tav airports holding€¦ · north hub services (%50) tav airports structure. 3 tav airports...
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TAV Airports HoldingSeptember 2010
11
Page
Overview 1
Financial Overview 20
Operations 30
Conclusion 50
1
2
Airport Companies
Ataturk Airport (100%)
Esenboga Airport (100%)
Adnan Menderes
Airport (100%)
Gazipasa Airport (100%)
Tbilisi (%66) & Batumi
(60%)
Monastir & Enfidha
Airport (67%)
Skopje & Ohrid (100%)
Service Companies
ATÜ (50%)
BTA (67%)
HAVAS (65%)
TAV O&M (100%)
TAV IT (97%)
TAV Security
(67%)
TAV Airports Holding Co.
TGS (%50)
North Hub
Services
(%50)
TAV Airports Structure
3
TAV Airports Overview
O&M, IT and Security
TAV O&M (100%):
Commercial area
allocations &
CIP/VIP,travel
agency services
TAV IT (97%):
Airport IT services
(FIDS,FMS,etc)
TAV Security (67%):
Security service
provider in Istanbul,
Ankara , Izmir and
Gazipasa
Airports Duty FreeFood and
Beverage
Ground
HandlingOthers
Turkey
Istanbul Ataturk Airport (100%),
Ankara Esenboğa Airport (100%),
Izmir Adnan Menderes Airport (Intl. Terminal) (100%),
Gazipasa Airport (1)
(100%)
Georgia
Tbilisi International Airport(66%) and Batumi Airport
Tunisia
Monastir and Enfidha Airports (2) (67%)
Macedonia
Skopje, Ohrid and Shtip
Airports (3) (100%)
ATÜ (50%)
Largest duty free
operator in Turkey
Partner with Unifree
– owned by
Heinemann,
leading German
travel retailer
(Travel Value)
Operating in
Turkey,Georgia,
Tunisia and
Macedonia
BTA (67%)
Operating in
Turkey, Georgia,
Macedonia and
Tunisia
Operates Istanbul
Airport Hotel (131
rooms)
Bakery & pastry
factory serving in
Turkey
€212m/377m
Reven
ue
s
1H
10 /
FY
09
(5)
€76m/145m €28m/66m€33m/59mNotes: (1) We had signed Gazipasa Airport concession agreement on January 7, 2008 and operations started on July 13, 2009.
(2) We started operations in Monastir Airport on January 1, 2008. Enfidha Airport (greenfield investment) started operations in December 2009.
(3) We are awarded the tender on September 2, 2008 and TAV commenced its operations as of 1 March, 2010.
(4) Based on number of flights for 2009
(5) Revenues represent the proportional interest of these companies in TAV Airports (50% of ATÜ revenues) (before eliminations)
Havaş (65%)
Major groundhandler
in Turkey with a
c.57% (4) share
Operates in 20
airports in Turkey
including Istanbul,
Ankara, Izmir and
Antalya
*TGS(%50) operates
in Istanbul, Ankara,
Izmir, Antalya and
Adana
%50 partner of North
Hub Services,
operating in Riga and
Helsinki
€72m/126m
*TGS started operations as of 1 January 2010
4
Ownership Structure (as of August 31, 2010)
1. Tepe Insaat Sanayi A.Ş.
Turkish integrated conglomerate focused on
infrastructure and construction
2. Akfen Holding A.Ş.
Holding company operating in the construction,
tourism, insurance and energy sector
3. Sera Yapi Endustrisi A.Ş.
Family of Dr. Sani Sener, CEO of TAV Airports
4. Other Non-floating
5. Other Free Float
Shareholder Structure Founding Shareholders
Other shareholders
(1)26,06%
(2)26,12%
(3)4,46%
(4)3,52%
(5)39,84%
2.Akfen Holding A.Ş. has 14,466,267 (3.98%) shares in the free float
3. Sera Yapi Endustrisi ve Tic. Ltd. Sti. has 1,964,103 (0.54%) shares in
the free float
* Morgan Stanley has 18,429,937 (5.07%) shares in the free float
5
Operational Highlights
New Developments
• 10th Year Target accomplished: 10 airports under portfolio as of 2010!
• New target is to serve to 100 paxper annum by 2020.
• 13% pax growth in 8M10 on top of 3% growth attained in FY09
Traffic
Growth
• Antalya Gazipasa and Tunisia Enfidha Airports commenced operations
• TAV started to collect €5 transfer fee as of Jan. 2010 in Istanbul Ataturk Airport
• Havaş partnered with THY in TGS;and TGS commenced operations at 5 main airports in Turkey as of January 2010
• Macedonia started operations in March 2010
• Havas acquired 50% stake in North Hub Services, a ground handling company with aggressive growth plans in Baltics; and NGS commenced operations in Riga and Helsinki
• BTA took over operation of F&B service points at Istanbul Airport Domestic Terminal.
• Customs Law Amendment relieved the duty-free purchase limits at International Arrival Terminals
6
Financial Highlights
Dividends
• Dividends are expected to commence in 2 to 3 years
• Progressive policy with high payment of free cash flow
Deleveraging
Completed
• Deleveraging completed with lucrative ROEs on stake sales
• %50 rights issue in Feb 2009 (€58m)
• Sale of TAV Tunisie stake to IFC (€28m)and PAIDF (€40m)
• Havaş sale to HSBC and Is Private Equity (€102m)
Capex
• Final tranche of Enfidha Airport investment of €500 mn completed
• Minimum maintenance capexneeded for the young airport portfolio
• No mandatory capexrequirements in airport operation contracts
Investment Highlights
7
Diversified Portfolio
Clear Regulatory
Framework and
Earnings Visibility
Well
Positioned
for
Growth
Diversified portfolio with leading market position
10 airports operating in Turkey, Georgia, Tunisia and Macedonia (large
catchment areas).
Distinctive business model with an integrated structure
Buoyant Turkish economy & young population strong pax growth
Agreed regulatory framework providing high visibility over
Long-term concessions (Istanbul: 2021, Georgia: 2027, Macedonia: 2030,
Tunisia: 2047)
Fixed cost base (operational leverage) and minimal ongoing capex
high cash flow conversion
Benefiting both organic and inorganic growth
Well positioned to win international concessions
Development of the service business (e.g. ATÜ, BTA, Havaş)
Diversification into high growth markets
Operating 3 of the 4 largest airports in Turkey
(Passenger number, million)
Large catchment areas in operation
48% MARKET SHARE
Source: DHMI, Passenger figures for 2009
Since 2008 DHMI passenger figures are including transfer passengers, 2008
passenger figures are not comparable with 2007 passenger figures.
**TAV only operates the International Terminal, which had 1,7m passengers in 2009
Turkey
GeorgiaMacedonia
Tunisia
(Passenger number, million)
Source: TAV Tunisie, Georgian Authority, Macedonia Aviation Authority,
Passenger figures for 2009
Turkey
TAV is the leading airport operator in Turkey with a 48% market share and high quality passengers
The airport terminals which we operate in Turkey handled 37.5 million passengers in 2009
Istanbul is the largest business center in the region
Tunisia
The operation started as of January 1, 2008 in Tunisia Monastir Airport, which handled 3.8 million passengers in 2009.
The operation commenced in Tunisia Enfidha Airport following the completion of the construction (December 2009)
Georgia
TAV operates Tbilisi Airport and Batumi Airport in Georgia
Macedonia
TAV started operations at the Alexander the Great Airport in Skopje, the St. Paul the Apostle Airport in Ohrid for 20 years.
İstanbul Antalya İzmir** Ankara
29,8
18,4
6,2 6,1
Tunisia Georgia Macedonia
3,8
0,8
0,6
8
Major Hubs
> 25m Passengers
Secondary Hubs
10-25m Passengers
Regional Airports
5-10m Passengers
Small Regional
Airports
< 5m Passengers
Global flagCarrier/Alliance
High share of transfer traffic
Small share of LCC trafficSustained
growth
Diverse carrier mix
Medium share of transfer traffic
Growing share of LCC traffic
Dynamic
Growth
Diverse carrier mix
Limited transfer traffic
LCC traffic up to 50%
Sustained
growth
Dependence on LCC/ regional
carriers
No transfer traffic
Aggressive
growth
Diversified Portfolio
Source: ACI 9
10
Turkish Aviation Market
Source: DHMI, **Turkstat, ***Ministry Culture and Tourism
Turkish Aviation Market has grown rapidly (2002-2009)
13,3 14,0
17,5
21,119,8
23,3
26,3 27,1
5,0
10,0
15,0
20,0
25,0
30,0
35,0
40,0
5
10
15
20
25
30
35
40
45
50
2002 2003 2004 2005 2006 2007 2008 2009
Tourist Arrivals Int'l Pax Dom. Pax
CAGR :%8 CAGR :%23 CAGR :%11
Deregulation of the domestic market in 2003
3rd largest country in Europe population: 72.5m**
Limited alternative transport infrastructure
In 2009, foreign visitors reached 27m***
Tourist
Arrivals (Mn.)
Int’l and Dom
Pax.(Mn.)
11
Turkish Aviation Market and TAV Airports
2002 2003 2004 2005 2006 2007 2008 2009
34 34
45
5662
7075
79
2002 2003 2004 2005 2006 2007 2008 2009
9 9 10
19
3235
41 42
Total Passenger Traffic of TAV Airports by year (mn)
Total Passenger Traffic of Turkish Aviation Market by year (mn)
CAGR
13%
CAGR
26%
2002-2009
2002-2009
Source : DHMI
12
TAV Airports Fraport World
Aeroports de Paris BAA Europe AENA Schiphol
3
-3 -3
-5 -5-6
-8 -8
Growth Rates of Pax Number in Selected Airports
2009
1H10
TAV 3%
TAV 13%
%
%
TAV Airports Fraport World AENA Europe Schiphol
Aeroports de Paris BAA
13
76
32
1
-2
-6Source: ACI
13
Istanbul Ataturk Airport Traffic Performance
International Passenger Growth (%)
1Q 2Q 3Q 4Q 12M
1
7
10
13
8
20
9
2008/09 2009/10
-15% -10% -5% 0% 5% 10% 15%
-10%
-8%
-8%
-8%
-7%
-7%
10%
Frankfurt(FRA)
London Heatrow(LHR)
Vienna (VIE)
Madrid(MAD)
Paris (CDG)
Amsterdam(AMS)
Istanbul Ataturk
1H10 / 1H08
Source: ACI
Istanbul as a Transit Hub
14
Best Transit Hub, (%of Routes)
Source: Determining Hub Efficiency in Europe, MIiddle East and North Afirca a comparative study, E. Nur Günay, Şükrü Nenem
Istanbul is the most efficient hub for Europe, MENA Region, according to a study by Bosphorus University
Analysis based on “cost per ASK” and a sample of 4,080 distinct O&D pairs
Comparison of 7 existing and emerging hubs: London, Paris, Frankfurt, Dubai, Cairo, Madrid and Istanbul
İstanbul AHL
Frankfurt Kahire Londra Dubai Paris Madrid
33
23
16
13 13
31
15
Istanbul Ataturk Airport Traffic Performance
2009 2008 Airport Code Passengers Change
1 1 Atlanta ATL 88,4 -1,8%
2 3 London LHR 66,0 -1,5%
4 2 Beijing PEK 65,3 16,8%
5 4 Chicago ORD 64,4 -8,8%
6 5 Tokyo HND 61,9 -7,2%
7 6 Paris CDG 57,9 -4,9%
8 7 Los Angeles LAX 56,5 -5,5%
9 9 Dallas-FortWorth DFW 56,1 -1,8%
10... 10... Frankfurt FRA 50,9 -4,7%
35 24 Detroit DTW 31,6 13,1%
36 35 Seattle SEA 31,2 -3,0%
37 37 Philedelphia PHL 30,7 -3,7%
38 34 Toronto YYZ 30,4 -6,1%
39 40 Istanbul (AHL) IST 29,8 4,2%
40 42 Kuala Lumpur KUL 29,7 7,8%
41 39 Seoul ICN 28,6 -4,8%
42 38 Barcelona BCN 27,3 -9,7%
43 45 Boston BOS 25,5 -2,3%
44 50 Delhi DEL 25,3 -2,3%
45 44 Paris ORY 25,1 -4,2%
Source: ACI
16
TAV Traffic Performance
Airports 2008* 2009*08/09
(%)
Jan-
Aug09
Jan-
Aug10%
Istanbul Ataturk 254.5 264.5 4% 175.4 177.9 1%
Int’l 155.4 169.1 9% 111.2 115.7 4%
Dom. 99.1 95.4 -4% 64.2 62.3 -3%
Ankara Esenboga 51.1 51.3 0% 33.2 40.1 21%
Int’l 12.2 10.1 -17% 6.6 7.7 16%
Dom. 38.9 41.1 6% 26.6 32.5 22%
Izmir A.Mend. (int’l) 13.2 13,1 0% 8.7 11.0 27%
Monastir Airport(Inc. Enfidha) 33.6 30.4 -9% 21.4 21.9 2%
Georgia (inc. Batumi) 16.4 15.6 -5% 10.1 11.9 18%
Macedonia(Skopje&Ohrid)** 14,3 12,8 -10% 8.6 8.6 0%
TAV Total *** 368.8 374.9 2% 248.8 271.4 9%
Int’l 229.2 236.6 3% 156.6 175.2 12%
Dom. 139.6 138.4 -1% 92.2 96.2 4%
Source: Turkish State Airports Authority (DHMI), Georgian Civil Aviation Authority, TAV Tunisie,TAV Macedonia
* Since 2008 DHMI, passenger figures include transfer passengers
TAV Passenger Figures (Milllion) TAV Air Traffic Movements (‘000)
Airports 2008* 2009* 08/09 (%)Jan-
Aug09
Jan-
Aug10%
Istanbul Ataturk 28.6 29.8 4% 19.67 21.20 8%
Int’l 17.1 18.4 8% 11.95 13.25 11%
Dom. 11.5 11.4 -1% 7.73 7.96 3%
Ankara Esenboga 5.7 6.1 7% 3.98 4.97 25%
Int’l 1.2 1.1 -12% 0.73 0.85 16%
Dom. 4.4 5.0 12% 3.25 4.12 27%
Izmir A.Mend. (int’l) 1.7 1.7 -2% 1.14 1.43 26%
Monastir Airport(ınc. Enfidha) 4.2 3.8 -10% 2.67 2.69 1%
Georgia (inc. Batumi) 0.8 0.8 -3% 0.50 0.58 17%
Macedonia(Skopje&Ohrid)** 0,70 0,64 -9% 0.44 0.49 12%
TAV Total *** 40.9 42.1 3% 27.96 31.38 12%
Int’l 25.0 25.7 3% 16.97 19.25 13%
Dom. 15.9 16.4 3% 10.99 12.12 10%
In 2010 (January – August Period)
TAV Total Passenger
31.4 Million
Istanbul Ataturk Airport Int’l Passenger
13.3 Million
TAV Total Air Traffic Movement
271.4 Thousand
** Operation commencement date: March 01, 2010
*** TAV 2009 traffic figures do not include Macedonia
ATM
9%12%
Passenger
12%
11%
9%
17
Duty Free Performance
TAV Duty Free Revenues
Duty Free Spend Per Pax (€) 2006 2007 2008 2009 08/09 % 1H09 1H10 %
ATU Average 15,7 14,8 15,8 14,7 -7% 15,5 14,6 -6%
Istanbul Ataturk 15,8 16,0 17,1 15,7 -8% 16,5 16,0 -3%
Ankara Esenboga 9,9 11,6 13,4 13,7 2% 14,7 14,2 -3%
Izmir Adnan Menderes 15,5 11,6 11,5 10,7 -7% 10,8 10,9 0%
2008 2009 2010
33
29
33
3937
4140 4037 36
1Q 2Q 3Q 4Q
%1174149 142 -4%
Earnings Visibility
Non-AviationAviation
Pax service charge(PSC)
Agreed passenger service charge of
airports / terminals depending on project
Ankara and Izmir have revenue
guarantees (fixed PSC and volume
growth p.a.)
Passenger growth is the main driver
Airside Revenues
Notes: Passenger service charges apply to departing passengers only
Duty Free
Duty Free available to all international
inbound and outbound passengers
Increased number of shops, improved
selection of products and higher
penetration
OtherCatering, car park, advertising, area
allocation, lounge services
Ground handling
Bridge, check-in counter,
parking, apron, taxi etc
ATM growth is the main driver
Ramp, passenger services and traffic
ATM growth and aircraft type are the
main drivers
18
1919
Operations Map & Potential Projects
*Potential projects are indicated by red dots, as current operations by orange dots
Significant traffic growth expected in our target region
We define our target region as Middle East, Africa, Europe, the CIS countries including Russia and India
Experienced international airport operators will be needed as the infrastructure developments reach completion
Riga Int’l Airport (with Air Baltic)
Saudi Arabia (with Al-Rajhi,Saudi Oger and CCC)
2020
Page
TAV Airports – Overview 1
TAV Airports – Financial Overview 20
TAV Airports – Operations 29
Conclusion 50
21
Financial Overiew
Consolidated Revenue (€m) EBITDA (€m) Net Profit / Loss(€m)
* Adjusted by including guaranteed pax fee revenues
* Construction revenue and construction expenditure are excluded while computing the operational performance in the table.
** Figures are adjusted by including guaranteed passenger fee revenues from airports in Ankara and Izmir
(in mn €)* 2008 2009 ∆ y-o-y 1H10 1H09 ∆ y-o-y
Revenues 627 640 2% 351 280 25%
EBITDA 141 167 19% 85 56 52%
EBITDA margin 22% 26% 4 ppt 24.3% 20.1% 4.2 ppt
Net Income (Loss) 5 51 1.003% 6.9 (2.5) nm
Cash flow from operations 214 210 -2% 64.5 6.5 887%
Capex 215 312 45% 59.6 200.1 -70%
Free Cash Flow -1 -102 nm 4.9 (193.6) nm
Shareholders’ Equity 294 372 27% 418.5 324.6 29%
Net Debt 785 941 20% 932.3 972.0 -4%
Average number of employees 11.289 12.194 8% 16,011 11,775 36%
Number of passengers (mn) 40,9 42,1 3% 21.3 18.8 13%
- International 25,0 25,7 3% 12.6 11 15%
- Domestic 15,9 16,4 3% 8.7 7.8 12%
Duty free spend per pax (€) 15,9 14,9 -6% 14.6 15.5 -6%
1H09 1H10
280351
1H09 1H10
56
85
1H09 1H10
-3
7%25
%52
22
Revenue & EBITDA
EBITDA Breakdown (FY09) EBITDA Breakdown (1H10)
Aviation22%
Ground Handling
19%
Duty Free 35%
F&B6%
Other19%
TAV Istanbul
38%
Other Services
14%ATU 8%BTA 4%
Other Airports
24%
Havas 14%
Revenue breakdown (FY09) Revenue breakdown (1H10)
TAV Istanbul ;
53%
Other Airports;
24%
ATU ; 7%
BTA ; 3%
HAVAŞ ; 12%
Duty-free; 31%
Aviation; 25%
Ground Handling;
19%
F&B; 6%
Others; 20%
23
OPEX Breakdown
3Q 3Q3Q
Concession rent expenses
28%
Personnel expense
30%
duty free inventory sold
11%
services rendered
7%
D&A7%
catering3%
Other 14%
FY09 1H10
FY08 FY09
521
509
1H09 1H10
242
294
Catering inventory sold; 3%
Duty free inventory sold; 10%
Services rendered;
6%
Personnel expenses;
34%
Concession rent
expenses; 21%
D&A; 9%
Other ; 17%
24
OPEX Breakdown
FY09 1H10
(Excluding concession rent and D&A expenses)
3Q3Q
Personnel47%
Duty-free17%
Services rendered
10%
Catering4%
Other22%
FY08 FY09
330
328
Catering 4%
Duty Free 14%
Services rendered; 9%
Personnel expenses; 49%
Other 24%
1H09 1H10
154
205
25
1H10 Financial Summary
TAV Airports Consolidated – 1H10
Note: Figures below are adjusted by including guaranteed passenger fee revenues from airports in Ankara and Izmir
(€ million) Revenues EBITDA (*) EBITDA (*) Margin Net Debt
Airports 212 70 33% 805
Istanbul 152 105 69% 264
Ankara 17 8 46% 112
Izmir 12 5 44% 40
Tunisie 16 7 44% 341
Gazipasa 0 (1) nm 16
Tbilisi & Batumi 10 4 44% 30
Macedonia 5 1 12% 3
Services 208 16 8% 127
ATU (50%) 76 6 7% 22
BTA 33 3 10% (4)
HAVAŞ 72 11 15% 70
Others 28 (4) nm 39
Total 420 86 20% 932
Eliminations (68) (0)
Consolidated 351 85 24% 932
* EBITDAR for TAV Istanbul,TAV Tunisie and TAV Macedonia
Note: Figures are adjusted by including guaranteed passenger fee revenues from airports in Ankara and Izmir
26
Revenue by country (1H10)
90%
3%
6%
2%
27
CAPEX
(million €)
Enfidha Airport capex
1Q07 2Q07 3Q07 4Q07 1Q08 2Q08 3Q08 4Q08 1Q09 2Q09 3Q09 4Q09 1Q10 2Q10
intangible assets airport operation right property and equipment
15 20
67
39
6268
45
113
88
56 56
15
35
18
28
Debt Structure
NET DEBT
(€ million)31 March 2010 31 December 2009 30 June 2010
Airports 851 778 805
Istanbul 309 241 264
Ankara 114 119 112
Izmir 44 46 40
Tunisia 342 335 341
Gazipasa 12 9 16
Tbilisi 30 30 30
Batumi 0 0 (0)
Macedonia 0 0 3
Services 146 163 127
ATU (50%) 22 17 22
BTA 2 2 (4)
Havas 54 9 70
Others 67 152 39
Total 997 941 932
Deleveraging process initiated at the beginning of
2009 completed with 18% stake sale to PAIDF in
June 2010. With the €40 million cash proceeds from
TAV Tunisie sale, net debt at the holding company
level decreased from €200 million at the end of 2008
to €44 million at the end of June 2010
29
Debt Repayment
Debt on Holding Co. (as of June 30, 2010)
€ Million, as of June 30, 2010 De-leveraging
• Rights Issue (€57m, January 09)
• TAV Tunisie Sale to IFC (€28m, August 09)
• Havaş sale to HSBC - Is Girisim (€102m, March 10)
•TAV Tunisie sale to PAIDF (€39.7m, June 10)
(€ million)
1- year 2-year 3- year 4- year 5- year 5+ years
Havaş Holding
ATU
Tav Tbilisi
Tav Izmir
Tav Esenboğa
Tav Tunisie
Tav Istanbul
116 122 115 117
569
93
1- years 2-years
14
39
30
Page
TAV Airports – Overview 1
TAV Airports – Financial Overview 20
TAV Airports – Operations 30
Conclusion 50
31
Penetration is still quite low with passport ownership at low teens
Demographics support further market growth in the long term 2nd most populous country in Europe with a
population of 72.6 million
Fastest growing and youngest population in Europe
67% of the population is between ages 15-64, while %26 are between 0-14 and only 7% are above 65 years.
Turkish Airlines' Star Alliance membership builds Turkey into a regional hub.
3.9 million Turkish immigrants living in Europe offers a resilient traffic flow
Ministry of Transport projects 350 million pax by 2023, implying to a CAGR of 11%
Turkey
Tourism
32
9%
Countries 1H10 1H09 10/09 1H08 09/08
Germany 1,68 1,68 0% 1,83 -8%
Russia 1,26 1,00 25% 1,18 -15%
England 1,00 0,85 18% 0,77 12%
Iran 0,93 0,53 76% 0,49 7%
Bulgaria 0,62 0,64 -2% 0,55 16%
Georgia 0,45 0,56 -19% 0,34 63%
Netherlands 0,42 0,41 0% 0,46 -10%
Syria 0,38 0,18 109% 0,18 2%
France 0,37 0,37 0% 0,35 5%
Greece 0,29 0,27 8% 0,25 7%
Other 4,18 4,10 2% 4,29 -4%
TOTAL 11,57 10,59 9% 10,69 -1%
Tourist Arrivals increased by 9% in 1H10
Source : Ministry of Culture and Tourism
2000 2005 2006 2007 2008 2009 08/07 09/08
1-France 77,2 75 77,9 80,9 79,2 74,2 -2 -6,3
2-USA 51,2 49,2 51 56 57,9 54,9 3,5 -5,3
3-Spain 46,4 55,9 58 58,7 57,2 52,2 -2,5 -8,7
4-China 31,2 46,8 49,9 54,7 53 50,9 -3,1 -4,1
5-Italy 41,2 36,5 41,1 43,7 42,7 43,2 -2,1 1,2
6-UK 23,2 28 30,7 30,9 30,1 28 -2,4 -7
7-Turkey 9,6 20,3 18,9 22,2 25,0 25,5 12,3 2,0
8-Germany 19 21,5 23,6 24,4 24,9 24,2 1,9 -2,7
9-Malaysia 10,2 16,4 17,5 21 22,1 23,6 5,1 7,2
10-Mexico 20,6 21,9 21,4 21,4 22,6 21,5 5,9 -5,2
World 682 801 846 900 919 880 2,1 -4,3
International Tourist Arrivals by Country
Turkey #7
Source :UNWTO
33
Istanbul Atatürk Airport (100% owned)
Largest in the region
Main hub and home base for Turkish Airlines
One of the fastest growing airport in Europe
Revenue of €260 million in 2009
€193 million EBITDAR in 2009, implies growth and
74% margin
€5 Transfer Fee (from Int’l Pax)
Terminal Expansion in 2010
Among “50 Best Travel Centers” list in Monocle, as a
“Magnet for Transit Flights.”
Domestic International
Source: DHMİ
Air Traffic Movement per airline (2009)
Source: DHMI
Note: 2009 and 2008 are not comparable with previous periods
Passenger traffic 2003-2009 (m)
THY(%76) Onur Air(%14)
Atlas Jet(%7) Pegasus(%3)
THY(%64) Lufthansa(%3) Atlas Jet(%1)
Air France(%1) Alitalia(%1) Others(%30)
2003 2004 2005 2006 2007 2008 2009
International domestic
12,1
28,6
23,221,319,3
15,6
29,8
34
Ankara Esenboga Airport (100% owned)
Newest in the region
Secondary hub of Turkish Airlines (THY)
Operations commenced in October 16, 2006.
THY’s Ankara based brand Anadolu Jet began to fly in
May 2008
In 2009, received “Best Airport Award” by ACI, in 5-10
million category
Air Traffic Movement per airline (2009)
Passenger traffic 2003-2009 (m)
Source: DHMI
Source: DHMI
2003 2004 2005 2006 2007 2008 2009
Domestic International
3.33.8
4.5 5.05.7 6.1
2.8
InternationalDomestic
THY(%25)
Lufthansa(%15)
Pegasus(%11)
Cyprus Turkish(%9)
Others(%40)
THY(%83) Pegasus(%16) Others(%1)
35
Izmir Adnan Menderes Airport (100% owned)
Third largest city with the second biggest port in
Turkey
Major tourist destination
Operations commenced in September 13, 2006.
Diversified customer base
Air Traffic Movement per airline (2009)
Passenger traffic 2003-2009 (m)
Source: DHMI
Source: DHMI
(*) International passengers only
2003 2004 2005 2006 2007 2008 2009
1.41.5
1.71.5
1.61.7 1.7
Sun Express(%35)
Pegasus(%13)
Onur Air(%6)
Cyprus Turkish(%6)
Others(%39)
Georgia
36
Located on the east of Black Sea, Georgia controls most of the trade routes through Caucasus
Mountains.
Constructions of several oil and gas pipelines such as Baku-Tbilisi-Ceyhan have proved the
strategic location of Georgia.
Georgian Economy had been one of the fastest growing economies among Former Soviet Union
until the dispute with Russia on Abkhazia and South Ossetia.
37
Tbilisi International Airport (66% owned)
Operations in new terminal commenced in February
7, 2007.
Capturing almost all air traffic in Georgia
Capital city of Georgia with promising business
opportunities
Capacity: 2.8 million passengers per year
Selected as the Best Emerging Airport – Russia, CIS
and Baltic States
Air Traffic Movement per airline (2009)
Passenger traffic 2003-2009 (‘000)
Source: Georgian Civil Aviation Authority
Source: Georgian Civil Aviation Authority
GEORGIAN A/W (%24)
TURKISH AIRLINES(%18)
LUFTHANSA(%8)
OTHERS(%50)
2003 2004 2005 2006 2007 2008 2009
0.2
0.4
0.5 0.50.6
0.7 0.7
38
Batumi International Airport (60% owned)
Operations in the terminal commenced in May 26,
2007.
Second biggest city of Georgia with strategic
importance
Air Traffic Movement per airline (2009)
Passenger traffic 2007-2009 (‘000)
Source: Georgian Civil Aviation Authority
Source: Georgian Civil Aviation Authority
TURKISH AIRLINES(%76)
GEORGIAN AIRWAYS(%9)
OTHERS(%15)
2007 2008 2009
International Domestic
8170
40
Note: Domestic Passenger numbers included Hopa Terminal Passengers
Tunisia
39
The privatization policies of the Government have pushed the economy forward over the past decade.
Tunisia has been getting increasingly popular as a holiday destination. The country, with its charming
beaches, attracts around 9.5 million tourists per annum.
Has 10.5 million young population, 23% of which is between ages 0-14 and 70% of which is between 15-
65.
40
Monastir International Airport (67% owned)(*)
TAV started to operate in January 1, 2008
Tunisia have potential to be the hub of Africa in near
future
90% of travelers (6 million in 2007) visiting Tunisia
preferred air transportation
TAV Tunisia SA started to provide services for
Enfidha Zine El Abidine Ben Ali International
Airport since December 2009
Selected as the Best Emerging Airport in Africa,
surpassing all other African airports.
Air Traffic Movement per airline (2009)
Passenger traffic 2003-2009 (m)
Source: TAV Tunisie
Source: TAV Tunisie
* TAV sold 15% of shares of TAV Tunisie SA to IFC in 2009. and 18% of
shares to PAIDF in June 2010
2003 2004 2005 2006 2007 2008 2009
2.8
3.74.1 4.2 4.2 4.2
3.8
TUNIS AIR (%30)
NOUVELAIR TUNISIA(%20)
KARTHAGO AIRLINES(%6)
OTHER (%43)
Macedonia
41
Is an important crossroads of trade in Balkan Region
Adoption of visa liberalization for Macedonia in Dec 2009 has freed the traffic between Macedonia and
EU member states of 500 million population.
On the verge of joining the European Common Aviation Area (ECAA), which will lift the bilateral
agreements and boost the air traffic in the region.
42
Skopje and Ohrid International Airports (100% owned)
We are awarded the tender on September 2, 2008
TAV started to operate Skopje and Ohrid Airports in
March 1, 2010
The European Parliament’s adoption of the visa
liberalization for Macedonia on December 19, 2009
has opened a new era for Macedonian travel. The
removals of visa requirements have freed traveling
between Macedonia and 25 out of 27 EU member
states with 500 million citizens. 2005 2006 2007 2008 2009
Skopje Ohrid
593672 697 636
Passenger traffic 2005-2009 (‘000)
575
Austrian Airlines (%8)
Turkish Airlines (%5)
Adria Airways (%11)
Malev Airways (%9)
Croatia Airlines (%6)
Others (%61)
Air Traffic Movement per airline (Skopje-2009)
43
ATU Duty Free (50% owned)
ATU is the sole duty free operator at Istanbul
Ataturk, Ankara, Izmir, Tbilisi ,Batumi and Enfidha
Competitive concession fee paid to TAV for ATÜ-
operated shops in Ataturk Airport
ATÜ also pursues tenders outside TAV operations
Note: Figures imply 100% of ATU
Revenue (€m) Spend Per Pax (€)*
Financial Data
* 2007,2008 and 2009 duty-free spend per pax includes Istanbul, Ankara & Izmir;
while previous periods indicate Istanbul only
(€ m) 2006 2007* 2008* 2009* Change
Total Revenues 217.2 277.0 302.8 290.3 -4%
EBITDA 7.6 17.6 27.6 27,7 0%
EBITDA Margin 3.5% 6.4% 9.1% 9,5% -
Spend per pax (€) 15,7 14,8 15,8 14,7 -7%
2003 2004 2005 2006 2007 2008 2009
142166
188217
277303 290
2003 2004 2005 2006 2007 2008 2009
14,3
14,8 14,8
15,7
14,8
15,8
14,7
44
BTA Catering Services (67% owned)
BTA is the food and beverage operator at Istanbul
Ataturk (Int’l), Ankara, Izmir, Tbilisi and Batumi,
Monastir, Enfidha, Skopje and Ohrid
Total revenue increased by 2% in 2009
Concession fees: BTA pays c40% of its revenues
to TAV
Note: Figures imply 100% of BTA
* 2007 ,2008 and 2009 food & beverage spend per pax includes Istanbul, Ankara &
Izmir; while previous periods indicate Istanbul only
Revenue (€m) Spend Per Pax (€)*
Financial Data
* 2007 and 2008 food & beverage spend per pax includes Istanbul, Ankara & Izmir;
while previous periods indicate Istanbul only
(€ m) 2006 2007* 2008* 2009* Change
Total Revenues 35.0 50.3 58.1 59,1 2%
EBITDA 3.0 -0.2 3.5 6.5 n.m.
EBITDA Margin 8.6% n.m. 6.0% 11% -
Spend per pax (€) 2.4 1.8 2.1 2.0 -6%
2003 2004 2005 2006 2007 2008 2009
14,921,1
29,435
50,3
58,1 59,1
2003 2004 2005 2006 2007 2008 2009
1,31,5
1,9
2,4
1,8
2,1 2
45
Havaş Ground Handling (65% owned)*
Total revenue of Havas increased by 4% in 2009
Currently operating at 20 airports in Turkey
Havaş has been elected by THY as partner in the
TGS Ground Handling Services Inc. which
commenced its operations as of 01 January, 2010
Havaş purchased 50% shares of North Hub
Services as of 12 April, 2010
Revenue (€m) Aircrafts Handled (‘000)
Financial Data
Note: Figures imply 100% of HAVAS
*TAV signed a subscription & shareholders agreement with HSBC Investment
Bank Holdings Plc and İş Girişim Sermayesi Yatırım Ortaklığı A.Ş. on 16 October
2009 to establish a new company that TAV has 65% of the shares. The new
company will take over the whole shares of Havas.
(€ m) 2006 2007 2008 2009 Change
Total Revenues 99.5 108.1 120.6 125.9 4%
EBITDA 11.1 20.3 28.1 24.2 -1%
EBITDA Margin 11.2% 18.7% 23.3% 19.2% -
# Aircrafts handled
(‘000) 122.7 139.3 158.6 182.7 15%
2005 2006 2007 2008 2009
84,199,5
108,1120,6 125,9
38.8
46.8
1H09 1H10
HAVAS Only
21% 40,7
63,2
1H09* 1H10
TGS
55%
79,5
110,0
1H09 1H10
HAVAS+ TGS
38%
46
Dalaman
Bodrum
İzmir
Antalya
İstanbul
(AHL,ISG)
Gazipaşa
Konya
Ankara
Trabzon
Sivas
Muş
Urfa
Batman
Elazığ
Adıyaman
GaziantepAdana
Kayseri
Nevşehir
Zonguldak
Havaş & TGS Operation Map
47
North Hub Services
48
Other Services
Other services income mainly contains incomes
from maintenance, CIP lounge services, security
services and software sales.
TAV O&M (100%), incorporated in 2004
Commercial area allocations and maintenance
CIP / VIP
TAV IT (97%), become a separate entity in 2005
Airport IT services, software and hardware sales
TAV Security (67%), became a separate entity in 2006
Security service provider in Istanbul, Ankara and
Izmir, Gazipaşa
Note: All periods include TAV Holding, TAV O&M, TAV IT and TAV Security
Revenue (€m) Revenue Breakdown ( 2009)
Financial Data
(€ m) 2006 2007 2008 2009 Change
Total Revenues 38.8 50.3 54.5 66.1 21%
EBITDA 6.7 -6.6 -1.7 19.6 n.m.
EBITDA Margin 17.3% n.m. n.m. 30% -
2006 2007 2008 2009
38,850,3 54,5
66,1TAV
O&M 39%
TAV IT 11%
TAV Security
11%
Holding 39%
4949
Page
TAV Airports – Overview 1
TAV Airports – Financial Overview 19
TAV Airports – Operations 29
Conclusion 50
50
Appendix
Macro Outlook
Share Performance
Revenue Sources
Concession Overview
Historic Overview
Developements in 2009,2010
IFRIC 12 & Cash Flow Hedge Accounting
Consolidated Financial Statements
Corporate Governance
Contact IR
51
2007 2008 2009 2010 2011 2012 2013 2014 2015 2009-2015
CAGR
TURKEY
GDP (US$, bn) 649 730 615 711 743 779 802 827 852 6%
GDP per capita (US$, 000) 9,4 10,5 8,7 10 10,3 10,6 10,8 11 11,2 4%
Population (mn) 68,9 69,7 70,5 71,4 72,3 73,2 74,2 75,1 76,1 1%
GDP based on PPP per capita (in dollars) 12,9 13,1 12,5 13,1 13,5 14,1 14,7 15,4 16,1 4%
GEORGIA
GDP (US$, bn) 10 13 11 11 12 13 14 15 16 6%
GDP per capita (US$, 000) 2,3 2,9 2,4 2,5 2,7 2,9 3,1 3,4 3,6 7%
Population (mn) 4,4 4,4 4,4 4,4 4,4 4,4 4,4 4,4 4,4 0%
GDP based on PPP per capita (in dollars) 4,7 4,9 4,8 4,9 5,1 5,5 5,9 6,3 6,7 6%
MACEDONIA
GDP (US$, bn) 7,9 9,6 9,2 9,4 9,9 10,6 11,3 12,1 13 6%
GDP per capita (US$, 000) 3,9 4,7 4,5 4,6 4,8 5,1 5,4 5,8 6,1 5%
Population (mn) 2 2,1 2,1 2,1 2,1 2,1 2,1 2,1 2,1 0%
GDP based on PPP per capita (in dollars) 8,6 9,2 9,2 9,4 9,8 10,4 11 11,6 12,1 5%
TUNISIA
GDP (US$, bn) 36 41 40 42 44 46 49 52 55 5%
GDP per capita (US$, 000) 3,5 4 3,9 4 4,1 4,3 4,5 4,8 5 4%
Population (mn) 10,2 10,3 10,4 10,5 10,6 10,7 10,8 11 11,1 1%
GDP based on PPP per capita (in dollars) 7,6 8 8,3 8,6 9 9,6 10,2 10,9 11,6 6%
Macro Outlook
Source: IMF World Economic Outlook April 2010
52
Traffic Outlook
5.3% CAGR in RPK
Turkey
World
11% CAGR in Passengers
2009-2013
2009-2029
2009-2028
2009-2012
2009 – 2023
World
World
World 2009-2018 4.6% - 2019-2028 4.8% RPK
5.3% CAGR in RPK
5.8% CAGR in RPK
53
Share Performance (as of September 7th, 2010)
Notes: Share figures in this page was prepared as of August 06, 2010.
Closing Price Market Cap Avg. Daily Volume Free Float Foreign Ownership
TL7.00 (US$4.61) US$ 1,677mn US$ 14m (YTD) 44% 80%
Share Price Performance
Weekly 1M 3M YTD Since IPO
TL 4% 5% 27% 48% -17%
USD 4% 4% 34% 46% -24%
Relative to ISE -100 2% 4% 14% 28% -42%
0,3
0,4
0,5
0,6
0,7
0,8
0,9
1,0
1,1
1,2
1,3
1,4
0
1
2
3
4
5
6
7
8
07
-09-1
0
14
-06-1
0
10-0
3-1
0
14
-12-0
9
14
-09-0
9
22
-06-0
9
25
-03-0
9
30
-12-0
8
25
-09-0
8
03
-07-0
8
08
-04-0
8
15
-01-0
8
17
-10-0
7
23
-07-0
7
30
-04-0
7Price ($)Relative
TAVHL ($) Relative to ISE-100
54
Revenue sources
Aeronautical Charges Non-aeronautical Charges
Passenger FeeGround
HandlingLanding Parking Fuel Duty Free F&B Car Park
Turkey
Istanbul
Esenboga
Izmir
Gazipasa
Tunisia
Enfidha
Monastir
Georgia
Tbilisi
Batumi
Macedonia
Skopje
Ohrid
BTA started operations in Istanbul Ataturk Airport Domestic Terminal starting from July 2010
ATU will start operations in Monastir starting from July 2014
BTA will start operations in Monastir starting from 2018
55
Airport Type/ExpireTAV
StakeScope
2009
Pax(mppa)
fee/pax
Int'l
fee/pax
dom.
Volume
Guarantee
Concession
FeeNet Debt*
Istanbul AtaturkConcession
(Jan. 2021)100% Int'l+Dom. 29,8
US$15 ,€ 5 (Transfer)
€ 3 No$140m/yr +
VAT €264m
Ankara EsenbogaBOT
(May 2023)100% Int'l+Dom. 6,1 €15 € 3
0,6 M. Dom. ,
0,75 Int'l for
2007+%5 p.a
- €112m
Izmir A.MenderesBOT
(Jan. 2015)100% Int'l 1,7 €15 -
1.0m Int’l for
2006 + %3 p.a.- €40m
GazipasaConcession
(July 2034)100% Int'l+Dom. - €5 TL4 No $50.000+VAT €16m
TbilisiBOT
(Feb. 2027)66% Int'l+Dom. 0,7 US$22 US$6 No - €30m
BatumiBOT
(Aug. 2027)60% Int'l+Dom. 0,07 US$12 US$7 No - -
Monastir&EnfidhaBOT+Concession
(May 2047)67% Int'l+Dom. 3,8 €9 €9 No
11-26% of
revenues from
2010 to 2047€341m
Skopje & OhridBOT+Concession
(March 2030)100%
Int'l+Dom.0,6
€17.5 in
Skopje,
€16.2 in
Ohrid
- No
15% of the
gross annual
turnover **€3m
(*) As of 30 June 2010 ,
** The concession fee is going to be 15% of the gross annual turnover until the number of passengers using the two airports reaches 1 million,
and when the number of passengers exceeds 1 million, this percentage shall change between 4% and 2% depending on the number of passengers
TAV Gazipaşa shall make a yearly rent payent of US$ 50,000 + VAT as a fixed amount, until the end of the operation period;
as well as a share of 65% of the net profit to the DHMI.
56
Historic Overview
1997 1998 2000 2003 200620022001
January 2000
ATÜ began
operations
International
terminal building
completed c.8
months ahead of
schedule
June 2000
Concession
agreement
extended through to
2nd July 2005 in
return for a 30%
enlargement of the
int’l terminal
1999 20052004
Established under the
name of Tepe Akfen
Vie Yatirim Yapim ve
Isletme A.S.
TAV successfully
tendered for BOT
project for Istanbul
Atatürk Airport
(Concession deadline
May 7, 2004)
May 2004
BTA started operating the
Istanbul International
Airport Hotel
August 2004
Executed the BOT
agreement for Ankara
Esenboğa International
Airport (right to operate
through mid-2023)
September 2004
TAV O&M incorporated
June 2005
TAV won the tender for Ataturk Airport to
operate for 15.5 years (through 2nd Jan 2021)
July 2005
TAV acquired 60% of Havaş shares
TAV obtained control of the BOT for Izmir Adnan
Menderes Airport (right to operate through Jan
2015) through the acquisition of Havaş
August 2005
TAV IT became a separate entity
September 2005
TAV Urban Georgia LLC won the BOT tender for
the Tbilisi Airport (10.5 years operating contract)
with a 9.5-year extension granted in return for
the re-development of the Batumi Airport
March 2006
TAV Security became a separate entity
August 2006
Name changed to TAV Havalimanlari
Holding A.S.
September 2006
Completed the construction of Izmir
Adnan Menderes Airport’s international
terminal
October 2006
Ankara Esenboğa’s new domestic and
international terminals completed BTA was founded
2007
February 2007
IPO: TAV Havalimanlari Holding offered 44.56
million of its shares to public
March 2007
TAV won the tender to operate Monastir and Enfidha
Airports in Tunisia for 40 years
May 2007
TAV started to operate Batumi Airport
July 2007
TAV acquired remaining 25% of TAV Esenboga and
5% of TAV Izmir
August 2007
TAV is awarded the tender of Antalya-Gazipasa
Airport
November 2007
TAV increased its stake in Havaş to 100% from 60%
2008
January 2008
TAV started operating
Monastir Airport
March 2008
TAV Istanbul refinancing
April 2008
TAV Tunisie signed project
financing agreement
September 2008
TAV is awarded the tender
for Macedonian Airport
Infrastructure Development
57
Developments in 2009
January
February
March
April
May
June
July
August
September November
October December2009
30 January - 13 February 2009 – The shareholders exercised their pre-emptive rights stemming
from the 50% rights issue for 15 days
02 March 2009 – The consortium by TAV Airports and Skonto Buve LTD has been elected for the
partnership with the SJSC Riga International Airport Management.
30 June 2009 – The agreement regarding the sale of 15% of shares of TAV Tunisie SA to
International Finance Corporation (IFC) is signed by the parties.
30 June 2009 – The agreement regarding the sale of 15% of shares of TAV Tunisie SA to
International Finance Corporation (IFC) is signed by the parties. 27 August 2009 – New effective date of Macedonia concession contract is determined as March 1,
2010.
06 July 2009 – The negotiations with the potential investors have been started regarding the sale
of minority shares up to 40% of Havaş.
31 August 2009 – The partnership within TGS Yer Hizmetleri A.Ş. by the joint venture contract
signed between HAVAŞ and Turkish Airlines is approved by the Competition Board.
13 July 2009 – Antalya Gazipaşa Airport wholly owned by TAV Airports Holding Co., via a lease of
25 years, is opened to receive flights.
58
Developments in 2009
06 October 2009 – SJSC Riga Int.Airport Tender is cancelled due changing economic conditions in
Latvia. Our Company started partnership negotiations with Air Baltic to operate a new Terminal in
Riga Airport
16 October - TAV signed a subscription & shareholders agreement with HSBC Investment Bank
Holdings Plc and Is Girisim Sermayesi Yatirim Ortakligıi A.Ş. on 16 October 2009 to establish a new
company (“the New Company”) as per the laws of the Republic of Turkey that our Company (TAV
Airports Holding, TAV Operational Services, TAV IT Services) has 65% of the shares, HSBC
Investment Bank Holdings has 28,33% and İş Girişim Sermayesi Yatırım Ortaklığı A.Ş. has 6,66%
of the shares. The new company will take over the whole shares of Havas.
09 November 2009 – A Joint Venture Agreement is signed between TAV Airports Holding Co.and
AL-RAJHI Holding Group which is established and has been operating in the Kingdom of Saudi
Arabia.
January
February
March
April
May
June
July
August
September November
October December2009
59
Developments in 2009
January March
2009 February April
May
June
July
August
September
October
November
December
07 December 2009 – TAV Tunisie SA started to provide services for Enfidha Zine El
Abidine Ben Ali International Airport
10 December 2009 – We have received the approval of the Competition
Authority regarding the transfer of Havas shares.
60
Developments in 2010
January March
2010 February April
May
June
July
August
September
October
November
December
25 January 2010 – Our company has received preliminary qualification to place a bid for the Male
Airport tender
1 March 2010 – TAV Macedonia DOOEL has taken over operations of the airports in Macedonia,
Alexander the Great in Skopje and St. Paul the Apostle in Ohrid, as of March 1, 2010.
5 March 2010 – An agreement concerning the sale of 18% minority shares of TAV Tunisie SA for
€39,690,000 to the Pan African Infrastructure Development Fund has been signed.
18 March 2010 – A our company (TAV Airports Holding Co., TAV Operations Services Co., TAV IT
Services Co.) possesses a 65% share, HSBC Investment Bank Holdings Plc a 28.3333% share and
Is Private Equity Investment Trust Inc. has a 6.6667% share in Havaş Airports Ground Handling
Investment Trust Co.
61
Developments in 2010
January March
2010 February April
May
June
July
August
September
October
November
December
1 April 2010 – Our company has decided to cooperate with another pre-qualified candidate,
Aeroports de Paris Management (ADPM), a subsidiary of Aeroports de Paris (ADP), in Male
International Airport project.
13 April 2010 – Havas purchased 50% shares of NHS for €3,250,000 in total.
9 June 2010 – TAV Airports Holding has signed a Memorandum of Understanding ("MOU") with the
the Latvian national airline AirBaltic.
14 June 2010 – The consortium formed by TAV Airports Holding, Saudi Oger Ltd., Al Rajhi Holding
Group, and Consolidated Contracting Company (CCC) have got the preliminary qualification for
Medina Int’l Airport tender.
30 June 2010 - A Memorandum of Understanding ("MOU") has been signed among TAV Airports
Holding Co., Sigma Group/PT Wira Cipta Sukses from Indonesia and the Indonesian Government
62
Developments in 2010
January March
2010 February April
May
June
July
August
September
October
November
December
1 April 2010 – Our company has decided to cooperate with another pre-qualified candidate,
Aeroports de Paris Management (ADPM), a subsidiary of Aeroports de Paris (ADP), in Male
International Airport project.1 July 2010 - BTA took over the operations of 5 F&B service points (Kantin, Beerport, Kokpit Cafe,
Kokpit Brasserie, Botanik Cafe) at the Istanbul Ataturk Airport Domestic Terminal from USAŞ Uçak
Servisi A.Ş. as of July 1st, 2010. With the take-over, BTA’s service points increased to 138.
31 August 2010 - The Corporate Governance Grade of our Company which was rated as 83.3 (8.5)
on 04.09.2009 was revised upwards to 90.35 (9.0) as of 31.08.2010, owing to the importance given
to Corporate Governance and consistent practice besides consideration of continuous betterment
and improvement activities of our Company.
6 September 2010 – With the amendment in Customs Law (#4458), Article #134 of, effective as of
September 6, 2010, restrictions applied to products which can be brought from abroad has been
relieved. Accordingly, maximum purchase limits applied to arriving international passengers have
also changed with the amendment, as ATU’s sales at international arrival terminals is subject to
Customs Law.
63
IFRIC 12
IFRIC 12 is a new application regarding to interpretation of most of existing standards in the IFRS for example, IAS
11-Construction Contracts, IAS 16-Property Plant and equipment, IAS 17-Leases, IAS 36-Impairment of Assets and
IAS 38-Intangible Assets.
IFRIC 12 Service Concession Arrangements was developed by the International Financial Reporting Interpretations
Committee. Effective date of the application is 1 January 2008.
•TAV Airports adopted IFRIC 12 in the consolidated financial statements for the first time as of 31 March 2008
retrospectively.
•IFRIC 12 affects P&L in terms of the decrease in aviation income (for the guaranteed passenger fees) and
depreciation expenses while the increase in financial income in accordance with such interpretation. “BOT assets” are
classified as “airport operation right” and “trade receivable” in the consolidated financial statements.
•It means the operator (TAV Airports) should account these investments as cost and book construction revenue (if a
mark-up on costs) on its financials instead of investments according to the completion of infrastructure throughout the
construction periods. Mark-up rates for TAV Izmir, TAV Esenboga, TAV Tbilisi, TAV Tunisia and TAV Gazipasa, which
are in the application of IFRIC 12 are assessed by the management as 0%, 0%, 15%, 5% and 0% during the
application periods, respectively.
•The remaining discounted guaranteed passenger fee to be received from DHMİ according to the agreements made
for the operations of Ankara Esenboga Airport and Izmir Adnan Menderes Airport is represented as guaranteed
passenger fee receivable in the balance sheet as a result of IFRIC 12 application.
64
IFRIC 12
Airport operation right Added
Trade receivables Increase
Build-operate-transfer
(“BOT”) Investment Removed
The effect of adoption of IFRIC 12
Balance Sheet
(Assets)
Income
Statement
Construction revenue Added
Construction expenditure (-) Added
Aviation income Decrease (guaranteed pax fees)
Discount interest income Added
Depreciation and amortisation
expense (-) Decrease
65
Cash Flow Hedge Accounting
•Subsidiaries, TAV Istanbul, TAV Esenboga, TAV Izmir and TAV Tunisie enter into swap transactions in order to diminish exposure
to foreign currency mismatch relating to DHMI installments and interest rate risk to manage exposure to the floating interest rates
relating to loans used.
•100%, 68% and 100% of floating bank loans for TAV Istanbul, TAV Izmir and TAV Esenboga, respectively are fixed with financial
derivatives, 100% of floating senior bank loans for TAV Tunisie is fixed with financial derivative until 31 October 2009 and 85% of
floating senior bank loans for TAV Tunisie is fixed with financial derivative starting from 1 November 2009.
Sensitivity Analysis
A 10 percent strengthening/weakening of the EUR against
the following currencies at 30 June 2010 and 31 December
2009 would have increased/decreased “equity” and
“profit/loss” by the amounts shown below. This analysis
assumes that all other variables, in particular interest rates,
remain constant. The analysis is performed on the same
basis for FY2009.
Based on the Group’s current borrowing profile, a 50 basis
points increase in Euribor or Libor would have resulted in
additional annual interest expense of approximately EUR 3.7
million on the Group’s variable rate debt when ignoring effect
of derivative financial instruments. EUR 1.9 million of the
exposure is hedged through IRS contracts. Therefore, the
net exposure on income statement would be EUR 1.8
million. A 50 basis points increase in Euribor or Libor would
have resulted an increase in hedging reserve in equity
approximately by EUR 28.4 million and a 50 basis points
decrease in Euribor or Libor would have resulted an
decrease in hedging reserve in equity approximately by EUR
29.7 million.
Equity Profit or loss
Strengthening Weakening Strengthening Weakening
of EUR of EUR of EUR of EUR
30-Jun-10
USD (29.7) 36.3 (2.7) 2.7
TRL - - (6.0) 6.0
Other - - (0.4) 0.4
Total (29.7) 36.3 (9.1) 9.1
31-Dec-09
USD (26.0) 31.8 (0.2) 0.2
TRL - - (4.7) 4.7
Other - - (1.5) 1.5
Total (26.0) 31.8 (6.5) 6.5
66
Consolidated Income Statement
(Audited)
1H10
(Audited)
1H09Construction revenue 13.5 197.6
Total operating income 351.3 280.0
Sales of duty free goods 73.6 66.1
Aviation income 86.7 69.0
Ground handling income 66.1 46.6
Commission from sales of duty free goods 34.2 31.3
Catering services income 20.5 17.0
Other operating income 70.2 49.9
Construction expenditure (13.2) (188.3)
Operating expenses (293.6) (242.0)
Cost of catering inventory sold (8.0) (6.5)
Cost of duty free inventory sold (29.6) (26.4)
Cost of services rendered (18.0) (14.1)
Personnel expenses (101.1) (72.9)
Concession rent expenses (60.5) (70.1)
Depreciation and amortization expense (27.7) (18.4)
Other operating expenses (48.6) (33.6)
Operating profit 45.3 36.9
Finance income 14.0 7.9
Finance expenses (44.0) (38.6)
Profit before income tax 15.3 6.3
Income tax expense (8.5) (8.7)
Profit for the period from continuing operations 6.9 (2.5)
Attributable to:
Owners of the Company 8.5 (2.1)
Non-controlling interest (1.6) (0.4)
6.9 (2.5)
Other Financial Data:
Adjusted EBITDA * 85.4 56.3
Adjusted EBITDAR * 146.0 126.3
Summary Cash Flow Data:
Net cash provided by (used in):
Operating activities 63.4 6.5
Investing activities 86.6 (194.7)
Financing activities (138.0) (184.0)
Summary Balance Sheet Data: 30-June-10 31-Dec-09
Cash and cash equivalents 47.0 34.0
Restricted bank balances 267.0 313.8
Total assets 2,043.5 1,923.1
Bank loans 1,246.3 1,288.7
Total liabilities 1,527.3 1,510.1
Total equity 516.2 413.0
Net debt 932.3 940.8
* Ignoring net effect of construction revenue and construction expenditure and including guaranteed passenger revenues from airports in Ankara and Izmir
67
Consolidated Balance Sheet
ASSETS (eop, € mn)(Audited)
1H10
(Audited)
FY09
Property and equipment 147,6 117,5
Intangible assets 39,5 41,3
Airport operation rights 725,8 723,0
Other investments 0,0 0,0
Goodwill 154,6 151,4
Prepaid concession expenses 142,6 107,4
Trade receivables 124,1 134,5
Due from related parties 0,1 -
Other non-current assets 3,2 8,9
Deferred tax assets 65,8 54,3
Total non-current assets 1.403,2 1.338,4
Inventories 13,0 11,4
Prepaid concession expenses 122,7 117,3
Trade receivables 80,5 62,0
Due from related parties 15,6 10,5
Derivative financial instruments 54,8 6,4
Other receivables and current assets 39,8 29,3
Cash and cash eHuivalents 47,0 34,0
Restricted bank balances 267,0 313,8
Total current assets 640,3 584,7
TOTAL ASSETS 2.043,5 1.923,1
68
Consolidated Balance Sheet
EQUITY & LIABILITIES (eop, € mn) (Audited) 1H10(Audited)
FY09
EQUITY
Share capital 162,4 162,4
Share premium 220,3 220,3
Legal reserves 19,5 18,4
Other reserves 14,6 -
Revaluation surplus 2,2 2,3
Purchase of shares of entities under common control 40,1 40,1
Cash flow hedge reserve -42,4 -59,8
Translation reserves 4,0 -2,1
Accumulated losses -2,1 -9,2
Total equity attributable to equity holders of the Company 418,5 372,4
Non-controlling interest 97,7 40,6
0,0
Total Equity 516,2 413,0
69
Consolidated Balance Sheet
LIABILITY (€ Million)(Audited)
1H10
(Audited)
FY09
LIABILITIES
Loans and borrowings 1.100,6 1.089,5
Reserve for employee severance indemnity 6,6 4,6
Due to related parties 20,3 19,1
Deferred income 20,0 14,3
Deferred tax liabilities 6,1 7,3
Total non-current liabilities 1.153,5 1.134,9
Bank overdraft 3,4 2,4
Loans and borrowings 142,3 196,8
Trade payables 37,3 29,3
Due to related parties 7,6 12,3
Derivative financial instruments 126,0 85,4
Current tax liabilities 13,9 1,4
Other payables 35,6 39,3
Provisions 3,7 2,7
Deferred income 4,0 5,7
Total current liabilities 373,8 375,2
Total Liabilities 1.527,4 1.510,1
TOTAL EQUITY AND LIABILITIES 2.043,5 1.923,1
70
Consolidated Cash Flow Statement
CASH FLOWS FROM OPERATING ACTIVITIES (Audited) 1H10 (Audited) 1H09
Profit / (Loss) for the period 6.9 (2.5)
Adjustments for:
Amortisation of airport operation right 16.0 9.5
Depreciation of property and equipment 9.1 6.6
Amortisation of intangible assets 2.7 2.3
Amortisation of prepaid concession rent 60.5 70.1
Provision for employment termination benefits 2.3 1.9
Provision set for doubtful receivables 0.3 0.1
Provision set for tax penalties - 0.4
Other provisions released (0.1) (0.0)
Discount on receivables and payables, net 0.0 0.2
Gain on sale of property and equipment (0.1) (0.1)
Impairment of property and equipment 6.6 -
Provision set for unused vacation 0.9 0.7
Provision set / (released) for slow moving inventory 0.1 (0.0)
Accrued insurance income (7.9) -
Income accrual (4.5) -
Interest income (5.6) (5.5)
Interest expense on financial liabilities 39.9 24.6
Income tax expense 8.5 8.7
Discount income from concession receivable (4.0) (2.4)
Unrealised foreign exchange differences on balance sheet items 11.6 15.3
Cash flows from operating activities 143.0 129.8
Change in trade receivables (18.8) (13.6)
Change in non-current trade receivables 14.3 13.3
Change in inventories (1.6) 0.2
Change in due from related parties (5.3) 1.3
Change in restricted bank balances 63.5 44.3
Change in other receivables and current assets 7.6 11.9
Change in trade payables 4.4 (0.4)
Change in due to related parties (3.5) (41.5)
Change in other payables and provisions 0.3 (2.6)
Change in other long term assets 5.8 1.4
Additions to prepaid concession expenses (97.5) (104.5)
Cash provided from operations 112.2 39.8
Income taxes paid (9.1) (1.2)
Interest paid (37.7) (31.4)
Retirement benefits paid (0.9) (0.7)
Net cash provided from operating activities 64.5 6.5
71
Consolidated Cash Flow Statement
CASH FLOWS FROM INVESTING ACTIVITIES 1H10 1H09
Interest received 4.4 5.1
Proceeds from sales of non-controlling interest in subsidiaries 141.7 -
Proceeds from sale of property and equipment and intangible assets 2.3 0.3
Acquisition of property and equipment (45.4) (13.2)
Additions to airport operation right (13.7) (186.4)
Acquisition of joint venture net of cash acquired (3.2) -
Acquisition of intangible assets (0.5) (0.5)
Net cash provided from / (used in) investing activities 85.4 (194.7)
CASH FLOWS FROM FINANCING ACTIVITIES 1H10 1H09
New borrowings raised 113.1 231.6
Repayment of borrowings (174.8) (116.7)
Change in restricted bank balances (24.7) 11.7
Non-controlling interest change (58.2) (0.1)
Change in revaluation surplus and translation reserves 6.1 -
Addition to / (repayment of) finance lease liabilities 0.5 (0.1)
Increase in share premium - 0.1
Increase in share capital - 57.5
Net cash (used in) / provided from financing activities (138.0) 184.0
NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS 12.0 (4.1)
CASH AND CASH EQUIVALENTS AT 1 JANUARY 31.6 20.7
CASH AND CASH EQUIVALENTS AT 30 JUNE 43.6 16.6
72
Dividend Policy
Under Turkish law, the distribution of profits and the payment of an annual dividend in respect of the preceding
financial year is recommended by our Board each year for approval by the shareholders at the annual general
meeting, which must be held within three months following the end of the preceding fiscal year.
Dividends are payable on a date determined at the annual general meeting of shareholders or on a date to be
determined by the Board if the general meeting of shareholders authorises the board to make such a decision.
Pursuant to the requirements of the CMB, listed companies should distribute dividends on a date no later than the
end of the fifth month following the end of the preceding fiscal year.
Distribution of dividends by listed companies can be made in the form of cash or bonus shares, or a combination of
both. Each share entitles its holder to the amount of dividend corresponding to its shareholding.
TAV Airports Holding has not distributed any dividends to shareholders, yet.
Although TAV Airports recorded a net profit in its 2009 financials, it did not distribute any dividends to its
shareholders due to accumulated loss in the TR-GAAP financials.
73
Corporate Governance Rating
The Corporate Governance Rating Report” for TAV Airpors made by RiskMetrics Group - Institutional Shareholder
Services (ISS), a global corporate governance rating company having the official authorization to do rating in accordance
with the Capital Markets Board (CMB) Corporate Governance Principles in Turkey.
Our company is rated with the grade 90.35 (9,0) in general average as per Corporate Governance Rating Report.
Final rating grades are determined by the separate weighting of four sub-categories within the frame of the related
resolution of CMB.
The breakdown of corporate governance rating grades is stated below.
Sub-categories Weight Grade Grade assigned
Shareholders 0.25 9,05 9,0
Public Disclosure and Transparency 0.35 9,26 9,0
Stakeholders 0.15 9,54 9,5
Board of Directors 0.25 8,40 8,5
Total 1.00 9,03 9,0
74
Board of Directors
Board Member Positions within TAV Airports and other Companies
Hamdi Akın (Chairman)Chairman of Akfen Holding
Ali Haydar Kurtdarcan (Vice Chairman)Chairman of Tepe Construction Ind. Inc.
Dr. Sani Şener (Member and CEO)CEO of TAV Airports
İbrahim Süha Güçsav (Member)CEO of Akfen Holding
Abdullah Atalar (Member)Vice Chairman of Bilkent Holding
Önder Sezgi (Member)Financial Affairs and Audit Director of Bilkent Holding
Ahmet Ersagun Yücel (Member)General Secretary of TAV Airports
Dr. Cem Kozlu (Independent Board Member)Independent Board Member
Pierre de Champfleury ( Independent Member )Independent Board Member
75
Management Team
Positions within TAV Airports
CEODr. Sani Şener Chief Executive Officer (CEO)
Senior Management
Murat Uluğ Chief Financial Officer (CFO)
Serkan Kaptan Business Development Director
Özlem Tekay Human Resources Director
Altuğ Koraltan Internal Audit Director
Deniz Aydın Financial Affairs Director
Murat Örnekol Operations Director
Haluk Bilgi Business Development Director (Subsidiaries)
Waleed Youssef Strategy Director
Ersagun Yücel General Secretary
Banu Pektaş Legal Counsel
Airport GMs
Kemal Ünlü GM, TAV Istanbul
Erkan Balcı GM, TAV Izmir
Nuray Demirer GM,TAV Esenboga
Ersel Göral GM, TAV Tunisie
Mete Erkal GM, TAV Georgia
Service Companies GMs
Ersan Arcan GM, ATU
Sadettin Cesur GM, BTA
Müjdat Yücel GM, HAVAS
Levent Güler GM Deputy, TAV Security
Binnur Onaran GM, TAV IT
Eda Bildiricioğlu GM, TAV O&M
76
For further information, please visit http://ir.tav.aero,
e-mail [email protected]
or call +90-212-465-55-55 (x2120)
TAV Airports Holding Co.
Istanbul Ataturk Havalimanı Dış Hatlar Terminali
34149 Yesilkoy, Istanbul
Nursel İLGEN, CFA
Head of Investor Relations
Tel :+90 212 465 5555 / 2122
Fax : +90 212 465 3100
Burcu GÜNHAR
Investor Relations Associate
Tel :+90 212 465 5555 / 2123
Fax : +90 212 465 3100
Besim MERİÇ
Investor Relations Associate
Tel :+90 212 465 5555 / 2124
Fax : +90 212 465 3100
TAV Investor Relations
77
Disclaimer
This presentation does not constitute an offer to sell or the solicitation of an offer to buy or acquire any shares of TAV Havalimanlari
Holding A.Ş. (the "Company") in any jurisdiction or an inducement to enter into investment activity. No information set out in this
document or referred to in such other written or oral information will form the basis of any contract.
The information used in preparing these materials was obtained from or through the Company or the Company’s representatives or from
public sources. No reliance may be placed for any purposes whatsoever on the information contained in this presentation or on its
accuracy, completeness or fairness. The information in this presentation is subject to verification, completion and change. While the
information herein has been prepared in good faith, no representation or warranty, express or implied, is or will be made and no
responsibility or liability is or will be accepted by the Company or any of its group undertakings, employees or agents as to or in relation to
the accuracy, completeness or fairness of the information contained in this presentation or any other written or oral information made
available to any interested party or its advisers and any such liability is expressly disclaimed. This disclaimer will not exclude any liability
for, or remedy in respect of fraudulent misrepresentation by the Company.
This presentation contains forward-looking statements. These statements, which may contain the words “anticipate”, “believe”, “intend”,
“estimate”, “expect” and words of similar meaning, reflect the Company’s beliefs, opinions and expectations and, particularly where such
statements relate to possible or assumed future financial or other performance of the Company, are subject to risks and uncertainties that
may cause actual results to differ materially. These risks and uncertainties include, among other factors, changing business or other
market conditions and the prospects for growth anticipated by the management of the Company. These and other factors could adversely
affect the outcome and financial effects of the plans and events described herein. These forward-looking statements speak only as at the
date of this presentation. The Company expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any
forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is based. Past performance cannot be relied upon as a guide to future
performance. As a result, you are cautioned not to place reliance on such forward-looking statements.
Information in this presentation was prepared as of September, 2010.