Beruflich Dokumente
Kultur Dokumente
02_
01 [ 11.000 ]
02 [ 41.000.000 ]
03 [ 4.038.286 ]
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6 [ 250.000 ]
08 [ 47.2 ]
07 [ 400 ]
09 [ 1972 ]
10 [ 1 ]
11 [ 23.501 ]
12 [ 100.000.000 ]
15 [ 3 ]
16 [ 106 ]
17 [ 58 ]
18 [ 12 ]
20 [ 8.636.034 ]
13 [ 14 ]
14 [ 38.400 ]
19 [ 90 ]
21 [ 24 ]
22 [ 350485 ]
23 [ 7 ]
28 [ 9 ]
29 [ 1.546 ]
31 [ 952.000 ]
34 [ 100 ]
37 [ 2.856.000 ]
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25 [100 ]
26 [ 87 ]
35 [ 63 ]
27 [ 16.300 ]
30 [ 240.261 ]
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36 [ 11 ]
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44 [ 44 ]
46 [ -14.9 ]
45 [ 1963 ]
47 [ 7.000 ]
48 [ 660.000 ]
49 [ 40.000.000 ]
50 [ 3.000.000 ]
02 FINANCIAL REPORT
43 [ 90.000 ]
KUONI GROUP
02 FINANCIAL REPORT
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Kuoni GRoup
02_
02_00_01_
02_00_02_
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02_02_
02_03_
02_04_
02_04_01_
02_04_02_
02_04_03_
02_04_04_
158
167
02_06_
170
02_06_00_
Introduction 259
02_04_05_
02_06_01_
02_04_06_
02_06_02_
02_04_07_
02_06_03_
02_06_04_
280
02_04_08_
02_06_05_
281
02_04_09_
02_06_06_
282
02_06_07_
234
260
02_05_
238
02_06_08_
Auditors 286
02_05_01_
239
02_06_09_
02_05_02_
02_06_10_
02_07_
Appendix 312
02_07_01_
02_05_03_
Notes 241
02_05_04_
130 | 131
254
02_00_01_
Financial Report
K u o n i G R OUP
1
Kuoni has been helping to shape
the travel industry since 1906 and
it has always focused on meeting customers needs, expanding its services
and staying ahead of the times. A pronounced commitment to service is
a firmly established part of the com
panys tradition.
The prerequisites for the company and
the environment in which it operates
may change, but Kuonis reliability as
a tour operator makes it a safe bet, offering its customers certainty, transparency and honesty. This continuity
is still one of Kuonis distinguishing
factors, forming a solid foundation for
the future of travel.
02 Financial Report
132 | 133
02_00_02_
Financial Report
K u o n i G R OUP
Travel (ling)
Conti nuity.
Committed to continuity.
Over the course of more than a hundred years Kuoni has coped with numerous negative influences and responded early to trends as they have
emerged. To master crises and keep
moving forward, it is vital to take a
flexible approach to changing market
situations and requirements, and to
invest in areas with potential for the
future. Kuoni does this, guided by constant, timeless values such as reliabi
lity, passion and authenticity.
2011 was another year characterised
by negative external influences. There
was political turmoil in Arabic countries, a serious earthquake followed
by a tsunami and a nuclear disaster in
Japan, floods in parts of Thailand and
a debt crisis in Europe. Tourism has
always been dependent on external factors that vary from year to year. Whether its political turbulence, environmental disaster or economic change,
Kuoni keeps to its principles, reacts responsibly to the challenges that come,
invests, acts anticyclically when it has
to, and always does its best to produce
sustainable, profitable results.
02 Financial Report
134 | 135
02_01_
Financial Report
K u o n i G R OUP
and despite the one-off costs associated with the acquisition and integration
of Gullivers Travel Associates (GTA), the net result for the year was a
reached new highs in euro and US dollar terms until the Swiss National
and the political upheavals in the Arab world, the market environment
proved far from easy in 2011, especially for European tour operating
activities. Nevertheless, the Kuoni Group posted turnover for the year of
Despite a worldwide economic situation that was far from bright and
Groups Asian and VFS Global activities. Earnings before interest and
ral recovery of the tourist sector that was first felt the previous year. The
Asia-Pacific: 5.6%
Americas: 4.2%
Europe: 6.0%
the CHF 58.4 million of the previous year. EBIT net of the costs of the
upheavals in North Africa and the Arabian Peninsula all had a tangible
Worldwide: 4.4%
(compared to CHF 127.1 million in 2010). The net Group result for the year
in North Africa also help explain the regional shifts in recent market
amounted to CHF 33.3 million (compared to CHF 23.2 million for 2010).
growth, which has seen a narrowing in rates between mature and emer-
Africa: 0.0%
ging markets after the latter had served as the prime mover in global
The International Monetary Fund
(IMF) has projected global economic
growth of 3.8% for 2011 (source: IMF
World Economic Outlook Update, January 2012), 1.4 percentage points less
than the previous year. Once again,
the emerging nations were the prime
growth drivers (China 9.2%, India
7.4%, Russia 4.1%, Brazil 2.9%), though
even these countries faced a less positive economic climate than they had
enjoyed in 2010. Growth in the deve
loped markets (Switzerland 1.9%, USA
1.8%, euro zone 1.6%, UK 0.9%) was
clearly compromised by the current
debt crisis.
tourism development over the past few years. With the exception of the
Middle East and North Africa, all the worlds regions reported positive
tourism growth. Arrivals in Europe saw an above-average increase, as
in the light of the unrest in North Africa and the Arabian Peninsula.
ces in the first half-year, such as the civil unrest in North Africa and
Asia, too, posted a positive overall trend, despite the Japanese disaster.
136 | 137
02_01_
K u o n i G R OUP
>>
>>
worlds financial markets. The Swiss franc, a traditional safe haven currency, gained in value against all of Kuonis main foreign currencies
in cost and revenue terms, reducing consolidated turnover for the period.
Group turnover of
CHF 5111 million by activity
46%
Destination
Management
Services
54%
Tour Operating
Business
www.limetravel.se
based Gullivers Travel Associates (GTA), which has since been assimi-
18%
Scandinavia
46%
Destinations
10%
UK & Benelux
13%
Switzerland
www.gta-travel.com
Group turnover of
CHF 5111 million by segment
7%
Asia
6%
Southern Europe
138 | 139
02_01_
K u o n i G R OUP
>>
>>
travel provider that is active in leisure travel services (which accounts for
PRIOR-YEAR LEVELS
severe impact of the political upheavals in North Africa. The source markets
remained broadly spread among the Groups three divisions and their
various markets. The year also saw a further increase in the inter
forced to suspend its services to North Africa for several weeks in spring,
2010
2011
with the high-risk charter airline business abandoned entirely from the
Swiss francs strength. The overall positive trend was driven largely by
from the Groups Russian market activities, but greatly reduced the ope-
Islands was able to tangibly increase its occupancy and turnover volume.
3000
3000
2500
2405
2500
2000
1500
1500
1000
lion for the year, a 15% decline on 2010 that can be primarily ascribed to
the tangible weakening of the euro and the British pound against the
2000
1000
Kuoni United Kingdom & Benelux posted turnover of CHF 507 mil-
1045 958
595 507
500
500
1017
797 712
355 305
316 370
Southern
Europe
Asia
0
Scandinavia
UK &
Benelux
Division
Northern Region
Switzerland
Division
Southern Region
Destinations
Division
Destinations
operation did enlarge its network of own sales offices from 12 to 21, and
also expanded its partnerships with various travel agents. For Kuoni
Benelux (which is active in the Netherlands and Belgium), the turnover
decline was due solely to currency movements. The fall in business
140 | 141
02_01_
K u o n i G R OUP
>>
>>
opening of new Kuoni retail outlets and the acquisition of Best Tours
Belgian operations.
tical upheavals. After opening new sales offices, Kuoni Spain was able to
currency terms.
has been a key Swiss travel destination, especially in the winter season.
The slump in business to the countries concerned was only partially offset
through new bookings and rebookings for the Canary Islands and from
spring onwards to Greece and Turkey. While the strength of the Swiss
CHF 370 million was not only a 17% improvement on the CHF 316 mil-
franc had a basically positive impact on demand in the Swiss market for
lion of 2010; it was a further record result. Kuoni India saw a substantial
travel products, this benefit was restricted as it was for many Swiss
pansion and despite the adverse impact of the Indian rupees weakening
over declines, with Africa, Intens Travel and Manta Reisen (diving)
various government authorities. VFS Global now provides its services for
37 governments in 62 countries. Kuonis leisure travel company in
impact of the upheavals in North Africa and the bleak economic situation
portfolio and by swiftly and flexibly realigning its product offer in res-
levels high and tough price competition being waged in the tour operating
sector, business volumes for 2011 were down on their prior-year levels.
The CHF 305 million turnover for the year was a 14% decline (or 3.8% in
local currency). Business at Kuoni France was especially hard hit by the
unrest in North Africa. In a consolidating market, the high proportion of
02 Financial Report
142 | 143
02_01_
K u o n i G R OUP
>>
>>
Management India & South Asia saw its turnover decline 10% to
CHF 72 million in 2011, as a result of currency exchange factors. In local-
For Division Destinations, the prime event of 2011 was the Kuoni Groups
which added a further CHF 1346 million to the divisional turnover. If the
markets.
added a further CHF 472 million to the divisions turnover for the year.
CHF 57 million. The growth stemmed largely from East Africa, which
operations saw overall positive trends in all regions, though the correspon-
saw a surge in demand for individual travel products and smaller lodges
on various safari tours. The stronger business here offsets the currency-
posted turnover for the year of CHF 1059 million, a 4.2% increase on its
2010 equivalent.
unit, raised its turnover 6.7% to CHF 494 million, with the Far East
2009, helped offset the slump in volumes from Japan following the tsunami
disaster and the subsequent nuclear power plant problems.
The strongest organic growth within the division was seen at Desti-
Kuoni achieved a gross profit for 2011 of CHF 1026 million the first
CHF 116 million of 2010 to CHF 140 million. The higher business volume
time the company has exceeded the CHF 1 billion threshold in its
was driven by greater demand for individual travel products and by the
previous years acquisition of the Gulf Dunes and Reem Tours companies.
lion for the year. With the US dollar losing almost 15% of its value,
the units Swiss-franc turnover volume was broadly in line with prior-year
levels in Swiss francs terms. The volume growth in local-currency
terms was due primarily to rising turnover from Kuoni Connect and to
strong growth in the MICE sector.
02 Financial Report
144 | 145
02_01_
K u o n i G R OUP
>>
2010
2011
>>
400
400
350
350
300
300
250
250
200
200
150
150
100
100
50
50
0
0
366
saw a slight increase in its gross profit margin after raising the directsales share of its UK business. In Southern Europe, the new sales offices in
France and Spain had a similarly beneficial effect. Kuoni Switzerland
further improved its gross profit margin, too, thanks to the positive effects
201
182
172
101
168
166
185
164
87
57
50
at its 2010 level. The higher margins achieved through the sizeable increase
Scandinavia
UK &
Benelux
Division
Northern Region
Switzerland
Southern
Europe
Division
Southern Region
Asia
Destinations
Division
Destinations
The Kuoni Group posted a gross profit margin for 2011 of 20.1%.
The decline from the prior-year level of 21.9% is due to the acquisitions
ACQUISITION COSTS
for the year, since the company operates a highly automated large-
business growth in the course of the year, the Kuoni Group saw its
At the same time, however, operating cost efficiency was further im-
gross profit margin, thanks largely to the expansion of VFS Globals con-
Gross profit margin trends showed wide variations from unit to unit
gross profit margin was also dented by the need to repatriate vacationers
A total of CHF 106 million was spent on the programme over its three-
year duration.
02 Financial Report
146 | 147
02_01_
K u o n i G R OUP
>>
>>
the Groups Asian business and the further expansion of VFS Global and
its activities.
60.0
60
50.0
50
40.0
40
30.0
30
20.0
20
10.0
10
0.0
0
-10.0
-10
-20.0
-20
48.6
43.9
21.2
8.2
8.3
2.9
8.1
4.4
UK &
Benelux
Division
Northern Region
to the overall EBIT achieved. The declines in all key foreign currencies
2010
2011
28.5
Scandinavia
47.6
42.2
Switzerland
8.9
Southern
Europe
Division
Southern Region
Asia
Destinations
Division
Destinations
against the Swiss franc in the course of 2011 did, however, have a tangible
effect on the consolidated EBIT result. The acquisition of Gullivers Travel
The net group result amounted to CHF 33.3 million. The increase on the
EBIT and an improved financial result. Tax expense was higher, however,
200
200
175
175
150
150
125
125
100
100
75
75
50
50
25
25
0
0
The Kuoni Group reported a net financial result of CHF 9.4 mil-
20.2
35.7
148.7
is due largely to the fact that the prior-year result was more strongly
168.9
by underlying profits and losses deriving from the valuation of longterm balance-sheet items. The prior-year result also included one-
38.8
time costs of CHF 3.1 million incurred through the attempts to acquire
74.2
EBIT
Reported
Amortisation
IFRS 3
Investment
Programme
Underlying
EBIT
Acquisition
& Integration
Costs GTA
average weighted tax rate was higher than the long-term average,
because the mix of different tax rates for profit and loss results had a net
upward effect on the tax rate as a whole. The fact that acquisition
02 Financial Report
148 | 149
02_01_
K u o n i G R OUP
>>
>>
costs could not be used for tax reduction purposes also impacted
and Southern Europe; and the further expansion of VFS Globals activities
CHF 7.43). The Board of Directors will recommend to the Annual General
The Kuoni Group held cash and cash equivalents of CHF 376 mil-
Meeting of Shareholders of 17 April 2012 that the profit for the year be
lion at the end of 2011, a decline of some CHF 300 million from
should also comply with the broad parameters of the Kuoni Groups
The fact that the GTA acquisition was financed not only with equity
CHF 0.60 per registered share A and CHF 3.00 per registered share B
and loans but also with available cash has substantially reduced
for the 2011 business year (2010: CHF 0.50/2.50). The payout factor
CHF 352 million of 2010 to CHF 373 million. The Group reported a
net debt position of CHF 306 million at year-end (compared to a net
60.0
60
50.0
50
52.7
46.4
40.0
40
30.0
20.0
30
20
10.0
10
7.4
9.2
2010
2011
0.1
0.0
CHF 562 million to CHF 775 million. A CHF 257 million rights issue
2007
2008
2009
a high value for the travel sector that reflects the Kuoni Groups sound
balance-sheet policy.
NEGATIVE EFFECTS
Associates (GTA) in the course of the year. Kuoni also invested in expand-
ing and refurbishing its branch office networks in the UK, Benelux
02 Financial Report
150 | 151
KEP is calculated from net operating profit after tax (NOPAT) less the
cost of capital invested in operations.
Group-level capital costs have been set
at a sustainable rate weighted average
cost of capital (WACC) of 8.5%. Specific
capital cost rates have also been set for
the Groups individual divisions and
markets that accommodate the corresponding economic and currency
considerations.
02_01_
K u o n i G R OUP
>>
>>
ensure that it has a sustainable effect. To this end, planning and budget-
CHF 47.4 million. The increase in turnover volumes and the improvement in operating earnings performance were more than offset by higher
Kuoni economic profit
(CHF million)
2011
2010
40.9
1233.4
3.30%
8.50%
5.10%
47.4
24.1
40.2
748.2
5.40%
8.50%
3.1%
23.3
40.9
20.0%
20
15.0%
15
17.0%
18.8%
10.0%
10
5.4%
5.0%
5
80.0
80
60
40.0
40
20.0
20
0.0
0
-20.0
-20
-40.0
-40
-60.0
-60
-80.0
-80
60.0
ROIC (%)
0.0%
0
71.9
60.4
3.3%
0.1%
-5.0%
-5
2007
2008
2009
2010
2011
64.3
2007
2008
2009
After a relatively favourable first half-year, the last six months of 2011
2010
2011
and events that occurred in the course of the year had a tangible
impact on the global economy, which continues to be plagued by sizeable
uncertainty and offers only cloudy prospects for the immediate future.
Based on the most recent prognoses available, the year is likely to see
further weak growth in global GDP terms. Economic growth in Europe is
expected to feel the pinch of the financial policies now being implemented
in response to the debt crisis. Growth rates projected for 2012 in emer
ging economies are likely to be slightly below prior year, though these
nations should continue to serve as a powerful motor for further global
economic expansion.
02 Financial Report
152 | 153
02_01_
K u o n i G R OUP
>>
For the tourist sector, the United Nations World Tourism Organiza-
>>
6000
6000
5000
4 000
3000
5000
4699
5111
4 855
4000
3894
3984
2009
2010
Turnover
(CHF million)
3000
2000
2000
1000
1000
0
2007
2008
2011
contrast, the effects of the European debt crisis, including the effect on
consumer sentiment in the European tour operating sector, are still
hard to predict. Based on the latest trading figures for the first weeks of
the current year, Kuoni is confident about 2012. The further expansion
200.0
200
150.0
150
100.0
100
139.5 135.7
150.4 151.0
50.0
50
15.1
0.0
0
1.6
EBIT
Net result
74.2
58.4
23.2
33.3
-50.0
-50
2007
2008
2009
2010
2011
aims to increase its business volumes at rates that are above the general
market average, through a combination of targeted acquisitions and
its own organic growth. In doing so, and by continuously enhancing its
business processes, Kuoni will ensure further earnings improvements.
Kuoni will also remain true to its strategy of low vertical integration. The
Group will continue to focus on its core travel competence, with a
particular strong positioning in growth markets, in Destination Management services and in online business. By offering a broadly-based
portfolio of services that are closely tailored to individual needs, by
selectively promoting and developing contemporary sales channels and
by practising strict cost management, Kuoni aims to ensure that it
continues to create added financial value.
02 Financial Report
154 | 155
Remote places
within reach.
fig. 1:
Blossoming season of the rapeseed fields between limestone hills in Luoping in the east of the province of Yunnan.
156 | 157
02_02_
Five-Year Summary
of Key Data
K u o n i G R OUP
CHF million
2011
2010
2009
2008
2007
CHF million
2011
2010
2009
2008
2007
Turnover
Total Northern Region
Scandinavia
UK & Benelux
Total Southern Region
Switzerland
Southern Europe
Asia
Destinations
Corporate
5111
1465
958
507
1386
712
305
370
2405
0
3984
1640
1045
595
1468
797
355
316
1017
0
3894
1664
1012
652
1462
821
374
267
894
0
4855
2017
1193
824
1871
1028
539
304
1101
0
4699
1970
1004
966
1856
1001
558
297
1009
0
5.87
29.33
8.15
40.76
3.26
16.31
7.60
38.01
17.62
88.11
Net result
Per registered share A
Per registered share B
1.84
9.22
1.49
7.43
0.02
0.08
10.54
52.68
9.27
46.36
Equity
Per registered share A
Per registered share B
44.43
222.14
38.57
192.84
40.67
203.37
41.74
208.70
41.33
206.67
EBIT
Total Northern Region
Scandinavia
UK & Benelux
Total Southern Region
Switzerland
Southern Europe
Asia
Destinations
Corporate
74.2
31.4
28.5
2.9
47.8
8.1
8.9
48.6
47.6
52.6
58.4
52.1
43.9
8.2
46.1
8.3
4.4
42.2
21.2
61.0
15.1
14.5
5.3
9.2
33.5
1.5
6.1
25.9
15.5
48.4
150.4
61.2
29.0
32.2
80.8
39.4
18.9
22.5
38.5
30.1
139.5
84.3
38.9
45.4
55.9
19.7
20.1
16.1
32.0
32.7
Dividend
Per registered share A
Per registered share B
0.6045
3.0045
0.505
2.505
1.60
8.00
2.00
10.00
3.40
17.00
119952006
7235672
22956088
28631310
48737640
Payout ratio
34.2%
31.2%
>100%
19.0%
35.9%
33.3
23.2
1.6
151.0
135.7
1.33%
0.55%
2.29%
2.78%
2.88%
57.2
92.8
101.1
306.4
43.3
54.9
117.0
66.6
44.2
52.4
46.7
59.3
59.5
49.2
108.7
88.0
53.2
56.3
256.9
88.8
1249500
1249500
not listed
952000
952000
not listed
952000
952000
not listed
952000
952000
not listed
985600
985600
not listed
Non-current assets
Current assets
Equity
Equity ratio
Non-current liabilities
Current liabilities
Total assets
1576
923
775
31.0%
415
1309
2499
773
1048
562
30.9%
302
957
1821
827
1025
592
32.0%
319
941
1852
809
919
606
35.1%
98
1024
1728
795
1142
607
31.3%
115
1216
1937
3748500
35516387
439
213
225
839
2856000
2682529
459
294
454
787
2856000
2679111
387
253
349
697
2856000
2672731
616
290
360
1447
2956800
2669800
784
517
590
1931
Invested capital1
Return on Invested Capital (ROIC)2
Kuoni Economic Profit (KEP)3
1233
3.3%
47.4
748
5.4%
23.3
760
0.1%
64.3
701
18.8%
71.9
711
17.0%
60.4
900
1383
1063
1097
1861
11048
1683
915
768
5329
1107
545
3677
3867
169
8772
1693
984
709
4692
1166
503
3023
2262
125
9070
1757
1021
736
4914
1190
546
3178
2264
135
9797
1878
1122
756
5557
1426
718
3413
2256
106
8826
1725
992
733
5052
1434
789
2829
1950
99
Net result
Investments in tangible fixed assets
and intangible assets
Depreciation and amortisation
Cash flow (net cash from operating activities)
Net cash
02 Financial Report
158 | 159
fig. 2:
The monsoon-eroded ridges of the Makran Coast along the Indian Ocean in Iran at the Pakistani border.
160 | 161
02_03_
K u o n i G R OUP
>>
CHF Mio.
02 Financial Report
2011
2010
2009
2008
2007
Nettoerls
Outbound Europe
Outbound Nordic
Outbound Kuoni Europe
Global Travel Services
Groups
FIT (Fully Independent Traveller)
Emerging Markets & Specialists
Specialists
Emerging Markets
VFS Global
Corporate
5111.3
2098.7
929.5
1169.8
1843.8
788.9
1070.1
1286.0
900.4
221.9
176.4
0.0
3983.6
2285.1
978.7
1307.0
489.6
n.a.
n.a.
1323.6
954.6
226.2
156.2
0.0
3893.6
2320.7
957.1
1364.2
415.2
n.a.
n.a.
1264.1
949.6
192.7
129.3
0.0
4855.0
2930.1
1092.1
1838.6
601.1
n.a.
n.a.
1463.5
1067.2
281.3
123.4
0.0
4698.6
2948.5
979.0
1970.9
526.0
n.a.
n.a.
1364.5
1046.3
247.1
74.8
0.0
EBITA
Outbound Europe
Outbound Nordic
Outbound Kuoni Europe
Global Travel Services
Groups
FIT (Fully Independent Traveller)
Acquisition and integration cost
Emerging Markets & Specialists
Specialists
Emerging Markets
VFS Global
Corporate
113.0
24.4
35.2
10.8
62.1
19.0
63.3
20.2
79.1
35.4
1.8
41.9
52.6
72.2
55.8
55.8
0.0
6.5
n.a.
n.a.
0.0
70.9
38.8
4.3
36.4
61.0
30.3
25.2
21.7
3.5
5.1
n.a.
n.a.
0.0
48.4
37.1
9.7
21.0
48.4
162.8
115.1
45.8
69.3
18.2
n.a.
n.a.
0.0
59.6
52.0
10.6
18.2
30.1
152.0
107.4
42.4
65.0
16.7
n.a.
n.a.
0.0
60.6
46.3
0.5
13.8
32.7
EBIT
Outbound Europe
Outbound Nordic
Outbound Kuoni Europe
Global Travel Services
Groups
FIT (Fully Independent Traveller)
Acquisition and integration cost
Emerging Markets & Specialists
Specialists
Emerging Markets
VFS Global
Corporate
74.2
20.3
33.9
13.6
36.7
13.4
43.5
20.2
69.8
26.6
1.3
41.9
52.6
58.4
53.0
54.7
1.7
6.1
n.a.
n.a.
0.0
60.3
28.9
5.0
36.4
61.0
15.1
22.4
20.5
1.9
4.9
n.a.
n.a.
0.0
36.2
25.5
10.3
21.0
48.4
150.4
112.6
44.6
68.0
17.8
n.a.
n.a.
0.0
50.1
43.3
11.4
18.2
30.1
139.5
106.0
41.5
64.5
16.7
n.a.
n.a.
0.0
49.5
35.5
0.2
13.8
32.7
162 | 163
In the light
of the unknown.
fig. 3:
The limestone hills along the Li River downstream from Guilin epitomise the beauty of the Chinese landscape.
164 | 165
02_04_
Kuoni grouP
02_04_01_
Notes
31 Dec 2011
31 Dec 2010
(13)
(14)
(15)
(16)
(17)
(23)
200 799
939 778
347 336
11 562
42 273
34 146
1 575 894
8.0
37.6
13.9
0.5
1.7
1.4
63.1
180 108
383 064
114 160
13 077
42 269
39 861
772 539
9.9
21.0
6.3
0.7
2.3
2.2
42.4
(18)
(19)
(20)
288 861
86 874
366 934
180 349
923 018
11.6
3.5
14.7
7.1
36.9
587 898
86 368
210 094
164 042
1 048 402
32.3
4.8
11.5
9.0
57.6
2 498 912
100.0
1 820 941
100.0
Notes
31 Dec 2011
31 Dec 2010
(21)
(21)
3 998
17 163
779 047
0.2
0.7
31.1
3 046
3 943
554 417
0.2
0.2
30.4
765 882
30.6
553 520
30.4
(21)
8 728
774 610
0.4
31.0
8 874
562 394
0.5
30.9
(22)
(23)
(24)
19 819
97 118
298 068
415 005
0.8
3.9
11.9
16.6
18 208
39 438
243 897
301 543
1.0
2.2
13.4
16.6
(24)
(25)
11 391
306 881
372 718
618 307
1 309 297
0.4
12.3
14.9
24.8
52.4
11 761
234 566
352 006
358 671
957 004
0.6
12.9
19.3
19.7
52.5
Total liabilities
1 724 302
69.0
1 258 547
69.1
2 498 912
100.0
1 820 941
100.0
Non-current assets
Tangible fixed assets
Goodwill
Other intangible assets
Investments in associates
Other financial assets
Deferred taxes
Total non-current assets
Current assets
Cash and cash equivalents
Time deposits
Accounts receivable / other receivables
Prepaid expenses
Total current assets
Total assets
02 FinAnciAl RepoRt
Kuoni GRoup
166 | 167
(25)
02_04_02_
02_04_03_
Income Statement
CHF 1000
Notes
2011
2010
CHF 1000
Turnover
(3/4)
5111325
100
3983645
100.0
Net result
Direct costs
Gross profit
4085654
1025671
79.9
20.1
3110494
873151
78.1
21.9
(3/5)
524675
82560
251443
92807
74186
10.3
1.6
4.9
1.8
1.5
459553
91788
208578
54869
58363
11.5
2.3
5.2
1.4
1.5
6673
16068
64791
0.1
0.3
1.3
4591
22926
40028
0.1
0.6
1.0
31446
33345
0.6
0.7
16850
23178
0.4
0.6
1550
0.0
1863
0.0
31795
0.7
21315
0.6
Personnel expense
Marketing and advertising expense
Other operating expense
Depreciation and amortisation
Earnings before interest and taxes (EBIT)
(6)
(7)
(8)
(3/9)
Financial income
Financial expense
Result before taxes
(10)
(10)
Income taxes
Net result
(11)
Of which:
Attributable to non-controlling interests
Attributable to shareholders of
Kuoni Travel Holding Ltd.
Basic earnings per registered share B in CHF
Diluted earnings per registered share B in CHF
(12)
(12)
9.22
9.22
7.43
7.43
(12)
(12)
1.84
1.84
1.49
1.49
02 Financial Report
K u o n i G R OUP
2011
2010
33345
23178
10599
14396
64162
6499
4930
12208
35285
1893
45666
40670
12321
17492
1574
13895
1955
19447
Of which:
Attributable to non-controlling interests
Attributable to shareholders of Kuoni Travel Holding Ltd.
168 | 169
Notes
(21)
(21)
(21)
(21)
02_04_04_
02_04_05_
CHF 1000
Equity as at 1 January 2010
Share
capital
3046
Treasury
shares
6775
Capital
reserves
196120
Net result
Other comprehensive income:
Realised gains or losses
from cash flow hedges
transferred to income
statement
Recognised gains or losses
from cash flow hedges
Translation differences
Income taxes on other
comprehensive income
Total comprehensive income
Dividends
Sale of treasury shares
Use of treasury shares
Changes in ownership interests
Equity as at
31 December 2010
Retained
earnings
562567
Other
reserves1
172293
21315
21315
3046
3943
197123
570349
Net result
Other comprehensive income:
Realised gains or losses
from cash flow hedges
transferred to income
statement
Recognised gains or losses
from cash flow hedges
Translation differences
Income taxes on other
comprehensive income
Total comprehensive income
31795
Dividends
Use of treasury shares
Capital increase
Changes in ownership interests
Equity as at
31 December 2011
7236
470
9857
31795
Total
equity
21315
1863
23178
12208
35377
1893
40762
1893
19447
213055
Noncontrolling
interests
591732
12208
35377
9545
122
CHF 1000
9067
4930
1003
582665
4930
22956
140
2692
Total equity
of Kuoni
shareholders
4930
92
12208
35285
1955
1893
17492
22956
1143
12237
122
1360
788
24316
1143
12237
910
553520
8874
562394
31795
1550
33345
10599
10599
10599
14396
64186
14396
64186
24
14396
64162
6499
45690
6499
13895
1574
6499
12321
2011
2010
33345
92807
5293
1610
23178
54869
1755
14369
26146
2
1001
46487
101125
11934
9863
14371
33773
117008
36035
21157
607591
1889
792
402
629
663459
25414
17930
15230
1907
90756
1958
2522
146859
51032
0
234513
0
1720
7236
276589
5428
1143
0
910
1360
22956
29511
13292
13119
299037
72481
587898
660379
288861
587898
952
3998
550
12670
17163
256088
453211
584581
258745
K u o n i G R OUP
7236
1020
234513
0
1720
765882
8728
8956
1020
234513
0
774610
Notes
(8)
(13)
(15)
(2)
(16)
02 Financial Report
170 | 171
02_04_06_
K u o n i G R OUP
Accounting Principles
Kuoni Travel Holding Ltd. (the Company) is domiciled in Zurich. The consolidated financial statements for the
year ended 31 December 2011 cover
the Company and all its subsidiaries
(Kuoni Group) and associates. The Company is one of Europes leading tourism
companies, active in the leisure travel
and destination management field. The
consolidated financial statements are
prepared in accordance with International Financial Reporting Standards
(IFRS) and comply with Swiss law.
Basis of Preparation
The Kuoni Group adopted the following new and revised standards and
new interpretations with effect from
1 January 2011:
Revised standards:
>>
New interpretations:
Effective date
Planned
application
1 January 2013
1 January 2013
1 January 2013
1 January 2013
1 January 2015
1 January 2012
1 July 2012
1 January 2013
1 January 2013
1 January 2013
1 January 2014
02 Financial Report
Accounting Principles
Subsidiaries
172 | 173
Associates
All intragroup transactions and balances and any unrealised gains and
losses or income and expenses arising
from intragroup transactions are eliminated in the consolidation process.
Foreign Currency
Transactions
historical 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
recognised in the income statement.
Consolidation of Foreign
Subsidiaries
Turnover
The Group renders a wide range of travel services. The revenue from rendering these services is recognised in the
income statement at the time when the
significant risks and rewards are transferred to the customer. This is generally the case on the date of departure
or, in the case of destination management activities, on the date of arrival.
Turnover comprises net sales revenues
from the tour operating business (after
deduction of sales taxes, value added
tax, discounts and commissions) as
well as commissions received from leisure travel retailing.
Employee Benefits
Wages, salaries, social security contributions, paid vacation and sickness-related absences, bonuses and
02_04_06_
K u o n i G R OUP
>>
Share-Based Compensation
Retirement Benefits
Accounting Principles
02 Financial Report
>>
Income Taxes
Accounting Principles
Buildings
Other tangible fixed assets:
Fixtures and equipment
Fixtures and equipment
at point of sale
IT hardware, office
equipment and vehicles
Personal computers and
office machines
Years
2050
The Group does not have any intangible assets with indefinite useful lives,
except for goodwill.
8
5
3
Goodwill
10
Intangible Assets
174 | 175
Financial Investments
investments are derecognised, the cumulative gain or loss previously recognised directly in equity is recognised
in the income statement.
The fair value of listed available-forsale investments is their quoted bid
price at the balance sheet date. The fair
value of unlisted investments is estimated using valuation techniques.
Time deposits (with a maturity exceeding 12 months from the date of
acquisition), long-term loans and other
long-term receivables 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 classified 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
02_04_06_
K u o n i G R OUP
>>
Impairment
Treasury Shares
Accounting Principles
Financial Debt
>>
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.
Provisions
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 Groups control.
They may also be present obligations
02 Financial Report
Accounts Payable
The Group uses derivative financial instruments primarily to hedge its exposure to foreign exchange risks arising
from operational, 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,
derivative 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
are initially recognised at fair value.
Subsequent to initial recognition, derivative financial instruments are stated at fair value. Derivative financial
instruments with a positive fair value
are included in acc ounts receivable,
while those with negative fair value
are included in accounts payable. 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 calculated amount that the
Group would receive or pay to terminate the contracts at the balance sheet
date, based on quotes from independent counterparties.
Accounting Principles
Hedging
176 | 177
Segment Reporting
02_04_06_
02_04_07_
>>
K u o n i G R OUP
Accounting Principles
1. Exchange Rates
The following exchange rates were used for the Groups most important
currencies:
Diluted earnings per share further
take into account any dilution effect
which might have resulted from the
exercise of options.
Estimates and underlying assumptions are reviewed on an ongoing basis. Changes in accounting estimates
may be necessary if there are changes
in the circumstances on which the estimate was based, or as a result of new
information or additional experience.
Such changes are recognised in the period in which the estimate is revised.
Group companies may become involved in warranty proceedings or onerous contracts in the course of their
ordinary operating activities. 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 proceedings. Further claims could
also arise which might not be covered
by existing liabilities 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.
Income Taxes
As at 31 December 2011, the net receivable for current income taxes amounts
to CHF 6.7 million, the net payable for
current income taxes amounts to CHF
28.2 million and the net payable for deferred income taxes amounts to CHF
63.0 million (see note 23). Significant
estimates are required in determining the current and deferred tax assets
and liabilities. Some of these estimates
are based on interpretations of existing tax laws and regulations. Management believes that these estimates
02 Financial Report
Unit
2011
2010
2011
2010
1
1
1
1
1
1
1
1
1
1
0.940
1.451
1.217
0.164
0.157
0.136
0.121
0.018
0.011
0.030
0.936
1.449
1.251
0.168
0.160
0.140
0.120
0.021
0.012
0.031
0.887
1.421
1.233
0.166
0.158
0.137
0.114
0.019
0.010
0.029
1.042
1.609
1.381
0.185
0.173
0.145
0.134
0.023
0.013
0.033
2. Acquisitions
Acquisitions 2011
178 | 179
02_04_07_
K u o n i G R OUP
>>
>>
Acquisitions 2010
at the beginning of May 2011. GTA is one of the worlds leaders in the
The GTA purchase price amounts to USD 664 million in cash. The assets
and liabilities in the table were taken over as shown: The acquisition-
CHF Million
Tangible fixed assets
Goodwill
Other intangible assets
Other tangible assets
Cash and cash equivalents
Time deposits
Accounts receivable/other receivables
Prepaid expenses
Non-current liabilities
Current liabilities
Non-controlling interest
Purchase price in cash
Cash and cash equivalents acquired
Purchase price not yet paid
Sales price adjustments on prior year acquisitions
Cash flow used for acquisitions
related intangible assets identified were valued at CHF 273 million while
Gullivers Travel
Associates
Others
Total
acquired
2011
Total
acquired
2010
18.8
599.8
293.2
5.8
6.5
0.0
188.8
21.7
73.0
446.1
0.0
615.5
0.0
1.5
1.4
0.1
1.1
0.3
0.4
0.2
0.4
1.6
0.0
3.0
18.8
601.3
294.6
5.9
7.6
0.3
189.2
21.9
73.4
447.7
0.0
618.5
0.2
13.5
8.8
0.0
3.2
0.7
8.9
3.1
2.0
17.3
0.0
19.1
6.5
1.7
0.0
607.3
1.1
0.4
1.2
0.3
7.6
2.1
1.2
607.6
3.2
0.7
0.0
15.2
02 Financial Report
180 | 181
02_04_07_
K u o n i G R OUP
>>
GTA reported turnover of CHF 1346 million for the eight-month period
>>
Acquisitions 2010
their size. The total purchase price of all these acquisitions amounted
to CHF 19.1 million in cash. The companies acquired generated an aggregate turnover of CHF 28.9 million under their Kuoni Group ownership
If the acquisition had been effected as of 1 January 2011, GTA would have
in 2010 (or a turnover of CHF 140.3 million for the full year) and reported
of CHF 0.2 million (and a negative EBIT of CHF 2.2 million for the full year).
and a CHF 2.0 million lower EBIT for the 2010 business year.
in view of its size. The purchase price amounted to SEK 21 million in cash.
The company generated turnover of CHF 9 million in the ten-month
reporting period and achieved a breakeven EBIT result.
Had the two acquisitions been effected on 1 January 2011, the Kuoni
Group would have reported an additional CHF 474 million of turnover
and a CHF 8 million lower EBIT result for the year.
02 Financial Report
182 | 183
02_04_07_
K u o n i G R OUP
>>
CHF 1000
Scandinavia
3. Segment Reporting
Information
by reportable
segments/divisions
>>
Northern
Region
UK & Benelux
Southern
Europe
Switzerland
Southern
Region
Asia
Destinations
Total reportable
segments/divisions
Corporate
2011
2010
2011
2010
2011
2010
2011
2010
2011
2010
2011
2010
2011
2010
2011
2010
2011
2010
External turnover
Turnover with
other segments
Turnover of divisions
Eliminations
Turnover
957362
1044394
506692
594585
1464054
1638979
711730
796933
303177
352590
369712
315964
1384619
1465487
2262652
879179
5111325
3983645
565
957927
612
1045006
2
506694
0
594585
564
1464618
612
1639591
1
711731
8
796941
1798
304975
2582
355172
171
369883
182
316146
1623
1386242
2368
1467855
142544
2405196
137707
1016886
144731
5256056
144731
140687
4124332
140687
GOP
GOP margin
171961
18.0%
201020
19.2%
87059
17.2%
100455
16.9%
259020
17.7%
301475
18.4%
166146
23.3%
181788
22.8%
49508
16.2%
57709
16.2%
185296
50.1%
167760
53.1%
400950
28.9%
407257
27.7%
365701
15.2%
164419
16.2%
1025671
873151
Depreciation
and amortisation
4905
5147
7438
8051
12343
13198
9242
9373
2949
2465
8463
9077
20654
20915
42486
7701
75483
41814
17324
Earnings before
interest and taxes
(EBIT)
EBIT margin
28506
3.0%
43922
4.2%
2927
0.6%
8145
1.4%
31433
2.1%
52067
3.2%
8070
1.1%
8339
1.0%
8869
2.9%
4465
1.3%
48599
13.1%
42221
13.4%
47800
3.4%
46095
3.1%
47606
2.0%
21190
2.1%
126839
119352
405
43
1600
1596
2005
1639
2005
244467
223343
341940
247201
290710
127951
322688
144708
534153
350269
664277
391558
239597
210691
275046
182539
68787
67683
71098
67062
186323
83992
212068
88970
493389
361048
556722
337080
1412985
631064
377610
223526
6799
3646
4819
4621
11618
8267
5909
6316
4875
2194
13301
6676
24085
15186
12175
915
931
984
1027
768
814
709
724
1683
1745
1693
1751
1107
1066
1166
1153
545
520
503
525
3677
3810
3023
3152
5329
5396
4692
4830
3867
4795
Share in result
from associates
Assets
Liabilities
Capital expenditure
Number of staff
(full-time equivalents):
annual average
at year-end
2011
2010
Group
2011
2010
5111325
3983645
1025671
20.1%
873151
21.9%
13055
92807
54869
52653
60989
74186
1.5%
58363
1.5%
1639
88
167
1917
1472
2440527
1342381
1598609
952164
583851
3819211
2223321
3063831
2498912
1724302
1820941
1258547
3236
47878
26689
9314
16655
57192
43344
2262
2319
10879
11936
8647
8900
169
168
125
148
11048
12104
8772
9048
02 Financial Report
184 | 185
Transcending
our own limitations.
fig. 4:
The Jinshanling section of the Great Wall of China, 135 km north of Beijing, the morning after a winter snow fall.
186 | 187
02_04_07_
K u o n i G R OUP
>>
>>
CHF 1000
Switzerland1
International
Eliminations
Total
2011
2010
Change
in %
725537
4420647
34859
5111325
827180
3202568
46103
3983645
12.3
+38.0
+24.4
+28.3
CHF 1000
Switzerland
International
Total
Tangible
fixed assets
31 Dec 2011
Intangible
assets
31 Dec 2011
Total
31 Dec 2011
Tangible
fixed assets
31 Dec 2010
Intangible
assets
31 Dec 2010
Total
31 Dec 2010
74904
125895
200799
44451
1242663
1287114
119355
1368558
1487913
76729
103379
180108
45959
451265
497224
122688
554644
677332
2011
2010
Change
in %
418326
37045
35805
33499
524675
365166
36922
29827
27638
459553
+14.6
+0.3
+20.0
+21.2
+14.2
4. Turnover
CHF 1000
Tour Operating Business
Destination Management Services
Eliminations
Total
2011
2010
Change
in %
2845788
2405196
139659
5111325
3102470
1016886
135711
3983645
8.3
+136.5
2.9
+28.3
Turnover for 2011 was CHF 1127 million or 28.3% higher than in the
prior year. Organic growth increased turnover by 1.2%, acquisitions
added 35.4% and currency movements reduced turnover volume by 8.3%.
5. Gross Profit
Gross profit comprises turnover less all directly allocable airline, ship,
rail, hotel, car rental and similar costs. Gross profit also includes
Breakdown of EBIT
CHF 1000
Total EBIT of reportable segments/divisions
Corporate
Corporate cost
Investment and cost-reduction programme
Total
2011
2010
Change
in %
126839
119352
+6.3
16886
35767
74186
20530
40459
58363
+17.7
+11.6
+27.1
6. Personnel Expense
launched in the areas of electronic distribution channels, global marketing and branding and raising employee skills and efficiency. A total of
CHF 35.8 million was spent on the programme in 2011 (CHF 40.5 million
in 2010).
02 Financial Report
188 | 189
02_04_07_
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>>
SHare-Based Compensation
>>
of the fixed and variable and the short-term and long-term incentive
components.
is paid in cash form; the remaining 50% is paid in shares. The issue
price of the shares concerned is redefined each year and amounts to
Share-based compensation costs for 2011 totalled CHF 8.4 million (prior
the average of all closing prices for the last ten trading days of the month
year: CHF 13.4 million). The average price of the 275 72 shares used for such
purposes in 2011 amounted to CHF 306 (prior year: 56627 shares used;
average price CHF 237). The price of each share so used is determined by its
groupwide. Under the MPP, the members of the Group Executive Board
receive a yearly compensation which is divided roughly equally into a
The Group incurs costs for retirement benefit plans in accordance with
of annual financial targets and personal targets, and is paid in cash. The
Discount rate
Expected return on investment
Salary increases
Rate of pension increase
2011
2010
2.50%
3.20%
1.70%
0.30%
3.20%
4.10%
1.70%
0.30%
the country concerned. The s urpluses of the major defined benefit plans
190 | 191
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K u o n i G R OUP
>>
CHF 1000
Assets of independent retirement plans at fair value
Defined benefit obligations (DBO) of the funded pension plans
Deficit
Cumulative, unrecognised actuarial and investment loss (net)
Unrecognised part of defined benefit assets
Defined benefit assets recognised in the statement of financial position (net)
Pension assets
Pension liabilities
>>
31 Dec 2011
31 Dec 2010
345708
373883
28175
355875
354277
1598
46707
0
18532
16249
0
17847
18775
243
18112
265
2011
2010
354277
338054
10365
11072
5190
25311
18351
61
373883
8825
12123
5598
20330
14834
4827
354277
2011
2010
10365
11072
14584
163
514
7530
8825
12123
13894
40
1323
8417
29515
37045
28505
36922
2011
2010
355875
340322
14584
8210
5190
25311
12788
52
345708
13894
9133
5598
20330
11114
3856
355875
The actuarially determined retirement benefit costs stated above are set
against the Groups contributions to retirement benefit plans. The
following table gives a calculation of the pension costs of the Groups
major defined benefit plans:
CHF 1000
Current employer service cost
Interest costs
Expected return on assets
Recognition of actuarial losses
Effect of the asset ceiling
Pension cost recognised in income statement
Other pension cost (defined contribution plans and state retirement benefits)
Total pension costs
31 Dec 2010
plans, the impact of differences between the expected and the actual
26%
53%
9%
12%
100%
27%
53%
8%
12%
100%
02 Financial Report
The following table shows the (deficit)/surplus held by the Groups pension
31 Dec 2011
profits/(losses) on the defined benefit obligation for the past five years.
CHF 1000
2011
2010
2009
2008
2007
345708
355875
340322
308713
398321
373883
28175
354277
1598
338054
2268
313984
5271
348133
50188
12788
5538
23889
11114
1604
16438
17005
5161
6569
73333
1307
13305
14998
3197
29380
192 | 193
02_04_07_
K u o n i G R OUP
>>
CHF 1000
Rent and utilities
Aircraft leasing
Administrative and other expenses
Total
>>
2011
2010
Change
in %
67921
19015
164507
251443
67371
26121
115086
208578
+0.8
27.2
+42.9
+20.6
2011
2010
Change
in %
5266
23221
64320
92807
4520
21849
28500
54869
+16.5
+6.3
+125.7
+69.1
CHF 1000
2011
2010
Interest income
Dividend income
Share in profits from associates
Non-operational exchange gains (net)
Other financial income
Financial income
5171
10
145
1040
307
6673
4176
7
187
0
221
4591
12417
0
2062
1589
16068
9244
8923
1659
3100
22926
2011
2010
34429
2983
31446
18876
2026
16850
Interest expenses
Non-operational exchange losses (net)
Share in losses from associates
Other financial expenses
Financial expense
The increase in interest expenses derives from the syndicated loan facility.
In 2010 Kuoni made a takeover offer for Et-china.com International
Holdings Ltd. in Guangzhou (China). However, there was a lack of clarity
EBIT for 2011 was CHF 15.8 million or 27.1% up on the prior-year result.
interest to Kuoni. Kuoni was not affected by this lack of clarity. Because of
costs of CHF 3.1 million were incurred in prior year through the activities
connected with this planned takeover. These are shown under other
financial expenses.
CHF 1000
Current taxes
Deferred taxes
Total
02 Financial Report
194 | 195
02_04_07_
K u o n i G R OUP
>>
>>
2011
2010
10398
4929
2313
1193
953
20467
267
378
31446
11129
1605
923
2700
4501
11452
85
873
16850
The weighted average tax rate of the Group for the year under review
was 16% (2010: 28%), The various tax rates applicable to the group
subsidiaries positive and negative results reduced the tax rate in 2011.
Depending on the country involved, profit distributions have varying
tax consequences, the extent of which cannot be estimated.
The Group has the following unrecognised tax loss carried forward:
Expiring CHF 1000
Up to 1 year
1 to 5 years
Over 5 years
Unlimited
Total
Not capitalised maximum positive tax effect
2011
2010
51
146122
66957
141871
355001
5997
127994
32590
124572
291153
103494
84360
Land and
buildings
Other tangible
fixed assets
Total tangible
fixed assets
205616
152060
357676
Additions
Disposals
Acquisitions
Translation differences
Purchase cost as at 31 December 2010
2493
869
0
12969
194271
22921
21774
161
11322
142046
25414
22643
161
24291
336317
69087
90218
159305
Additions
Disposals
Translation differences
Accumulated depreciation as at 31 December 2010
4520
32
2320
71255
21849
19857
7256
84954
26369
19889
9576
156209
123016
57092
180108
194271
142046
336317
Additions
Disposals
Acquisitions
Translation differences
Purchase cost as at 31 December 2011
6538
0
5269
2028
204050
29497
16998
13582
5911
162216
36035
16998
18851
7939
366266
71255
84954
156209
Additions
Disposals
Translation differences
Accumulated depreciation as at 31 December 2011
5266
0
241
76280
23221
15377
3611
89187
28487
15377
3852
165467
127770
73029
200799
31 Dec 2011
31 Dec 2010
294860
183248
276182
129987
CHF 1000
2010
9.22
29702
3220792
7.43
19901
2680030
1.84
2093
1135075
1.49
1414
952000
02 Financial Report
CHF 1000
Buildings
Furniture, fixtures and equipment
196 | 197
02_04_07_
K u o n i G R OUP
>>
>>
14. Goodwill
CHF 1000
2011
2010
383064
405286
Acquisitions
Purchase price adjustments
Translation differences
Net book value as at 31 December
601265
1246
43305
939778
13482
420
35284
383064
Intangible
assets from
acquisitions
Further
intangible
assets
Total other
intangible
assets
141173
52864
194037
Additions
Disposals
Acquisitions
Translation differences
Purchase cost as at 31 December 2010
0
0
8733
13367
136539
17930
8085
64
2764
60009
17930
8085
8797
16131
196548
40712
28169
68881
Additions
Disposals
Translation differences
Accumulated depreciation and amortisation as at 31 December 2010
13816
0
4932
49596
14684
8081
1980
32792
28500
8081
6912
82388
86943
27217
114160
136539
60009
196548
Additions
Disposals
Acquisitions
Translation differences
Purchase cost as at 31 December 2011
0
0
274101
17281
393359
21157
8551
20521
2282
90854
21157
8551
294622
19563
484213
49596
32792
82388
Additions
Disposals
Translation differences
Accumulated depreciation and amortisation as at 31 December 2011
38723
0
561
87758
25597
8276
994
49119
64320
8276
1555
136877
305601
41735
347336
CHF 1000
CHF 1000
Total Northern Region
Scandinavia
UK & Benelux
Total Southern Region
Switzerland
Southern Europe
Asia
Destinations
Total
11.8%
12.9%
9.5%
14.4%
22.0%
13.2%
31 Dec 2011
31 Dec 2010
217898
115197
102701
57347
32154
10585
14608
664533
939778
221053
118087
102966
60028
32154
10881
16993
101983
383064
business plan also pays due regard to historic values based on past
experience and includes projections for the next five years. Subsequent
from 0.5% to 2%. The discount rates have been calculated on the basis of
the weighted average capital costs of the Kuoni Group, with due and
02 Financial Report
198 | 199
02_04_07_
K u o n i G R OUP
>>
>>
CHF 1000
2011
2010
13077
12591
Share in profits
Share in losses
Investment in associates
Net book value as at 31 December
145
2062
402
11562
187
1659
1958
13077
CHF 1000
Cash holdings and bank current accounts
Time deposits and money market investments with original term up to 90 days
Total
2011
2010
42269
45411
Additions
Disposals
Acquisitions
Translation differences
Net book value as at 31 December
5540
5387
1141
1290
42273
6747
8599
5
1295
42269
CHF
GBP
EUR
USD
SEK
Other
Total
funded pension plans totalling CHF 18.8 million (2010: CHF 18.1 million)
see note 6. As in the previous year, there are no loans to associates.
02 Financial Report
31 Dec 2010
252388
36473
288861
463692
124206
587898
31 Dec 2011
31 Dec 2010
33846
51325
52246
36521
9145
105778
288861
190839
119021
52548
43769
82789
98932
587898
2011
2010
0.1%
0.5%
0.9%
0.3%
1.8%
0.2%
0.6%
0.5%
0.4%
0.6%
31 Dec 2011
CHF 1000
CHF
GBP
EUR
USD
SEK
200 | 201
02_04_07_
Kuoni GRoup
>
>
CHF 1 000
31 Dec 2011
31 Dec 2010
295 154
0
62 099
23 042
32 723
366 934
150 951
15
47 012
15 615
27 731
210 094
31 Dec 2011
31 Dec 2010
213 319
111 025
31 878
12 793
20 961
389 976
23 042
366 934
122 008
45 399
22 726
16 628
18 948
225 709
15 615
210 094
2011
2010
15 615
15 478
Change (net)
Translation differences
Flat-rate value adjustments 31 December
7 953
526
23 042
1 034
897
15 615
31 Dec 2011
31 Dec 2010
0
2 823
106
76 104
7 841
86 874
49
0
781
78 119
7 419
86 368
2011
2010
1.0%
1.0%
0.6%
1.5%
1.0%
0.7%
1.1%
EUR
GBP
USD
SEK
02 FinAnciAl RepoRt
202 | 203
Leaving well
enough Alone.
fig. 5:
One of the highest volcanic peaks known as the Tezoua in the bizarre Hoggar Mountains of southern Algeria.
204 | 205
02_04_07_
K u o n i G R OUP
>>
>>
21. Equity
The capital administered by the Kuoni Group corresponds to the consolidated equity. Kuonis aims in administering this capital are:
acquisitions;
investment risk.
Registered
share A
Registered
share B
Total
1249500
0.20
3748500
1.00
4998000
Share capital
CHF
in %
249900
6.25
3748500
93.75
3998400
100.00
Voting rights
Number
in %
1249500
25.00
3748500
75.00
4998000
100.00
Type of share
Number
Nominal value in CHF
Conditional Capital
page 213.
CHF 1000
Equity attributable to shareholders of Kuoni Travel Holding Ltd.
Non-controlling interests
Total equity
Total assets
Equity ratio
31 Dec 2011
31 Dec 2010
765882
8728
774610
553520
8874
562394
2498912
31.0%
1820941
30.9%
Authorised Capital
generally distributes between 30% and 35% of its net profit for the year
to its shareholders. The Board of Directors will propose to the Annual
Opting out/Opting up
share A and CHF 3.00 per registered share B for the 2011 business year.
Incorporation.
02 Financial Report
206 | 207
02_04_07_
K u o n i G R OUP
>>
>>
Principal Shareholders
Options have not been issued from 2005 onwards. The Kuoni Group has
Shareholders;
Treasury Shares
Share plan
Number of
registered
shares B
Book value
CHF 1000
135494
6775
Sales
Use
Held on 31 December 2010
2796
53831
78867
140
2692
3943
46925
10999
136791
12670
550
17163
Retained Earnings
Options
Share Plan
Other Reserves
Translation
differences
Hedging
reserves
Fair value
reserves
Total
169072
3221
172293
35377
204449
3648
9033
0
8606
0
0
0
0
3648
9033
35377
213055
64186
268635
7843
10653
0
9890
0
0
0
0
7843
10653
64186
258745
The remaining treasury shares held are reserved for the employee share
plan of the Board of Directors, the Group Executive Board and
02 Financial Report
208 | 209
02_04_07_
K u o n i G R OUP
>>
>>
Translation Differences
Hedging Reserves
Fair-Value Reserves
2011
2010
39861
39438
423
39684
43059
3375
2983
6499
64185
4306
62972
2026
1893
1414
1293
423
34146
97118
39861
39438
22. Provisions
amounted to CHF 3.5 million (2010: CHF 3.0 million). They arise largely
Employee
benefits
2011
Direct
costs
2011
Other
2011
Total
2011
Total
2010
Provisions as at 1 January
13600
3418
1190
18208
19022
Additions
Used
Released
Acquisitions
Translation differences
Provisions as at 31 December
2219
2236
1137
1083
183
13346
263
126
784
0
34
2737
13
17
501
3244
193
3736
2495
2379
2422
4327
410
19819
2917
1449
1198
557
1641
18208
CHF 1000
02 Financial Report
from the positive and negative current market values of the currency
and fuel price hedging contracts classified as cash flow hedges.
Deferred taxes are derived from the following statement of financial
position items:
CHF 1000
Current assets
Tangible fixed assets
Other non-current assets
Accrued expenses and provisions
Deferred taxes deriving from timing differences
Netting of deferred taxes within each Group company
Deferred taxes deriving from timing differences (net)
Tax effect on undistributed retained earnings of subsidiaries
Deferred taxes on recognised tax loss carry-forwards
Total
210 | 211
Deferred tax
assets
31 Dec 2011
Deferred tax
liabilities
31 Dec 2011
Deferred tax
assets
31 Dec 2010
Deferred tax
liabilities
31 Dec 2010
1405
4825
73
14501
20804
8227
4225
81523
2662
96637
856
2349
29
15225
18459
7056
5452
24934
2441
39883
12019
8785
12019
84618
10748
7711
10748
29135
12500
25361
34146
97118
10303
32150
39861
39438
02_04_07_
K u o n i G R OUP
>>
>>
CHF 1000
Bond
Bank debts
Other
Total
Of which:
Current financial debts
Non-current financial debts
31 Dec 2011
31 Dec 2010
199124
110081
254
309459
198644
55633
1381
255658
11391
298068
11761
243897
Kuoni Travel Holding Ltd. issued a CHF 200 million bond at an annual
interest rate of 3% in October 2009. The bond was issued at 100.309%.
The bond has a duration of four years and matures on 28 October 2013.
CHF 1000
The effective interest rate applied is 3.27%. The bond had a market value
31 Dec 2011
31 Dec 2010
309459
334923
14706
5623
207976
98570
8048
255658
283186
14506
6345
17892
218376
26067
31 Dec 2011
31 Dec 2010
300456
8637
366
309459
243644
10086
1928
255658
sheet date, together with the syndicated credit facility concluded in 2011.
Financial debts are denominated in the following currencies:
The Kuoni Group has access to a CHF 350 million syndicated credit
facility which was established in March 2011 to part-finance the acquisition of Gullivers Travel Associates, London. Kuoni Travel Holding Ltd.,
Zurich is the liable party. The credit facility is of five years duration and
CHF 1000
CHF
EUR
Other
Total
02 Financial Report
212 | 213
02_04_07_
K u o n i G R OUP
>>
>>
2010
2.8%
3.3%
2.9%
3.8%
CHF
EUR
and further key personnel. The associated risk scenarios are then
developed on the basis of these and further considerations, including
corporate goals and strategies. Kuonis groupwide risk management
covers 17 top Group-level risks. Beyond these, three to five specific top
risks are managed and monitored for each division and for the
most important business units.
mented where they were not already fully in place, and documented.
Procedures have also been defined to monitor and assess the existence
of internal controls.
02 Financial Report
214 | 215
02_04_07_
K u o n i G R OUP
>>
>>
Liquidity Risk
Liquidity risk is the risk that the Kuoni Group may be unable to meet its financial
The table below shows the financial instruments held by the Kuoni Group.
its liquidity to keep it at adequate levels, with monthly reports to the Group
CHF 1000
Loans,
receivables
and payables
at amortised
cost
Executive Board. This is done partly by maintaining liquidity reserves, to even out
the usual fluctuations in liquidity levels and needs. Kuoni also has unutilised
Availablefor-sale
At fair value
through profit
and loss
Used as cash
flow hedges
Other
Total
carrying
amount2
credit facilities to cope with any major liquidity fluctuations. These unused credit
facilities totalled CHF 351 million on 31 December 2011 and are available for
loans, overdrafts and hedging activities. The facilities are spread among several
31 Dec 2011
Other financial assets
Cash and cash equivalents
Time deposits
Accounts receivable/other receivables
Total financial instruments assets
obligations when these become due for payment. Kuoni permanently monitors
244
244
18775
1997
1997
30726
30726
6680
25455
42273
288861
86874
366934
784942
28218
28218
309459
306881
618307
1234647
dates of the financial debts held are shown in note 24. The other financial instruments held (accounts payable and accrued expenses) are all payable within
six months.
Financial debts
Accounts payable
Accrued expenses
Total financial instruments liabilities
309459
285505
590089
1185053
4015
17361
4015
17361
Credit Risk
Exposure to credit risk is monitored on an ongoing basis and covered by appropriate value adjustments on accounts receivable and prepayments made (see note 20).
Credit risks are limited because the customer base of the Kuoni Group consists
31 Dec 2010
23900
587898
86368
177576
875742
Financial debts
Accounts payable
Accrued expenses
Total financial instruments liabilities
255658
182987
350140
788785
257
257
18112
1370
1370
26361
26361
13588
37991
13588
37991
4787
22899
42269
587898
86368
210094
926629
8531
8531
255658
234566
358671
848895
In the normal course of its business, the Kuoni Group is exposed to liqui-
dity, credit and market risks (interest rate and currency risks). To manage
interest rates in the capital market. Generally, all non-current financial liabilities
have fixed interest rates. Consequently, changes in interest rates can result in
these are subject to the risk of market rates changing subsequent to their
fluctuations in the fair value of such financial liabilities. This would not have any
impact on the net result or future cash flows, however. The fair values of financial
liabilities do not differ significantly from their carrying amounts on the balance
sheet date. No corresponding derivatives are outstanding on the balance sheet
date.
02 Financial Report
216 | 217
02_04_07_
K u o n i G R OUP
>>
>>
cash flow hedges are expected to be removed from equity within 12 months.
applicable would have reduced the net result by CHF 3.8 million. A one
increased the net result by the same amount. This analysis is based on the
recognised in the income statement. Both the changes in fair value of the
forward contracts and the foreign exchange gains and losses relating
to the monetary items are reported under direct costs.
The Kuoni Group incurs foreign currency risk primarily on purchases and
borrowings denominated in a currency other than the functional
currency of the subsidiary concerned. A further foreign currency risk of
CHF 1000
Positive
fair values
31 Dec 2011
Negative
fair values
31 Dec 2011
Contract
values
31 Dec 2011
Positive
fair values
31 Dec 2010
Negative
fair values
31 Dec 2010
Contract
values
31 Dec 2010
28914
1812
16537
824
855340
46058
22668
3693
37991
0
1027720
34877
1997
32723
4015
21376
288224
1189622
1370
27731
13588
51579
267186
1329783
could be concluded on the balance sheet date. The fair values calculated
on the balance sheet date should be looked at not in isolation but together
risk limits, the forms of hedging instruments permitted and the relevant
to hedge its foreign currency risk. Most hedging contracts have maturi-
CHF 1000
EUR
USD
THB
Other currencies
Commodity options (aviation fuel)
Total
are rolled over at maturity. The Kuoni Group does not hedge against
the foreign currency risks associated with its net investment in foreign
entities or the related foreign currency translation of local earnings.
Positive
fair values
31 Dec 2011
Negative
fair values
31 Dec 2011
Contract
values
31 Dec 2011
Positive
fair values
31 Dec 2010
Negative
fair values
31 Dec 2010
Contract
values
31 Dec 2010
7295
16792
827
5997
1812
32723
11685
5060
324
3483
824
21376
493550
327643
40737
281634
46058
1189622
4690
8209
638
10501
3693
27731
25766
20390
609
4814
0
51579
529204
404661
40065
320976
34877
1329783
218 | 219
02_04_07_
K u o n i G R OUP
>>
>>
The table below shows the currency risk deriving from financial instru-
CHF 1000
Up to 6 months
7 to 12 months
1 to 2 years
2 to 3 years
Total
Positive
fair values
31 Dec 2011
Negative
fair values
31 Dec 2011
Contract
values
31 Dec 2011
Positive
fair values
31 Dec 2010
Negative
fair values
31 Dec 2010
Contract
values
31 Dec 2010
15572
12508
4643
0
32723
9329
8357
3690
0
21376
672098
393114
124410
0
1189622
11167
12482
4082
0
27731
26867
19867
4845
0
51579
703782
499380
126621
0
1329783
The table below shows the financial instruments used, valued at their
fair market values and using their valuation method.
The levels are defined as follows:
Level 1: Current market value in an active market of an identical
financial instrument.
Level 2: Current market value in an active market of a similar financial
instrument or a valuation method whose prime input factors are not
based on observable market data.
Level 3: Valuation method whose prime input factors are not based on
observable market data.
USD
31 Dec 2011
EUR
31 Dec 2011
THB
31 Dec 2011
USD
31 Dec 2010
EUR
31 Dec 2010
THB
31 Dec 2010
0.2
3.2
18.3
0.0
43.2
8.0
8.2
6.3
74.8
0.1
0.2
22.6
0.0
48.3
14.5
11.8
19.1
78.4
0.0
0.0
31.2
0.0
5.2
22.2
78.6
0.0
137.2
0.9
3.0
25.1
0.8
14.6
8.9
7.5
0.0
60.8
0.1
0.3
25.4
0.0
21.1
8.0
13.2
5.0
63.1
0.0
0.0
35.3
0.0
0.2
0.4
140.9
0.0
176.8
0.0
16.9
23.5
69.6
2.0
46.3
65.7
35.8
39.1
56.9
41.6
1.6
49.2
125.8
0.0
73.9
64.6
199.8
0.0
232.9
105.4
0.1
15.6
14.2
42.5
2.4
44.3
30.5
31.5
24.8
4.0
27.3
1.3
27.2
61.7
0.0
99.0
21.2
224.4
0.0
311.4
33.2
9.1
47.4
31.8
30.3
1.4
143.6
45.0
384.2
339.2
33.4
384.6
351.2
0.0
1959.4
1959.4
31.5
410.0
378.5
13.7
389.0
375.3
0.0
1697.9
1697.9
277.8
278.5
1005.2
273.5
286.4
926.7
Net exposure
52.3
120.1
922.4
74.7
87.5
627.6
Intercompany loans
Other financial assets
Cash and cash equivalents
Time deposits
Accounts receivable 3rd party
Accounts receivable intercompany
Prepaid expenses
Less assets hedged (fair value hedge)
Assets exposure
Intercompany loans
Accounts payable 3rd party
Accounts payable intercompany
Accrued expenses
Advance payments by customers
Less liabilities hedged (fair value hedge)
Liabilities exposure
Net balance sheet exposure
Estimated forecast sales
Estimated forecast purchases
Gross estimated forecast exposure
CHF 1000
31 Dec 2011
Level 1
Level 2
Level 3
Total
0
0
0
32723
0
32723
0
0
0
32723
0
32723
0
0
0
21376
0
21376
0
0
0
21376
0
21376
Level 1
Level 2
Level 3
Total
0
0
0
27731
0
27731
0
0
0
27731
0
27731
0
0
0
51579
0
51579
0
0
0
51579
0
51579
bought and sold within the business year to which the provisions of
31 Dec 2010
02 Financial Report
220 | 221
02_04_07_
K u o n i G R OUP
>>
>>
Equity
Income
Statement
Equity
Income
Statement
Equity
Income
Statement
1.3
2.6
4.8
1.5
0.2
0.1
0.2
0.1
0.4
0.5
6.4
n.a.
0.6
0.1
0.1
n.a.
0.1
0.1
0.8
0.2
0.1
0.0
0.1
0.0
31 Dec 2011
CHF
GBP
SEK
EUR
CHF 1000
Cash flow from operating activities
Purchase of tangible fixed assets
Purchase of other intangible assets
Disposal of tangible fixed assets
Free cash flow
2011
2010
101125
36035
21157
1889
45822
117008
25414
17930
1907
75571
2011
2010
2249
11881
29082
4070
8978
14701
CHF 1000
31 Dec 2010
CHF
GBP
SEK
EUR
1.7
2.7
5.3
2.9
0.4
0.2
0.2
0.0
2.6
0.6
6.7
n.a.
0.3
0.2
0.2
n.a.
0.1
0.2
0.7
0.1
0.0
0.0
0.2
0.0
Interest received
Interest paid
Income taxes paid
These three positions are included in cash flow from operating activities.
02 Financial Report
222 | 223
02_04_07_
K u o n i G R OUP
>>
>>
Compensation
Apart from the compensation paid to the Board of Directors and the
Board of Directors
Total
CHF million
2011
2010
2011
2010
2011
2010
4.5
0.8
0.0
0.1
5.2
5.2
0.8
0.0
4.3
10.3
0.9
0.1
0.0
0.7
1.7
0.9
0.1
0.0
0.7
1.7
5.4
0.9
0.0
0.6
6.9
6.1
0.9
0.0
5.0
12.0
Associates
Directors and the Group Executive Board are shown in detail on pages
246 to 249 of the financial statements of Kuoni Travel Holding Ltd., in
All transactions with associates are priced on an arms length basis. The
Kuoni Group made sales to associates totalling CHF 1.1 million in 2011
(2010: CHF 1.3 million), while, as last year, no purchases were made from
associates. For receivables outstanding, please see notes 16 and 20.
As in the previous year, no profits were distributed by associates in 2011.
Pension Plans
The transactions between the Kuoni Group and the various defined
benefits pension plans for its employees are shown in note 6. As in the
previous year, the Kuoni Group currently has no liabilities towards
these pension plans.
02 Financial Report
224 | 225
02_04_07_
K u o n i G R OUP
>>
>>
CHF 1000
Contingent liabilities
Assets pledged
31 Dec 2011
31 Dec 2010
0
73948
0
76692
The assets pledged were used to secure bank loans with mortgage
collateral.
reserve of CHF 0.60 per registered share A and CHF 3.00 per registered
share B for the 2011 financial year. The final approval of the above is
Financial Leases
liabilities.
Operating Leases
02 Financial Report
31 Dec 2011
31 Dec 2010
59426
117113
9201
185740
50379
119923
14340
184642
71014
67210
226 | 227
Being at one
with all of nature.
fig. 6:
A network of trails caused by migrating elephants criss-crosses the green grasses of Lake Amboseli in Kenya.
228 | 229
02_04_08_
K u o n i G R OUP
02_04_08_01_
>>
Europe
Activity
Currency
Paid-in
share capital
Investment in %
Consolidation
T/D
T
C
C
CHF
CHF
CHF
CHF
7000000
1600000
1000000
6000000
100
93
100
100
C
C
C
C
Austria
Kuoni Destination Management Ges.m.b.H., Vienna
EUR
253000
100
Belgium
Kuoni Travel Belgium B.V. B.A., Gent
EUR
7335000
100
Denmark
Kuoni Scandinavia Danmark, Copenhagen
Kuoni Destination Management A/S, Copenhagen
Falk Lauritsen Rejser A/S, Herning
T
D
T
DKK
DKK
DKK
0
600000
500000
100
100
100
C
C
C
Switzerland
Kuoni Reisen AG, Zurich
Railtour Suisse SA, Berne
KIT Solution AG, Zurich
Kuoni Immobilien AG, Zurich
France
Voyages Kuoni S.A., Paris
T/D
EUR
507000
100
Hungary
Kuoni Destination Management Kft., Budapest
HUF
3000000
100
Italy
Kuoni Italia S.p.A., Genoa
Kuoni Destination Management S.p.A., Rome
Octopus Travel Italia SRL, Rome
T
D
D
EUR
EUR
EUR
8400000
1548000
20000
100
100
100
C
C
C
The Netherlands
Kuoni Travel Nederland B.V., Amsterdam
Kuoni Destination Management B.V., Amsterdam
Kuoni Specialists B.V., Amsterdam
T
D
T
EUR
EUR
EUR
02 Financial Report
13230000
55815
20418
100
100
100
Activity
Currency
Paid-in
share capital
Investment in %
Consolidation
Norway
Kuoni Scandinavia Norway, Oslo
NOK
100
Russia
UTE Megapolus Group Co. Ltd., Moscow
RUB
186000
92
Spain
Viajes Kuoni S.A., Madrid
Kuoni Destination Management S.L., Madrid
Sotavento S.A., Fuerteventura
Gullivers Travel Associates S.A., Madrid
T
D
T
D
EUR
EUR
EUR
EUR
2614600
150000
3060000
420708
100
100
100
100
C
C
C
C
Sweden
Kuoni Scandinavia AB, Stockholm
Nova Airlines AB, Stockholm
T
T
SEK
SEK
23000000
15000000
100
100
C
C
T/D
T
T
T
T
T
D
D
D
GBP
GBP
GBP
GBP
GBP
GBP
GBP
GBP
GBP
1500000
650000
70000
4442000
100
139000
177194
10000
50000
100
100
100
100
100
100
100
100
100
C
C
C
C
C
C
C
C
C
United Kingdom
Kuoni Travel Ltd., Dorking
CV Travel Holdings Ltd., London
Holiday Supplies Ltd., Liverpool
Kirker Holdings Ltd., London
Voyages Jules Verne Ltd., London
Carrier Ltd., Cheshire
Donvand Ltd., London
GTA travel.com Ltd., London
Octopus Travel.com Limited, London
C
C
C
230 | 231
Activity:
Consolidation:
C Consolidated
E Valuation according to equity method
02_04_08_
K u o n i G R OUP
>>
02_04_08_02_
Australia
Australian Tours Management Pty Ltd., Melbourne
GTA Australasia Pty Limited, Sydney
Octopus Travel.com (Australia) Pty Limited, Sydney
China
Kuoni Travel (China) Ltd., Hong Kong
S.K.Y. Business Consultancy Co. Ltd., Shanghai
Et-china.com International
Holdings Ltd., Guangzhou
Kuoni Travel (China) Ltd., Beijing
Gullivers Travel Associates (Hong
Kong) Limited, Kowloon
Gullivers (Beijing) Commercial Consulting
Services (China), Beijing
Gullivers Travel Associates (China) Limited, Beijing
>>
Overseas
Activity
Currency
Paid-in
share capital
Investment in %
Consolidation
D
D
D
AUD
AUD
AUD
500000
100000
50000
100
100
100
C
C
C
T
D
HKD
CNY
4800000
1198115
100
100
C
C
T
D
CNY
CNY
0
0
30
100
E
C
HKD
3064000
100
D
D
USD
CNY
250000
4000000
100
100
C
C
D
D
AED
AED
300000
1725000
80
100
C
C
AED
1000
100
T/D
T
T
INR
INR
INR
83600000
8450000
283670000
100
100
100
C
C
C
Japan
Kuoni Travel (Japan) Ltd., Tokyo
Gullivers Travel Agency co Ltd (Japan), Tokyo
Octopus Travel.com Japan KK, Tokyo
D
D
D
JPY
JPY
JPY
50000000
40000000
10000000
100
100
100
C
C
C
Kenya
Private Safaris (E.A.) Ltd., Nairobi
KES
62500000
100
Mauritius
Kuoni Asian Investments (Mauritius) Ltd., Port Louis
VF Worldwide Holdings Ltd., Port Louis
C
T
USD
GBP
1000000
4303000
100
100
C
C
Nepal
Sita World Travel (Nepal) Pvt. Ltd., Kathmandu
NPR
2250000
63
Dubai
Desert Adventures Tourism LLC, Dubai
Gulf Dunes LLC, Dubai
Gullivers Travel Associates Middle
East FZ LLC, Dubai
India
Kuoni Travel (India) Pvt. Ltd., Mumbai
Kuoni Business Travel India Pvt. Ltd., Delhi
VFS Global Services Pvt. Ltd., Mumbai
02 Financial Report
Activity
Currency
Paid-in
share capital
Investment in %
Consolidation
SGD
100000
100
SGD
100000
100
South Africa
Kuoni Private Safaris (Pty) Ltd., Cape Town
ZAR
500000
100
South Korea
Kuoni Travel (Korea) Ltd., Seoul
Gullivers Travel Associates Korea Limited, Seoul
D
D
KRW
KRW
100000000
350000000
100
100
C
C
Sri Lanka
Sita World Travel (Lanka) Pvt. Ltd., Colombo
LKR
2500000
76
Taiwan
Gullivers Travel Associates (Taiwan) Limited, Taipei
TWD
6000000
100
Thailand
Asian Trails Ltd., Bangkok
Kuonissimo (Thailand) Ltd., Bangkok
D
D
THB
THB
24000000
2451000
49
49
C
C
United States
AlliedTPro, Inc., New York
Kuoni Travel (Atlanta) Inc., Atlanta
Kuoni Holding Delaware, Inc., Wilmington
GTA Americas LLC, Delaware
Octopus Travel.com (USA) Limited, Delaware
D
D
C
D
D
USD
USD
USD
USD
USD
170000
50000
1
29700000
1000
100
100
100
100
100
C
C
C
C
C
Singapore
Kuoni Travel (S) PTE Ltd., Singapore
Gullivers Travel Associates (Singapore)
Pte Limited, Singapore
232 | 233
Activity:
Consolidation:
C Consolidated
E Valuation according to equity method
02_04_09_
K u o n i G R OUP
>>
tatement.
As statutory auditor, we have audited the accompanyAn audit involves performing procedures to obtain
of directors.
KPMG AG
Martin Schaad
Auditor in Charge
audit opinion.
Opinion
Auditors Responsibility
Ivano Castagna
02 Financial Report
234 | 235
Finding ourselves
in the depths of space.
fig. 7:
The frozen dunes of Victoria Valley raked by strong downslope winds in the Dry Valley region of Antarctica.
236 | 237
02_05_
02_05_01_
Assets CHF
Non-current assets
Investment in subsidiaries
Loans to group companies
Loans to third parties
Other financial assets
Tangible fixed assets
Land and building
Furniture, fixtures and equipment
Total non-current assets
Current assets
Cash and cash equivalents
Securities
Accounts receivable
from third parties
from group companies
Prepaid expenses
Total current assets
Notes
31 Dec 2011
31 Dec 2010
(6)
32.6
63.7
0.1
0.0
45.4
35.5
0.2
0.0
(2)
(2)
4 460 000
1
1 455 806 638
0.3
0.0
96.7
4 460 000
1
881 541 060
0.4
0.0
81.5
897 250
20 167 750
0.1
1.2
17.0
0.8
60 807
6 876 543
20 370 454
48 372 804
0.0
0.6
1.4
3.3
205 253
4 721 747
1 380 680
198 554 117
0.0
0.5
0.2
18.5
100.0
100.0
Notes
31 Dec 2010
31 Dec 2010
(7)
3 998 400
0.3
3 046 400
0.3
(8)
(9)
8 000 000
58 700 077
379 855 161
20 167 750
0.5
3.9
25.2
1.3
8 000 000
61 265 966
111 792 427
8 674 450
0.7
5.7
10.3
0.8
(8)
25.1
0.0
33.9
1.0
(7)
1 177 433
11 679 501
860 410 572
0.1
0.8
57.2
1 975 049
21 425 261
592 505 103
0.2
2.0
54.9
15.9
13.3
10.0
22.1
18.5
1 422 598
35 276 687
17 724 064
643 768 870
0.1
2.3
1.2
42.8
1 789 190
19 832 581
26 745 303
487 590 074
0.2
1.8
2.5
45.1
100.0
100.0
(9)
Total assets
02 FinAnciAl RepoRt
238 | 239
K u o n i t R Av e l
holding ltd.
(11)
02_05_02_
02_05_03_
Income Statement
CHF
Income
Financial income
Income from investments in subsidiaries
Other operating income
Total income
Notes
Notes
2011
2010
(3)
(4)
17225475
46563904
721858
64511237
1870485
61906030
1752352
65528867
K u o n i t rav e l
holding ltd.
Introduction
Expenses
Personnel expense
Administrative expense
Expenses related to investments in subsidiaries
Other expenses
Depreciation
Financial expense
Income taxes
Total expenses
(5)
Net result
13427414
6969962
8738560
7380125
0
15800136
515539
52831736
19479389
9814609
4322420
136400
0
9980343
370445
44103606
11679501
21425261
CHF
Contingent liabilities
Assets pledged
31 Dec 2011
31 Dec 2010
375929871
0
432960142
0
31 Dec 2011
31 Dec 2010
10157000
914000
9853200
581000
CHF
Buildings
Furniture, fixtures and equipment
3. Financial Income
02 Financial Report
240 | 241
02_05_03_
K u o n i t rav e l
holding ltd.
>>
Notes
>>
Notes
CHF
6. Investment in Subsidiaries
31 Dec 2011
249900
3748500
3998400
Conditional Capital
CHF
Equity as at 1 January 2009
7. Equity
Share capital
Legal reserves
Other reserves
Retained earnings
Total equity
3046400
187512385
331804450
72755545
595118780
39000000
24806902
39000000
28631310
24806902
0
28631310
703848
758049
592756269
holders amounts to a maximum of CHF 384000, with a further maximum of CHF 96000 reserved for employee stock option plans.
Net result
Appropriation of retained earnings
Dividends
Sale of treasury shares
Use of treasury shares
Equity as at 31 December 2009
Net result
Appropriation of retained earnings
Dividends
Sale of treasury shares
Use of treasury shares
Equity as at 31 December 2010
Net result
Appropriation of retained earnings1
Dividends
Use of treasury shares
Capital increase
Equity as at 31 December 2011
3046400
527298
628899
188668582
176550
129150
371110150
5000000
29931137
21425261
5000000
22956088
3046400
686793
377468
189732843
139800
75600
376325550
23400310
12000000
11679501
22222877
952000
3998400
10222877
7235672
7811079
266191861
466722988
1176450
12669750
376832250
12856934
Authorised Capital
21425261
0
22956088
826593
453068
592505103
11679501
0
7235672
8987529
254474111
860410572
20 April 2013.
Board of Directors may not issue any new shares for any other purpose on
the basis of the authorised capital. The Board of Directors will delete
Article 3ter of the Articles of Incorporation of Kuoni Travel Holding Ltd.
relating to authorised capital upon the expiration of its validity on
02 Financial Report
242 | 243
02_05_03_
K u o n i t rav e l
holding ltd.
>>
Notes
>>
Notes
shares B with a nominal value of CHF 1.00 per share at any time until
20 April 2013. Should it do so, the Board of Directors shall specify the issue
amount, the type of contribution, the date of such issue and the com-
contributions of CHF 11.4 million. The increases 2011 have not yet been
Board of Directors may also issue such new registered shares through
mine the subscription price and the further subscription-right provisions. Should subscription rights not be exercised, the Board of Directors
9. Treasury Shares
may permit these to lapse, place them (and the corresponding shares)
on the market at market rates or use them in any other way in the interests
of the company. The exercising of contractually acquired subscription
rights and the subscription to and acquisition of the new registered
Share plan:
number of
registered
shares B
Book value
CHF 1000
177797
8890
Purchase
Sale
Use
Held on 31 December 2010
0
2796
1512
173489
0
140
76
8674
Purchase
Use
Capital increase
Held on 31 December 2011
0
23529
46925
196885
0
1176
12670
20168
Opting out/Opting up
Share Plan
CHF
Legal reserve
from capital
contribution
Other reserve
from capital
contribution
111792427
10222877
7235672
8987529
256088000
379855161
10222877
10222877
02 Financial Report
122015304
0
7235672
8987529
256088000
379855161
244 | 245
02_05_03_
K u o n i t rav e l
holding ltd.
>>
Notes
>>
Notes
and its Group companies had not granted any collateral, loans, advances
or credits to members of the Board of Directors or to persons associated
with them as at 31 December 2011. No options were allocated in the year
under review.
11. Bond
Basic cash
compensation
(fixed)
Social security
contributions
Total
CHF 1000
Number of shares
CHF 1000
CHF 1000
CHF 1000
2011
Henning Boysen, Chairman
Wolfgang Beeser
Heinz Karrer
John Lindquist
David Schnell
Annette Schmmel
Raymond D. Webster
Total
276
98
112
84
157
84
84
895
593
214
237
178
297
178
178
1875
210
76
84
63
105
63
63
664
30
9
13
10
0
10
10
82
516
183
209
157
262
157
157
1641
2010
Henning Boysen, Chairman
Wolfgang Beeser
Heinz Karrer
John Lindquist
David Schnell
Annette Schmmel
Raymond D. Webster
Total
276
98
111
84
157
84
84
894
603
217
241
181
302
181
181
1906
210
76
84
63
105
63
63
664
31
9
13
10
0
10
10
83
517
183
208
157
262
157
157
1641
Share-based
compensation
(fixed)1
For their service in 2011, the members of the Group Executive Board
For their service in 2011, the members of the Board of Directors received
02 Financial Report
246 | 247
02_05_03_
K u o n i t rav e l
holding ltd.
>>
Notes
>>
Notes
The compensation includes basic salaries for 2011 and variable bonus pay-
awarded for the year is also included using the accrual method, while the
shares B allocated for 2011, which will be adjusted and paid out after a
year concerned. Figures for 2010 have been restated accordingly. The
paid on in the 2011 financial year on the basis of the 2008 share-based
Group Executive
Board1
Of which:
Peter Rothwell
3234
900
659
2617
662
638
39
0
7849
232
714
110
114
6
0
2076
Group Executive
Board5
Of which:
Peter Rothwell
3742
900
1261
2047
528
397
28
0
8003
424
507
111
111
6
0
2059
02 Financial Report
248 | 249
02_05_03_
K u o n i t rav e l
holding ltd.
>>
Notes
>>
2011
Board of Directors
Henning Boysen, Chairman
Wolfgang Beeser
Heinz Karrer
John Lindquist
David Schnell
Annette Schmmel
Raymond D. Webster
Group Executive Board
Leif Vase Larsen
Stefan Leser
Rolf Schafroth
Peter Meier
Total
2010
Board of Directors
Henning Boysen, Chairman
Wolfgang Beeser
Heinz Karrer
John Lindquist
David Schnell
Annette Schmmel
Raymond D. Webster
Group Executive Board
Max E. Katz1
Leif Vase Larsen
Stefan Leser
Rolf Schafroth
Peter Meier2
Total
1 Member of the Group Executive Board who left
the company during 2010.
Notes
Number of shares
Number of shares
Voting rights
Number of shares
4283
1052
1167
1146
2647
1326
1346
0.09%
0.02%
0.02%
0.02%
0.05%
0.03%
0.03%
0
0
0
0
0
0
0
808
3329
1768
1
0.02%
0.07%
0.04%
0.00%
0
0
0
0
18873
0.38%
Voting rights
no blocking period
blocking period 2011
blocking period 2012
blocking period 2013
blocking period 2014
no blocking period
blocking period 2011
blocking period 2012
blocking period 2013
blocking period 2014
0%
31 Dec 2010
6279
0
2907
1906
1875
3727
1462
2907
1906
0
31 Dec 2011
31 Dec 2010
5757
0
149
0
0
4062
1148
149
0
0
Number of shares
31 Dec 2011
The Board of Directors and the management use a risk management process under which a report is compiled every six months detailing
3190
838
930
698
2350
1148
848
0.08%
0.02%
0.02%
0.02%
0.06%
0.03%
0.02%
0
0
0
0
0
0
0
3243
505
1150
460
1
0.09%
0.01%
0.03%
0.01%
0.00%
0
0
0
0
0
15361
0.40%
Kuonis present risk exposure and the current status of defined riskreducing actions and activities. The probabilities of such risks occurring
and the anticipated impact of the risk scenarios analysed also form
part of this semi-annual risk management reporting. The Kuoni risk
management process further extends to quarterly reporting
on any newly identified risk scenario or changed risk assessment.
0%
02 Financial Report
250 | 251
02_05_03_
>>
Notes
02_05_04_
Board of Directors proposal
for the appropriation of retained earnings
CHF
and further key personnel. The associated risk scenarios are then
K u o n i t rav e l
holding ltd.
2011
2010
1177433
11679501
12856934
1975049
21425261
23400310
0
0
0
0
0
0
11000000
11000000
22222877
22222877
1856934
12856934
1177433
23400310
2011
2010
379855161
11995200
111792427
7235672
749700
476000
10654914
590586
11995200
6759672
0
7235672
Dividends:1
Per registered share A
Per registered share B
Total dividends
02 Financial Report
252 | 253
02_05_05_
K u o n i t rav e l
holding ltd.
>>
approved.
Auditor in Charge
Martin Schaad
Opinion
Auditors Responsibility
Ivano Castagna
our independence.
02 Financial Report
254 | 255
Travel is yearning
to see the other side.
fig. 8:
A terraced volcanic crater used as a Maori fortress when Europeans first landed in New Zealand.
256 | 257
02_06_
Corporate Governance
02_06_00_
Introduction
C o r p o ra t e
Gover na nce
02 Financial Report
258 | 259
02_06_01_
02_06_02_
02_06_01_01_
Group Structure
Capital Structure
C o r p o ra t e
Gover na nce
Cross-shareholdings
02_06_01_03_
worldwide which belong to the Kuoni Group. The Kuoni Group maintains
lean and efficient management structures at all levels. While the Board
Capital
02_06_02_01_
For further details and the composition of the amounts of ordinary, autho-
a nominal value of CHF 1., are traded on the Main Standard of the
end, please see note 21 on page 207 of the Financial Report. Further infor-
www.kuoni.com/
share-capital-structure
nominal value of CHF 0.20, are not listed. The companys legal domicile is
www.kuoni.com/group
at Neue Hard 7, Zurich. Kuoni Travel Holding Ltd. does not hold any
Kuoni Travel Holding Ltd. conducted a capital increase in 2011. The new
For details of the unlisted companies that belong to the Kuoni Group of
rights of existing shareholders were granted in full for the new share
issue.
02_06_01_02_
Principal Shareholders
02_06_02_02_
www.six-swiss-exchange.com/
shares/companies/
major_shareholders_de.html
www.kuoni.com/major-shareholders
is provided in the table on page 208 of the Financial Report. This shows
CHF 571200 and is valid until 20 April 2013. The use of the authorised
of Directors may not issue any new shares for any other purpose on the
basis of the authorised capital. The Board of Directors will delete Article
31 December 2011.
02 Financial Report
260 | 261
02_06_02_
C o r p o ra t e
Gover na nce
>>
Capital Structure
>>
Capital Structure
Although the authorised capital of Kuoni Travel Holding Ltd. can vir-
version and/or warrant rights are attached, the pre-emptive rights of the
and/or warrant rights are entitled to subscribe for new registered shares
with a nominal value of CHF 1.00 per share at any time until 20 April
2013. Should it do so, the Board of Directors shall specify the issue amount,
the type of contribution, the date of such issue and the commencement
be issued at the prevailing market price, and the new registered shares
will be issued at market rates, with due regard to the current market
Directors may also issue such new registered shares through their firm
years for conversion rights and to seven years from the date of the bond
these to lapse, place them (and the corresponding shares) on the market
at market rates or use them in any other way in the interests of the
Travel Holding Ltd. or its subsidiaries under one or more employee stock
option plans. In such cases, new registered shares B may also be issued
and the subscription to and acquisition of the new registered shares, and
to employees at rates below the current stock market price, and existing
of Incorporation of Kuoni Travel Holding Ltd. Every new share entitles its
for the issue of such shares shall be determined by the Board of Directors.
02 Financial Report
262 | 263
02_06_02_
C o r p o ra t e
Gover na nce
>>
02_06_02_03_
Capital Structure
>>
Capital Structure
For 2009, 2010 and 2011 please refer to note 7 on page 242 of the
Financial Report.
not qualify as securities held with an intermediary may only be transferred by assignment. Such assignment shall only be valid if Kuoni Travel
02_06_02_04_
All registered shares are entitled to a dividend. Kuoni Travel Holding Ltd.
as treasury shares at the time of the dividend payment. The voting rights
one vote. These voting rights can only be exercised if the shareholder
Kuoni Travel Holding Ltd. has not issued any participation certificates.
Dividend-right Certificates
02_06_02_05_
own account.
Kuoni Travel Holding Ltd. has not issued any dividend-right certificates.
The unlisted registered shares A (nominal value CHF 0.20) have a five
times lower nominal value than the listed registered shares B (nominal
02_06_02_06_
value CHF 1.00), and thus have five times greater voting rights in terms
of the capital invested.
The Board of Directors of Kuoni Travel Holding Ltd. will deny the regi-
ceiling, the acquirer shall be registered in the share register as the holder
02 Financial Report
264 | 265
02_06_02_
C o r p o ra t e
Gover na nce
>>
Capital Structure
>>
Capital Structure
informed.
The Board of Directors of Kuoni Travel Holding Ltd. shall specify the
limitation for registration in the share register shall, for the purposes of
The limitation for registration in the share register set forth in para-
acquired the registered shares in their own name and for their own
shall also not apply to shares which have been or will be acquired by
account.
The Board of Directors of Kuoni Travel Holding Ltd. may register indi-
vidual persons who do not expressly declare that they hold the regis-
the share register on 25 February 1995 and any shares derived therefrom.
tered shares for their own account (nominees) in the share register with
voting rights if the nominee has entered into an agreement with the
02_06_02_07_
Board of Directors with respect to such status and if the nominee is subject to the supervision of a recognised bank or financial market.
Kuoni Travel Holding Ltd. had no convertible bonds or options outstanding at the end of 2011.
The Board of Directors of Kuoni Travel Holding Ltd. may also, after
having heard the person concerned, cancel a persons registration in the
share register as a shareholder or nominee with voting rights with
retroactive effect to the date of registration if such registration was
based on incorrect information from the acquirer, and shall then in such
cases register the shareholder or nominee concerned in the share
register as a shareholder or nominee without voting rights. In the event
02 Financial Report
266 | 267
02_06_03_
C o r p o ra t e
Gover na nce
Board of Directors
02_06_03_01_
>>
Board of Directors
Born
Nationality
Function
Joined
1946
1942
1965
1946
1947
1959
1950
Danish
German
Swiss/German
British/New Zealander
Swiss
Swiss
British/US-American
Chairman
Deputy Chairman
Member
Member
Member
Member
Member
2003
2007
2004
2006
2002
2007
2007
2012
2013
2013
2013
2012
2014
2014
www.kuoni.com/board-of-directors
are each elected for a term of office that shall not exceed three years, with
b) All the members of the Board of Directors are non-executive independent directors.
Internal Organisation
group subsidiary of Kuoni Travel Holding Ltd. within the last three years.
02_06_03_04_
www.kuoni.com/
corporate-governance
business relationships with Kuoni Travel Holding Ltd. or with any group
subsidiary of Kuoni Travel Holding Ltd.
02_06_03_02_
Within the Board of Directors, the Chairman has the following duties and
authorities. The Deputy Chairman deputises for the Chairman in his
www.kuoni.com/board-of-directors
absence, and bears the same duties and authorities when doing so. Apart
from these duties and authorities, the Chairman and Deputy Chairman
have no particular function within the Board of Directors.
02_06_03_03_
The Chairman is responsible for the formal and organisational leaderEach individual member of the Kuoni Travel Holding Ltd. Board of
shall also take the necessary decisions and precautions until the matter
02 Financial Report
268 | 269
02_06_03_
C o r p o ra t e
Gover na nce
>>
Board of Directors
>>
Board of Directors
and submits the requisite motions, requests and proposals to the Board of
of the duties and authorities of the Chairman of the Board are provided
Board Committees
it in its work: the Audit Committee and the Nomination and Compensa-
tion Committee.
Each of these committees has written regulations specifying its tasks and
responsibilities.
The Audit Committee also performs the following main tasks which have
The Audit Committee currently consists of David Schnell (chairman),
Wolfgang Beeser and John Lindquist . The Audit Committee has assured
itself that the majority of its members have the requisite expertise in
of Directors;
the Group;
02 Financial Report
270 | 271
02_06_03_
C o r p o ra t e
Gover na nce
>>
Board of Directors
>>
Board of Directors
02_06_10 below).
Committees
requires, but a minimum of six times a year for the Board of Directors,
four times a year for the Audit Committee and three times a year for
The Audit Committee has its own authority on the following matters:
met nine times for regular meetings in 2011 (average length: 8 hours)
and also held one extraordinary meeting of 2.5 hours duration. The Audit
of management and the Board of Directors and to review the terms and
by the committee are assessing the performance of the CEO and the
Group Executive Board as a team, arranging succession plans for the
quorate provided the majority of Board members are present. The Board
seeking and proposing new members for the Board of Directors and
votes and passes resolutions by a simple majority. In the event of a tie, the
02 Financial Report
272 | 273
02_06_03_
C o r p o ra t e
Gover na nce
>>
Board of Directors
>>
Board of Directors
meeting chair has the casting vote. In addition to its members, meetings
of the Board of Directors are generally attended by the CEO and the Chief
who are not members of the Group Executive Board may also attend as
Directors. This evaluates how efficiently the Board and its committees are
performing their functions and meeting their responsibilities, whether
form), again by a simple majority, provided all Board members have had
Board committee meetings are held at the invitation of the chair. A Board
business. It deals with all matters that are not entrusted to another body
Areas of Responsibility
02_06_03_05_
the Board of Directors, reference is made to Article 716a of the Swiss Code
ings which enables them to prepare for discussion of the agenda items
concerned.
The Board of Directors may also, subject to the relevant legal provisions,
Board committee meetings are chaired by the committee chair. A committee
delegate all or part of its duties to manage and represent the company to
The meeting votes and passes resolutions by a simple majority. In the event
of a tie, the meeting chair has the casting vote. In addition to its members,
which specify (under Section 2.3) its further duties and authorities and
list (under Section 4.3) those business items which require its approval.
the Board, the CEO, the CFO, the Head of Internal Audit and a representative of the external auditors. In addition to its members, meetings of the
Nomination and Compensation Committee are generally attended by the
Chairman of the Board, the CEO and the Chief Human Resources Officer.
02 Financial Report
274 | 275
02_06_03_
C o r p o ra t e
Gover na nce
>>
www.kuoni.com/
corporate-governance
Board of Directors
>>
Board of Directors
therefore extends not only to the company in the legal sense but also to all
4.3 thereof).
Board of Directors;
basis. These figures are aggregated per division and consolidated for the
Group. The figures are compared with the previous year and the budget.
of Directors thereon);
Executive Board and the Board of Directors. These reports are discussed
Board of Directors.
02_06_03_06_
02 Financial Report
276 | 277
02_06_03_
C o r p o ra t e
Gover na nce
>>
Board of Directors
>>
Board of Directors
the companys affairs. The CEO is responsible for informing the Board
CEO reports to the Chairman of the Board at regular intervals. The CEO
and the Chairman will in turn pass such information on to the members
of the Board.
regarding the audits carried out are submitted to the members of the
Audit Committee, the Chairman of the Board, the CEO, the CFO, the Head
To ensure the direct information of the full Board of Directors, the CEO
and the external auditor. Each report also contains comments by the Group
session. The CFO also attends all meetings of the Audit Committee and is
further present for most agenda items at full Board meetings. The
further members of the Group Executive Board attend Board meetings for
particular agenda items as and when required. The Chairman of
the Board also receives copies of the minutes of all meetings of the Group
Executive Board.
The companys risk management function provides an established risk
model for identifying, managing and monitoring strategic and operational risks throughout the Kuoni Group. The groupwide risk profile
consists of the risks identified in the Groups main country organisations
(adopting the bottom-up approach) and groupwide strategic risks
(adopting the top-down approach). The present risk profile and the
current status of risk-reducing measures resolved are regularly monitored
and are reported twice-yearly to the Board of Directors.
02 Financial Report
278 | 279
02_06_04_
02_06_05_
02_06_04_01_
CoRpoRAte
GoveR nA nCe
For details of the members of the Group Executive Board, please see
02_06_04_02_
www.kuoni.com/executive-board
02_06_04_03_
mAnAgement contRActs
Kuoni Travel Holding Ltd. and its Group subsidiaries have not concluded
any management contracts with any third parties.
02 FinAnciAl RepoRt
280 | 281
02_06_06_
02_06_06_01_
C o r p o ra t e
Gover na nce
>>
Each share entitles its holder to one vote at the Annual General Meeting.
above apply to shares which have been or will be acquired by the share-
and shares represented by proxy. This limitation on voting rights does not
option or conversion rights arising from the shares entered in the share
Statutory Quorums
02_06_06_02_
cial Register.
represented to be passed:
shareholder with the right to vote, the corporate proxy, the indepen-
02_06_06_03_
and must be held within six months of the end of the financial year to
02 Financial Report
282 | 283
02_06_06_
02_06_07_
>>
C o r p o ra t e
Gover na nce
02_06_07_01_
least 10% of share capital, provided this is done jointly and in writing
poration of Kuoni Travel Holding Ltd. In view of this, any person owning
more than one-third of the voting rights of Kuoni Travel Holding Ltd.
Change-of-Control Clauses
02_06_07_02_
a detailed meeting agenda and notes on the various agenda items at least
www.kuoni.com/
annual-general-meeting
02_06_06_04_
Board of Directors
Agenda
www.kuoni.com/
annual-general-meeting
request must be submitted in writing, and must also specify the motions
Senior Management
02_06_06_05_
sponding shares shall be assigned. Apart from this, there are no changeof-control clauses in any agreements or plans to the benefit of members
Bondholders
their shareholding after their meeting admission card has been issued
must exchange the card sent to them at the information desk on arriving
at the meeting concerned.
In the event of a change of control, the banks participating in the syndicated credit facility are entitled to demand the premature repayment
of any current loan amounts thereunder and/or to terminate the facility.
02 Financial Report
284 | 285
02_06_08_
02_06_09_
Auditors
02_06_08_01_
Auditor-in-Charge
Information Policy
C o r p o ra t e
Gover na nce
Kuoni Travel Holding Ltd. maintains an open and transparent communication policy towards its shareholders, current and potential investors,
financial analysts, customers, business partners and other stakeholder
one year each. KPMG Ltd., Zurich, has been the auditor of Kuoni Travel
full regard to all the applicable provisions and directives of the SIX Swiss
to its stakeholders, Kuoni Travel Holding Ltd. also makes forward-looking statements. These statements are assessments by the management
02_06_08_02_
Audit Fee
about the present and future situation and performance of the company
as they appear at the time the statement is made.
KPMG charged the Kuoni Group fees amounting to CHF 2.7 million during
the 2011 financial year for services in connection with the auditing of the
annual accounts of Kuoni Travel Holding Ltd. and its Group subsidiaries,
as well as the consolidated financial statements of the Kuoni Group. An
additional CHF 0.8 million was charged by other audit companies.
02_06_08_03_
Additional Fees
KPMG also charged the Kuoni Group fees totalling CHF 0.7 million for
31 December 2011
20 March
20 March
17 April
24 April (ex-day: 19 April)
30 May
30 June
23 August
08 November
02_06_08_04_
www.kuoni.com/financial-calendar
Each year, the Audit Committee of the Board of Directors evaluates the
report integrated into the Annual Report and the Financial Report on the
auditing plans and the relevant processes, and discusses the audit results
ards (IFRS).
286 | 287
02_06_09_
C o r p o ra t e
Gover na nce
>>
Information Policy
>>
Information Policy
The reports on first-half results and the nine-month business update are
published and dist ributed in the same way as the companys media
the company.
SIX Swiss Exchange, these communications are always issued simultaneously to a broad circle of recipients.
Details of the relevant contacts and the Kuoni Investor Relations mailbox
www.kuoni.com/
investor-presentations
www.kuoni.com/contact
www.kuoni.com/group-news
Interested parties may also add their name to the Investor Relations
Subject
Share capital and capital structure
Information on Kuonis shares
Board of Directors
Group Executive Board
Organisational Regulations
Corporate Governance (including
Compensation Report)
Key dates
www.kuoni.com/group-news
Link
www.kuoni.com/share-capital-structure
www.kuoni.com/share
www.kuoni.com/board-of-directors
www.kuoni.com/executive-board
www.kuoni.com/corporate-governance
www.kuoni.com/corporate-governance
www.kuoni.com/financial-calendar
02 Financial Report
288 | 289
Curiosity expands
our reach.
fig. 9:
The estuary of the Colorado River in Mexico has tides of almost ten metres during full moon.
290 | 291
02_06_10_
Compensation Report
02_06_10_01_
compensation report
C o r p o ra t e
Gover na nce
>>
Compensation Report
Since the members of the Board of Directors of Kuoni Travel Holding Ltd.
are independent and are not members of the Group Executive Board,
In view of the fact that Kuoni Travel Holding Ltd. is listed on the SIX
Swiss Exchange, and in line with the desire of its Board of Directors and
required under the Swiss Code of Obligations (Article 663b bis and
able to recruit, retain and motivate the best and most professional
employees around the world who are of the calibre that is essential to
02_06_10_02_
pretation provisions.
Chairman Henning Boysen also attended all the NCCs meetings in 2011.
issued by the SIX Swiss Exchange, and also pays due regard to Annex 1 of
share purchase plan. Other tasks performed by the NCC include assess-
ing the performance of the CEO and the further individual members of
the Group Executive Board, arranging succession plans for the members
proposals for and recruiting new members of the Board of Directors and
furthering the development of management as a whole.
December its proposal for the structure and the amounts of compensa-
both for approval as an integral part of the 2011 Annual Report and for
tion to be paid to the members of the Board of Directors and the salaries
02 Financial Report
292 | 293
02_06_10_
C o r p o ra t e
Gover na nce
>>
Compensation Report
>>
Compensation Report
sense includes salaries and all further benefits received, including (but
not limited to) all shares and similar securities, pension fund payments,
The NCC ensures that all executive personnel are compensated fairly,
accordance with the strategic goals of the Kuoni Group. To do so, the NCC
The decision on the structure and amount of compensation for the members
of the Board of Directors is taken by the Board of Directors and laid down
procedures.
294 | 295
02_06_10_
C o r p o ra t e
Gover na nce
>>
02_06_10_03_
Compensation Report
>>
Compensation Report
02_06_10_04_
a basic salary
ously high level. The Kuoni Groups compensation system is based on the
fringe benefits.
a basic salary
fringe benefits.
The short-term and long-term incentives offered are closely linked to the
The Kuoni Group maintains various forms of pension and other retire-
is paid in cash form; the remaining 50% is paid in shares. The issue
price of the shares concerned is redefined each year and amounts to the
cover a large majority of the Kuoni Groups personnel. For further details,
average of all closing prices for the last ten trading days of the month
the best executive talent in the tourism industry within the Kuoni Group.
02 Financial Report
296 | 297
02_06_10_
C o r p o ra t e
Gover na nce
>>
Compensation Report
>>
Compensation Report
On the basis of the first few years of experience with the above, the Board
in place since 2008 for Group Executive Board members and senior
Under the MPP, the members of the Group Executive Board will receive
compensation for the 2011 business year which is divided into a fixed
of a long-term incentive.
of between 0% and 120%), with payment in April 2012 in cash form. The
personal targets here should always serve to help ensure the overall
the KEP incorporates not only operating costs but also the costs of capital
for Group Executive Board members are proposed by the CEO, discussed
on the NCC and approved by the Board of Directors. The personal targets
for the CEO are proposed by the Chairman of the Board of Directors.
These personal targets generally fall into four categories strategy, trans-
additional costs incurred through the LTI are already included in the
from 2011 to 2013. The number of shares assigned at the beginning of the
factor of zero will be applied if the EBIT result falls below a specified
concerned.
02 Financial Report
298 | 299
02_06_10_
C o r p o ra t e
Gover na nce
>>
Compensation Report
>>
Compensation Report
The calibration of the KEP target for the long-term incentive is essentially
also pays due regard to the growth expectations, risk profiles, investment
member concerned will receive six monthly salaries plus one monthly
levels and profitability levels that are typical of the industry. All such
salary for every year of their age after age 47 until age 56. Apart from this,
since 2005.
(and not book value), and translates such expected returns over a
three-year period into operational KEP targets. The KEP target for the
Kuoni Group for the 20112013 period was devised with the assistance
of independent external consultants Hostettler Kramarsch & Partner,
8.5% WACC).
talent worldwide.
The LTI plan is intended to provide the companys top management with
the Kuoni Group, and thereby enhance the Groups market value, to the
benefit of its shareholders. The plan should also enable the companys
02 Financial Report
300 | 301
02_06_10_
C o r p o ra t e
Gover na nce
>>
02_06_10_05_
Compensation Report
Value-Based Management
>>
Compensation Report
prise value, a KEP target is set for the Group as a whole whose achieve-
The KEP and ROIC for the Kuoni Group are calculated every quarter and
(WACC) has been set at a sustainable rate of 8.5%, which was calculated
by IFBC AG, Zurich. IFBC AG, Zurich had one further mandate at
time (known as delta KEP) and changes in the difference between ROIC
Kuoni Travel Holding Ltd. in 2011: a purchase price allocation for the
and WACC reveal the value added by the Group as a whole and its
erations have also been set for the Groups individual divisions and
markets. NOPAT divided by the average capital invested in operations
The presentation of KEP and ROIC trends for the Kuoni Group is a key
WACC for the Kuoni Group and/or its constituent units to determine
investors. This clearly and bindingly illustrates the Kuoni Groups focus
value-adding performance.
02 Financial Report
302 | 303
02_06_10_
C o r p o ra t e
Gover na nce
>>
02_06_10_06_
Compensation Report
>>
Compensation Report
Basic cash
compensation
(fixed)
Compensation
For their service in 2011, the members of the Board of Directors received
the compensation shown in the table below.
The aggregate compensation paid to the members of the Board of
Directors in 2011 amounted to CHF 1.6 million (2010: CHF 1.6 million).
No compensation was paid in 2011 to any members of the Board of
Directors who had left in the prior period or earlier. Kuoni Travel Holding
Ltd. and its Group companies had not granted any collateral, loans,
advances or credits to members of the Board of Directors or to persons
associated with them as at 31 December 2011. No options were allocated in the year under review.
Share-based
compensation
(fixed)1
Social security
contributions
Total
CHF 1000
Number of shares
CHF 1000
CHF 1000
CHF 1000
2011
Henning Boysen, Chairman
Wolfgang Beeser
Heinz Karrer
John Lindquist
David Schnell
Annette Schmmel
Raymond D. Webster
Total
276
98
112
84
157
84
84
895
593
214
237
178
297
178
178
1875
210
76
84
63
105
63
63
664
30
9
13
10
0
10
10
82
516
183
209
157
262
157
157
1641
2010
Henning Boysen, Chairman
Wolfgang Beeser
Heinz Karrer
John Lindquist
David Schnell
Annette Schmmel
Raymond D. Webster
Total
276
98
111
84
157
84
84
894
603
217
241
181
302
181
181
1906
210
76
84
63
105
63
63
664
31
9
13
10
0
10
10
83
517
183
208
157
262
157
157
1641
304 | 305
02_06_10_
C o r p o ra t e
Gover na nce
>>
Compensation Report
The compensation shown includes basic salaries for 2011 and the variable
year concerned. Figures for 2010 have been restated accordingly. The
sation includes the registered shares B assigned for 2011, which will be
Compensation Report
2011
CHF 1000
1 Five members.
>>
02 Financial Report
Group Executive
Board1
Of which:
Peter Rothwell
3234
900
659
2617
662
638
39
0
7849
232
714
110
114
6
0
2076
Group Executive
Board5
Of which:
Peter Rothwell
3742
900
1261
2047
528
397
28
0
8003
424
507
111
111
6
0
2059
306 | 307
02_06_10_
C o r p o ra t e
Gover na nce
>>
02_06_10_07_
Compensation Report
>>
Share OwnerShip
2011
Board of Directors
Henning Boysen, Chairman
Wolfgang Beeser
Heinz Karrer
John Lindquist
David Schnell
Annette Schmmel
Raymond D. Webster
Group Executive Board
Leif Vase Larsen
Stefan Leser
Rolf Schafroth
Peter Meier
Total
2010
Board of Directors
Henning Boysen, Chairman
Wolfgang Beeser
Heinz Karrer
John Lindquist
David Schnell
Annette Schmmel
Raymond D. Webster
Group Executive Board
Max E. Katz1
Leif Vase Larsen
Stefan Leser
Rolf Schafroth
Peter Meier2
Total
1 Member of the Group Executive Board who left
the company during 2010.
Compensation Report
Number of shares
Number of shares
Voting rights
Number of shares
4283
1052
1167
1146
2647
1326
1346
0.09%
0.02%
0.02%
0.02%
0.05%
0.03%
0.03%
0
0
0
0
0
0
0
808
3329
1768
1
0.02%
0.07%
0.04%
0.00%
0
0
0
0
18873
0.38%
3190
838
930
698
2350
1148
848
0.08%
0.02%
0.02%
0.02%
0.06%
0.03%
0.02%
0
0
0
0
0
0
0
3243
505
1150
460
1
0.09%
0.01%
0.03%
0.01%
0.00%
0
0
0
0
0
15361
0.40%
Voting rights
no blocking period
blocking period 2011
blocking period 2012
blocking period 2013
blocking period 2014
31 Dec 2011
31 Dec 2010
6279
0
2907
1906
1875
3727
1462
2907
1906
0
31 Dec 2011
31 Dec 2010
5757
0
149
0
0
4062
1148
149
0
0
Number of shares
no blocking period
blocking period 2011
blocking period 2012
blocking period 2013
blocking period 2014
0%
0%
02 Financial Report
308 | 309
Getting in touch
with the earth again.
fig. 10:
Lower part of Talimu River in China forming the border of the Taklimakan dune field.
310 | 311
02_07_
Appendix
02_07_01_
agenda 2012
C o r p o ra t e
Gover na nce
Agenda 2012
photography notes
17 April 2012
In the second chapter of the Kuoni Annual Report 2011, the birds eye panoramas are primarily dedicated to uninhabited natural landscapes. They
are classic places of longing situated
amidst untouched nature, which have
embodied the aesthetic feeling of the
sublime since the landscape painting
of Romanticism.
laurence.bienz@kuoni.com
08 November 2012
Investor Relations
Laurence Bienz
Kuoni Travel Holding Ltd.
Neue Hard 7, CH-8010 Zurich
tel +41 (0)44 277 45 29
fax +41 (0)44 277 40 31
02 Financial Report
312 | 313
02 Financial Report
06_03_
Colophon
Publisher:
Corporate Communications
www.kuoni.com
Twitter: www.twitter.com/kuonigroup
Facebook: www.facebook.com/KuoniGroup
Wolfgang Scheppe
Concept:
Authors:
Illustrations:
Sara Codutti
Graphic Design:
Translations:
Paul Day, Fiona Elliott, Ishbel Flett, Barbara Hau, James Knight,
Project Manager:
Simon Marquard
Production:
Helga Sterr
Photography:
Typesetting:
Programming:
Mario Klingemann
06 appendix