beko Plc. ( Beko UK ) The UK Trading Beko Shanghai Trading Company Ltd. ( Beko Shanghai ) China Trading Beko Slovakia S.R.O. ( Beko Slovakia ) Slovakia Trading Beko S.A. ( Beko Polska ) Poland Trading Beko S.A. Czech Republic ( Beko Czech ) Czech Republic Trading Beko S.A. Hungary ( Beko Hungary ) (1) Hungary Trading Beko Ukraine ( Beko Ukraine ) Ukraine Trading Blomberg Werke GmbH ( Blomberg Werke ) (1) Germany Production Carron SA (Proprietary) Limited ( Defy Carron ) (1) Republic of South Africa Trading Changzhou Beko Electrical Appliances Co. Ltd. ( Beko China ) China Production/S
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