Kuoni Group Annual Report 2015 2015.kuoni-report.com kuoni.com 2015.kuoni-report.com Content At a Glance 04 Human Resources 100 Group CEO Movie 05 Corporate Responsibility 103 Milestones 2015 06 Financial Report Share Development 09 Kuoni Group 110 Key Figures 10 – Five-Year Summary of Key Data 111 Letter to Shareholders 11 – Statement of financial position 114 Kuoni Group Today 17 – Group Income statement 115 Our Business 18 – Statement of comprehensive income 116 Management – Statement of changes in equity 117 – Board of Directors 19 – Statement of cash flows 118 – Executive Board 26 – Main accounting principles 119 Group Report 31 – Notes to the Consolidated Financial Divisional Reports 48 Statements 131 2015.kuoni-report.com Global Travel Distribution (GTD) 49 – Principal subsidiaries, associates Global Travel Services (GTS) 53 and joint ventures 177 VFS Global 58 – Report of the statutory auditor 181 Corporate Governance 63 Financial Report Introduction 64 Kuoni Travel Holding LTD 183 Group Structure 65 – Statement of financial position 184 Capital Structure 66 – Income statement 186 Board of Directors 70 – Notes 187 The Group Executive Board 77 – Board of Directors’ Proposal for the Compensation, Shares and Loans 78 Appropriation of Retained Earnings 209 Shareholders’ Participation Rights 79 – Report of the statutory auditor 210 Changes of Control and Defence Measures 82 Agenda 212 Auditors 83 Terms of Use/Data Protection Policy 213 Information Policy 84 Imprint 216 Compensation Report 86 Report of the Statutory Auditor 99 Kuoni Group Annual Report 2015 03 At a Glance 2015.kuoni-report.com Kuoni Group Annual Report 2015 04 At a Glance Group CEO Movie Zubin Karkaria, CEO Kuoni Group on 2015 and looking ahead 2015.kuoni-report.com Milestones 2015 Kuoni Group Annual Report 2015 05 At a Glance Milestones 2015 14 January 2015 Following a strategic review, Kuoniʼs Board of Directors and Group Executive Board have decided to focus the companyʼs activities on its core business as a service provider to the global travel industry and to governments. In its new set-up, Kuoni Group will be structured into three divisions, Global Travel Distribution (GTD), Global Travel Services (GTS) and VFS Global. This exit from the tour operating business includes Kuoni Switzerland, UK, Benelux, Hong Kong/China and India as well as operations in Scandinavia/Finland. This affects approximately 3,800 people in total. “Kuoni Groupʼs new strategic direction will transform the company into a unique, clearly positioned player in the global travel industry.” Heinz Karrer, Chairman of the Board of Directors of Kuoni Group Kuoni Groupʼs Board of Directors appointed Ivan Walter as new member of the Executive Board. He will lead the Global Travel Distribution (GTD) Division. Ivan Walter has been with the Kuoni Group since 2001. Ivan Walter 2015.kuoni-report.com 22 June 2015 Kuoni Group has signed an agreement with DER Touristik for it to acquire all the tour operators, specialists, travel agencies and online sales in the Switzerland, UK, Scandinavia/Finland and Benelux markets, as well as the airline Novair and the Playitas family and sports resort on Fuerteventura. REWE Group is acquiring all of the approximately 2,350 (FTE) employees at the existing locations and will continue to run the business activities, including all the travel agencies, as part of its DER Touristik travel division. Kuoni Group Annual Report 2015 06 At a Glance 7 August 2015 Kuoni Group has signed an agreement with Fairfax Financial Holdings Ltd through its travel provider Thomas Cook India to sell Kuoniʼs Indian travel activities and the tour operator Kuoni Hong Kong. The Indian travel activities encompass outbound tour operating, business travel, travel agencies, and inbound business (Destination Management India). 11 September 2015 The sale of European tour operating activities to REWE Group was completed on 11 September 2015 after the responsible European competition authorities gave their unconditional approval to the transaction earlier. REWE Group, and its tourism division DER Touristik, is taking over Kuoni Groupʼs tour operating activities in Switzerland, UK, Scandinavia/Finland and Benelux as well as the airline Novair and the Playitas family and sports resort on Fuerteventura. It is taking on the employees and locations, and continuing the business activities. 5 November 2015 Zubin Karkaria (left) Prisca Havranek- Kosicek (right) 2015.kuoni-report.com The Board of Directors has appointed Zubin Karkaria as the new CEO of the Kuoni Group with immediate effect. He replaces the outgoing CEO Peter Meier and concurrently continues to run the VFS Global Division. Zubin Karkaria founded VFS Global in 2001 and built up the company very successfully to become the global leader in visa services for governments. VFS Global Division is the fastest growing, most innovative and most profitable division in the Kuoni Group. The Board of Directors has appointed Dr Prisca Havranek-Kosicek as the Kuoni Groupʼs new CFO, succeeding previous CFO Thomas Peyer. Prisca Havranek-Kosicek, an Austrian citizen, has many yearsʼ experience of senior operational and consultancy roles in finance, controlling, strategy development and restructurings. Kuoni Group has entered a partnership with HNA Group of China. HNA Group is one of the leading private companies of Chinese origin, and is globally active in a number of businesses including tourism and aviation. The goal of the partnership is to jointly develop the outbound travel business in China and to partner in related strategic matters. Kuoni Group Annual Report 2015 07 At a Glance “Kuoni Group has been transformed from a broadly based travel company pursuing a wide range of very different activities into a focussed global service provider for the professional travel industry and governments.” Heinz Karrer, Chairman of the Board of Directors of Kuoni Group 9 November 2015 The sale of tour operating activities in Hong Kong to Fairfax/Thomas Cook India was completed on 9 November 2015 after the responsible authorities gave their unconditional approval to the transaction earlier. Canadian group Fairfax, with its travel services provider Thomas Cook India, is taking over Kuoni Groupʼs traditional tour operating activities in Hong Kong. It is taking on the employees and locations, and continues the business activities. 15 December 2015 On 15 December 2015 Kuoni Group sold its “Neue Hard” property in Zurich to Zürcher Kantonalbank. The sale price is CHF 75 million, which matches the estimated market value. 16 December 2015 The sale of travel activities in India to Fairfax/Thomas Cook India was completed on 16 December 2015 after the responsible authorities gave their unconditional approval to the transaction. Canadian group Fairfax, with its travel services provider Thomas Cook India, is taking over Kuoni Groupʼs traditional tour operating activities and inbound business (Destination Management India) in India. It is taking on the employees and locations and continues the business activities. 2015.kuoni-report.com Share development Kuoni Group Annual Report 2015 08 At a Glance Share development Kuoni Group Share 2015 120 100 80 60 40 01.01.2015 16.03.2015 27.05.2015 07.08.2015 20.10.2015 31.12.2015 Kuoni Group SWISS PERFORMANCE INDEX CHF 2015 2014 Cash flow (net cash from operating activities) per registered share A 5.78 3.31 2015.kuoni-report.com per registered share B 28.89 16.57 Net result per registered share A –15.10 3.44 per registered share B –75.51 17.20 Equity per registered share A 27.07 40.10 per registered share B 135.37 200.48 Withholding tax-free distribution against reserves from capital contributions per registered share A 0.00 1 1.50 per registered share B 0.00 1 7.50 Stock market prices per registered share B high 351 425 low 173 218 at year-end 280 301 Annual trading volume in CHF million 1,241 1,289 Stock market capitalisation as at 31 December in CHF million 1,118 1,205 1 Proposal of the Board of Directors to the next General Meeting of Shareholders. Subject to definitive approval by the General Meeting of Shareholders. Distribution to shareholders of a withholding tax-free appropriation from the capital contribution reserve. Key figures Kuoni Group Annual Report 2015 09 At a Glance Key figures CHF million 2015 2014 Turnover 3,348.7 3,372.0 Global Travel Distribution 1,979.3 1,933.6 Global Travel Services 1,054.8 1,169.6 VFS Global 316.5 270.8 Less turnover elimination between segments –1.9 –2.0 Earnings before interest and taxes (EBIT) 81.2 76.4 Global Travel Distribution 48.0 42.0 Global Travel Services –48.8 –6.9 VFS Global 53.9 52.5 Corporate 28.1 –11.2 Net result from continuing operations 57.9 58.2 Net result from discontinued operations, net of income taxes –352.1 9.2 Net result –294.2 67.4 Cash flow from operating activities 112.9 64.0 Free cash flow 120.3 55.1 Investments in tangible and intangible assets 38.2 66.0 Total assets 1,629.4 2,419.2 Equity 530.3 779.2 Equity ratio 32.5% 32.2% Kuoni Economic Profit (KEP) 16.2 –8.5 Return on invested capital (ROIC) 10.0% 6.6% Average number of employees (full-time equivalent) 7,968 7,455 2015.kuoni-report.com Kuoni Group Annual Report 2015 10 Letter to Shareholders 2015.kuoni-report.com Kuoni Group Annual Report 2015 11 Letter to Shareholders Letter to shareholders Zurich, 15 March 2016 Dear Shareholders In January 2015 we informed you about Kuoni Groupʼs new strategic direction as a service provider for the global travel industry and governments. The decision taken then to refocus Kuoni was made against a background of persistent rapid and profound change in customer habits, in technology and in the globalisation of demand.