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Financial and Operational Results
9M 2018
October 26, 2018
Contents
Contents Pg. # CEO’s Message 3
Highlights 4
Summary Financial and Operational Results 5
Passenger Developments 6
Comparison to 9M17 7
Revenue 8
Costs 9
Profitability 10
Quarterly Drivers 11
Quarterly Revenue & EBITDA by Assets 12
Revenue and EBITDA Bridges 13
Guidance 14
FX Analysis 15
Debt Structure 17
CAPEX and Dividends 18
APPENDIX
Notes on Financials 19
Adjusted Financials - IFRIC 12 20
Reconciliation of Revenue and EBITDA 21
Selected Financials by Assets (IFRIC 12 adjusted) 22
Service Companies KPIs 23
Antalya Airport 26
Equity Accounted Investees 27
Income Statement & Balance Sheet 28
Cash Flow Statement 29
Operating Environment 30
Timeline 31
Material Events 32
Concessions Overview 35
TAV Corporate and Shareholder Structure 36
Contact IR 37
TAV Airports Operations Map*
2
* as of September 30, 2018
TAV is Turkey’s global brand in airport sector. Under this brand name, we operate a portfolio of 15 airports in seven countries. In addition to these airports, our service companies operate in 63 other airports in a total of 20 countries. Excluding Turkey, our service companies are in 19 countries and 40 airports. We provide leadership and best in class execution in airport management, financing, investing and design all over the world and provide infrastructure solutions to more than one hundred million people each year. The global brand that we have created in a short amount of time is just another reflection of the great potential and dynamism of Turkey. In 2018 May, we added the fifteenth airport to our portfolio by purchasing a 50% stake in the company operating Antalya Airport for EUR360 million. Antalya Airport is Turkey’s second largest airport in terms of international passengers that served 26 million passengers in 2017. In the first nine months of 2018, international passengers served in Antalya airport regıstered a 27% year on year growth. Given that it is Turkey’s top holiday destination, Antalya offers an excellent growth potential for TAV Airports. 2018 is a year of records for most of the airports that we operate which are at all time highs in international passenger numbers. Tunisia grew 50%, Georgia 21% and Macedonia grew 18% in total passenger numbers. While our ex-Antalya Turkish portfolio passenger traffic grew at 10%, the international airports grew at 15%. In the first nine months of 2018, we achieved 36% surge in our passenger numbers. Even excluding the inorganic contribution from Antalya Airport, we achieved a 11% passenger growth (like-for-like growth). We have crowned the record passenger numbers with all time high financial results for the first nine months of 2018. Our revenue increased 6% and reached EUR 902 million. Our EBITDA increased 23% and reached EUR 485 million. Despite the sharp depreciation of Turkish Lira in the third quarter, the nine months net profit of EUR 206 million with a 25% growth is well within our guidance of significant double digit growth. We reaffirm our guidance for full year of more than 30 percent growth in total TAV passengers, 8 to 10 percent growth in Istanbul Ataturk Airport international passengers, 11 to 13 percent growth in Istanbul Ataturk Airport international O&D passengers, as well as 14 to 16 percent growth in EBITDA and significant double digit net profit growth; subject to our traffic and FX assumptions, with the inclusion of Antalya Airport since May 2018. Our ground handling companies Havas and TGS will be clear beneficiaries of the growth that the New Istanbul Airport will provide in Turkish aviation sector, as we agreed with our partner Turkish Airlines to extend our partnership in TGS for 15 more years. TAV Operation Services, BTA and TAV Technologies are all transforming into global companies in their own respective fields and they enlarge their portfolio to new airports. As the third pillar of our company’s growth strategy, the service companies now comprise 36% of our combined revenue. Turkey’s global brand in airport operations owes its success to our employees, our shareholders and all our business partners. I wholeheartedly thank all of them for their efforts and trust in building TAV Airports.
CEO’s Message
3 Dr. M. Sani Sener CEO & Executive Board Member
Highlights of 2018 Nine Months Results
4
1) IFRS Revenue – Construction revenue + Ankara guaranteed passenger revenue - Discount Income. (please refer to page 21, for revenue reported by Groupe ADP)
2) IFRS EBIT + Depreciation & Amortisation – Construction revenue + construction expense + Ankara guaranteed passenger revenue - Discount Income + Equity accounted investees
(please refer to page 21, for EBITDA reported by Groupe ADP). TAV Istanbul’s Rent in 2018 is mainly determined by 2018 and 2017 EUR/USD FX rate, due to amortization schedule of
rent payments (while there is no change in cash payment amount)
Consolidated Revenue(1) of €902m (+6% vs 9M17)
Revenue growth supported by traffic growth, while impacted by depreciation of TRY, softness in duty free and stronger Euro vs US Dollar.
Net Profit of €206m (+25% vs 9M17)
Operational strength reflected in bottomline, despite deferred tax expense and translation loss All time high nine months net profit
Net Debt of €620m (-5% vs 9M17)
Net debt, which excludes €300m shareholder loan related to Antalya acquisition, decreased with cash generation
118m Passengers Served (+36% vs 9M17)
Like-for-like growth of 11% (excluding Antalya Airport) 51% international (with addition of Antalya Airport in May 18) and 15% domestic passenger growth
Consolidated EBITDA(2) of €485m (+23% vs 9M17)
EBITDA margin expansion due cost control and TAV Istanbul rent expense starting to decline in EUR terms in 3Q18 due to the amortization schedule EBITDA boosted by contribution of Antalya since May 2018
IFRIC 12 Adjusted Financials (in m€, unless stated otherwise) 9M17 (5) 9M18 Chg %
Revenue (1) 853.9 902.0 6%
EBITDAR (2) 515.8 604.1 17%
EBITDAR margin (%) 60.4% 67.0% 6.6 ppt
EBITDA (2) 393.0 485.2 23%
EBITDA margin (%) 46.0% 53.8% 7.8 ppt
FX Loss (10.0) (26.9) 168%
Deferred Tax Expense (4.2) (10.3) 146%
Net Profit (3) 164.9 205.6 25%
Capex 35.1 64.8 85%
Net Debt 654.7 619.8 -5%
Average number of employees 16,771 18,228 9%
Number of passengers (m) 87.1 118.2 36%
- International 49.9 75.2 51%
- Domestic 37.2 42.9 15%
Duty free spend per pax (€) (4) 13.0 11.2 -14% (1) IIFRS Revenue – Construction revenue + Ankara guaranteed passenger revenue - Discount Income (please refer to page 21, for revenue
reported by Groupe ADP)
(2) IFRS EBIT + Depreciation & Amortisation + (Rent – for EBITDAR calculation) – Construction revenue + construction expense + Ankara
guaranteed passenger revenue - Discount Income + Equity accounted investees (EAI). EAI is not classified to EBITDA in Groupe ADP’s accounts.
(Please refer to pg. 21 for EBITDA reported by Groupe ADP)
(3) Attributable to equity holders of the company
(4) Transfer numbers are tentative and subject to change
(5) Restated
9M18 Summary Financials
5
Source: TAV Airports Holding, DHMI, TAV Tunisia, TAV Macedonia, Georgian Aviation Authority, TIBAH , MZLZ
Spend per Pax From €13.0 to €11.2, mainly due to depreciation of TRY impacting Turkish passengers’ spending, as well as weakness in European passengers.
Pax -+36%
Like-for-Like pax growth is 11%, Antalya added in May 18 Istanbul Airport international pax +11% in 9M18 with +6% in international-to-international transfer pax and +15% in international O&D O&D recovery started in Q2 2017 Share of transfer is 45% in Istanbul (9M17: 47%)
6
235 242 250
8
0 0 0
çizgiler
251 243 223
Revenue +6%
Revenue growth supported by traffic growth, while impacted by depreciation of TRY, softness in duty free and stronger Euro vs US Dollar. 50% aero, 50% non-aero
EBITDA +23%
EBITDA margin expansion due to cost control and TAV Istanbul’s rent expense starting to decline in EUR terms in 3Q18 due to the amortization schedule; EBITDA boosted by contribution of Antalya since May 2018
FX Loss +168%
Forward EUR transactions in 1Q18 and depreciation of TRY impacted FX loss
Net Profit +25%
Operating performance reflected in bottomline, despite deferred tax expense and translation loss
Net Debt -5%
Net debt, which excludes €300m shareholder loan related to Antalya acquisition, decreased with cash generation
EBITDAR +17%
EBITDAR margin expansion, mainly due to cost control and depreciation of TRY
Traffic Performance
Istanbul
Traffic growth slowed down in 2nd half as expected since calendar effect of recovery (started in 2017 H2) is over. TRY depreciation impacts domestic traffic negatively. Istanbul International O&D +15%, int to int transfer +6% in 9M17
Ankara
Significant growth continues thanks to year-on-year effect of routes opened in mid/late 2017 Domestic traffic growth is negatively impacted by TRY depreciation in August and September.
İzmir Increased seat capacity on several routes by Turkish carriers
Milas-Bodrum Significant increases in flight offering by many carriers
Gazipasa
Traffic started to recover with new routes introduced
Medinah Strong growth in scheduled international and Umrah traffic
Tunisia Recovery started following lift of UK travel ban in late July 2017
Georgia Year-on-year effect of Middle Eastern routes opened in 2017 (Kuwait, Bahrain, Tehran etc.) and 11 routes opened by Georgian Airways following visa free EU access of Georgian people.
Macedonia Year-on-year effect of Wizzair’s 4th aircraft ended in July, frequency increase in some other Airlines
Zagreb Driven by new routes, new terminal opened at the end of March 2017
Pax Strong growth in all markets continues Like for like growth of 11%
6
235 242 250
8
0 0 0
çizgiler January-September January-December
Passengers (m) (1) 2017 2018 Chg 2016 2017 Chg %
Ataturk Airport 48.010 51.740 8% 60.415 63.727 5%
International 33.219 36.901 11% 41.282 44.277 7%
Domestic 14.791 14.839 0% 19.134 19.450 2%
Esenboga Airport 11.419 13.130 15% 13.044 15.846 21%
International 1.528 1.782 17% 1.497 1.992 33%
Domestic 9.892 11.348 15% 11.547 13.854 20%
Izmir Airport 9.640 10.471 9% 12.051 12.824 6%
International 1.924 2.248 17% 2.096 2.355 12%
Domestic 7.715 8.223 7% 9.955 10.469 5%
Gazipaşa Airport 0.659 1.017 54% 0.719 0.823 15%
Milas-Bodrum 3.027 3.660 21% 3.222 3.509 9%
International 0.841 1.364 62% 0.910 0.936 3%
Domestic 2.186 2.296 5% 2.312 2.573 11%
Antalya(2) 21.321 25.894 21% 18.769 25.932 38%
International 15.731 20.047 27% 11.720 18.472 58%
Domestic 5.590 5.847 5% 7.048 7.459 6%
Medinah 6.150 6.519 6% 6.573 7.805 19%
Tunisia (Monastir&Enfidha) 1.403 2.101 50% 1.594 1.684 6%
Georgia (Tbilisi&Batumi) 2.865 3.460 21% 2.560 3.654 43%
Macedonia (Skopje&Ohrid) 1.547 1.822 18% 1.794 2.027 13%
Zagreb Airport 2.366 2.569 9% 2.766 3.092 12%
TAV TOTAL (1) 87.086 118.155 36% 104.739 114.992 10%
International 49.907 75.215 51% 58.746 65.220 11%
Domestic 37.180 42.940 15% 45.993 49.772 8%
251 243 223
6
Source: Turkish State Airports Authority (DHMI), Georgian Authority, TAV Tunisie, TAV Macedonia, TIBAH and MZLZ Note: DHMI figures for 2018 are tentative. 1) Both departing and arriving passengers, including transfer pax 2) Antalya added to portfolion in May 2018. TAV Total 2017 Traffic figures do not include 2017 Antalya Airport figures. TAV Total 2018 figures includes Antalya Airport starting from May.
Antalya
Traffic growth spurred by strong tourist arrivals
YoY Comparison (2017 figures restated)
47%
34%
3% 10%
6%
43%
33%
3%
12%
10%
Istanbul Other Airports BTA HAVAS Other
7
Consolidated Revenue (1) (€m) Net Profit (2) (€m)
Consolidated Revenue (%) EBITDA (%) Opex (%)
854 902
9M17 9M18
393
485
9M17 9M18
165
206
9M17 9M18
(1) Please refer to page 21, for revenue and EBITDA reported by Groupe ADP
(2) Attributable to equity holders of the company
32%
22% 16%
16%
9% 6% 30%
21% 19%
16%
9% 5%
Personnel Concession rent
Other D&A
Services rendered Catering
9M17
9M18
EBITDAR (1) (€m)
26 51
120
144 146 148
247 166 63
234 31 44
85 129 193
186 186 186
206 222 242
230 231 232
253 219 151
248 182 187
5
228 238 248
245 245 247
EBITDA (1) (€m)
516
604
9M17 9M18
21%
33% 14%
9%
22%
20%
36% 14%
9%
21%
Duty-free Aviation Ground-handling F&B Other
(€m) * 9M17** 9M18 Chg (%)
Aviation 287.2 324.3 13%
Ground handling (inc. de-icing) 118.0 124.1 5%
Commission from duty free sales 180.4 183.3 2%
Catering services and retail 80.7 84.2 4%
Other operating revenue 187.6 186.1 -1%
Total Revenue 853.9 902.0 6%
Revenue Growth Supported by Traffic Growth but Impacted by FX
8
* Please refer to page 21, for revenue reported by Groupe ADP
** Restated
Spend per Pax From €13.0 to €11.2, mainly due to depreciation of TRY impacting Turkish passengers’ spending, as well as weakness in European passengers.
Revenue +6%
Revenue growth supported by traffic growth, while impacted by depreciation of TRY and softness in duty free Other operating revenue mainly impacted by depreciation of TRY and lower software sales
Aviation +13%
Aviation revenue growth in line with like for like pax growth.
USD based aviation revenue impacted negativey by stronger Euro vs US Dollar
Guaranteed Pax Revenue (net of discount income): €7.1m for Ankara (€4.9m in 9M17).
Commission from Duty Free +2%
Commission from duty free increase is a function of international pax increase and change in spend per passenger. Softness in Turks and Europeans vs strength in Russians and Chinese
Ground Handling +5%
Total flights served +10%, HAVAS only +7% (fully consolidated), TGS +10% (equity pick-up) Ground handling revenue in line with ATMs served by HAVAS
Catering &Retail +4%
Strong performance in catering in Turkey New F&B operations in Muscat opened in 1Q18 and in Zagreb opened in 4Q17 Revenue generation predominantly in TRY, Impacted by TRY depreciation
Other Operating Revenue -1%
Softness in other operating revenue was mainly due to TRY depreciation and lower software sales income.
YoY Opex Flat
9
(€m) 9M17* 9M18 Chg (%)
Cost of catering inventory sold -31.3 -28.7 -8%
Cost of services rendered -51.9 -49.1 -6%
Personnel expenses -179.1 -168.2 -6%
Concession & rent expenses -122.7 -118.9 -3%
Istanbul -117.4 -113.4 -3%
Tunisia -4.6 -4.6 0%
Macedonia -0.8 -0.9 13%
Depreciation and Amortization -87.7 -88.0 0%
Other operating expenses -87.2 -104.9 20%
Total Operating Expenses -560.0 -557.7 0%
Catering COGS -8%
Mostly due to depreciation of TRY and lower unit costs due to higher volumes
Services Rendered -6%
Cost of services rendered which consists of miscellanous items decreased. TRY dominant cost item.
Personnel -6%
Concession & Rent -3%
Depreciation & Amortization 0%
TAV Istanbul’s rent in 2018 is mainly determined by 2018 and 2017 EUR/USD FX rate, due to amortization schedule of rent payments (while no change in USD denominated rent amount)
Lower rent expense vs. 2017 kicked in in Q3 2018, due to amortization schedule
Other opex increased mainly due to new projects
Depreciation and amortization charged each quarter now changes in relation to passenger numbers realized due to change in accounting methodology in 4Q 2017.
Previous method: straight line New Method: Unit of Production (Passenger Numbers)
Other Opex +20%
Total Opex 0%
Mostly impacted by lower TAV Istanbul rent, lower depreciation and lower personnel costs.
8% average headcount increase due to new projects more than offset by depreciation of TRY
* Restated
Equity pick-up (€m)
(€m) (1) 9M17** 9M18 Chg (%) Equity Pick-up 11.4 52.7 364%
EBIT 305.3 397.3 30%
EBITDAR 515.8 604.1 17%
EBITDAR margin 60.4% 67.0% 6.6 ppt
EBITDA 393.0 485.2 23%
EBITDA margin 46.0% 53.8% 7.8 ppt
All Time High Q3 and Nine Months Net Profit
10
(1) IFRIC 12 adjusted
(2) Non-controlling interest reflects the allocation of profit / loss held by minority shareholders of
subsidiaries (BTA in 9M17, TAV Tunisia, TAV Georgia, HAVAS Europe )
TGS: All companies under Havas consolidation – Havas solo
(€m) (1) 9M17** 9M18 Chg (%)
Finance income 8.2 11.9 45%
Finance costs -84.8 -110.8 31%
FX loss -10.0 -26.9 168%
Net finance costs -76.6 -98.9 29%
Profit before income tax (2) 223.8 291.3 30%
Tax expense -48.2 -75.4 57%
Current period tax expense (1) -44.0 -65.1 48%
Effective Tax Rate ((1)/(2)) -20% -22% -2 ppt
Deferred tax (expense) -4.2 -10.3 146%
Profit for the period 175.6 215.8 23%
Attributable to :
Equity holders of the Company 164.9 205.6 25%
Non-controlling interest(2)
-10.7 -10.3 -4%
Equity Pick-up +364%
Significant improvement in the performance of ATU and TIBAH (Medinah). Medinah positively affected from new depreciation schedule based on pax volume. Addition of Antalya Airport in May 2018. Antalya contribution is net of Purchase Price Allocation Amortization
EBITDAR +17%
Significant growth supported by cost control and depreciation of TRY
EBITDA +23%
Lower TAV Istanbul rent due to amortization schedule
EBIT +30%
Depreciation now changes according to pax numbers with new accounting methodology.
Net Finance Costs +29%
Impacted by increase in FX losses in 1Q18 and 3Q18 EUR7m one-off finance cost from Esenboga refinancing
FX Loss +168%
EURTRY forward transactions in Q1 2018 Impacted by cash cycle in EURTRY receivables Impacted by depreciation of USD and TRY based financial assets versus EUR
Tax +57%
Due to increase in current and deferred tax
Current Tax +48%
Mostly due to TAV Istanbul’s increased profitability and higher corporate tax rate in Turkey in 2018 (22%) vs 2017 (20%)
Deferred Tax +146%
Deferred tax is a function of many variables among which the predominant is EURTRY (mainly due to TRY denominated investment incentives)
Net Profit to Equity Holders +25%
Significant operational improvement reflected in the bottomline
ATU = ATU + ATU Magazacılık (Domestic) ** Restated
16,0
7,5
-10,3
-0,1 -1,5 -0,2
19,8 15,5
-4,1
0,0 0,0
23,3
-1,8
ATU TGS* TIBAH(Medinah)
BTA IDO MZLZ(Zagreb)
Antalya Other
9M17
9M18
Quarterly Drivers*
11
€m 1Q17 1Q18 % 2Q17 2Q18 % 3Q17 3Q18 % Adjusted Revenue 226.2 248.4 10% 284.4 301.2 6% 343.2 352.3 3% Aviation income 74.4 85.4 15% 89.9 100.7 12% 123.0 131.1 7% Ground Handling Income 29.3 28.9 -1% 38.5 42.2 10% 52.2 52.9 1% Commission from sales of duty free goods 46.6 52.2 12% 62.9 63.8 1% 71.0 67.3 -5% Catering services & retail 21.1 24.0 14% 27.2 28.6 5% 32.4 31.5 -3% Other Operating Revenue & Income 54.9 57.9 5% 66.0 66.0 0% 64.6 69.4 7%
Cost of catering inventory sold -9.8 -8.8 -10% -9.9 -10.3 3% -11.6 -9.6 -17% Cost of services rendered -13.1 -13.5 4% -20.2 -16.1 -20% -18.6 -19.4 4% Personnel expenses -57.0 -60.7 6% -62.1 -57.5 -7% -60.0 -50.1 -17% Concession rent expenses -39.3 -40.4 3% -40.6 -40.4 0% -42.8 -38.0 -11%
Depreciation and amortization eexpenses -29.6 -29.3 -1% -29.2 -25.2 -14% -28.9 -33.5 16% Other operating expenses -28.1 -30.7 9% -28.4 -39.3 38% -30.7 -34.9 13% Equity Pick-up -1.7 2.5 nm 2.3 19.1 729% 10.7 31.1 191% Adjusted EBITDA 77.6 96.7 25% 125.4 157.0 25% 190.0 231.5 22%
Adjusted EBITDA Margin 34% 39% 4.6 ppt 44% 52% 8 ppt 55% 66%
10.4 ppt
Adjusted EBIT 48.0 67.5 41% 96.2 131.7 37% 161.1 198.0 23% IFRIC 12 Adjustement -3.2 -5.2 62% 0.5 0.8 68% -2.2 -2.7 23% Finance income 2.1 3.4 60% 0.5 3.7 642% 5.6 4.9 -13%
Translation gain 0.0 11.6 Finance costs -23.4 -40.6 74% -29.0 -22.5 -23% -32.5 -47.7 47%
Translation loss -0.2 -19.1 nm -1.8 -8.1 -19.5 142% Net finance costs -21.3 -37.2 75% -28.5 -18.8 -34% -26.9 -42.9 60% Profit before income tax 23.5 25.0 6% 68.2 113.8 67% 132.0 152.5 15% Tax expense -13.7 -19.4 42% -16.5 -24.0 45% -18.0 -32.1 78% Current period tax expense -10.9 -16.5 51% -14.0 -24.2 73% -19.1 -24.4 28% Deferred tax (expense) -2.8 -2.9 5% -2.5 0.3 nm 1.1 -10.0 nm Profit for the period 9.8 5.6 -43% 51.7 89.8 74% 114.1 120.4 6% Attributable to:
Equity holders of the Company 11.7 7.2 -39% 48.3 86.0 78% 104.9 112.4 7% Minority -1.9 -1.5 -18% 3.4 3.8 12% 9.2 8.0 -13%
Arrival duty free affected negatively by TRY depreciation, predominantly in Q2 and Q3 Catering & retail affected negatively by TRY depreciation
Other operating revenue and income comprises miscellaneous revenue items Decrease in personnel expenses in Q2 and Q3 mostly due to EUR/TRY Depreciation and amortization charged each quarter now changes in relation to passenger numbers realized due to change in accounting methodology since 4Q 2017
Equity Pick-up strength in Q2 and Q3 is due to contribution from Antalya, as well as improvement in TIBAH and ATU
EUR 7m one-off finance cost from Esenboga refinancing in Q2 2018
Translation loss and deferred tax expense in Q3, mainly due to depreciation of TRY
* 2017 Restated
Quarterly Revenue & EBITDA by Assets(1)
12
(1) Please refer to page 21, for revenue and EBITDA reported by Groupe ADP (2) Others EBITDA includes share of profit of equity accounted investees (equity-pick up). Please see pg 27.
(3) Restated
1Q15 2Q15 3Q15 4Q15 1Q16(3) 2Q16(3) 3Q16(3) 4Q16(3) 1Q17(3) 2Q17(3) 3Q17(3) 4Q17(3) 1Q18 2Q18 3Q18
Airports 161.9 201.3 220.0 179.4 169.2 189.8 225.0 193.4 161.8 195.6 243.3 195.3 175.7 207.7 251.3
Istanbul 117.3 141.6 145.7 124.9 118.1 126.3 132.0 124.6 109.0 128.6 139.7 129.0 119.7 130.1 137.4
Ankara 13.0 10.3 13.2 14.9 17.3 12.7 15.9 21.6 14.8 10.8 14.6 16.3 14.9 11.2 13.0
Ege 12.1 17.2 25.0 15.2 12.9 16.1 22.2 15.4 12.5 16.4 24.1 15.5 13.4 16.6 24.4
Gazipasa 0.3 1.6 2.6 0.9 0.4 1.3 2.1 0.7 0.3 1.2 2.1 0.9 0.3 2.2 3.5
Tunisia 4.7 11.9 5.7 2.7 3.2 6.6 10.6 3.9 2.3 5.8 11.6 3.4 2.2 8.8 16.0
Georgia 9.0 11.7 17.3 13.0 10.3 13.9 21.8 16.8 15.6 20.2 29.5 20.1 17.0 23.1 31.0
Macedonia 4.6 5.6 7.7 5.7 5.3 6.5 8.1 6.8 5.7 6.5 9.1 6.7 6.4 7.6 10.2
Milas Bodrum 0.8 1.4 2.9 2.2 1.8 6.5 12.4 3.7 1.7 6.1 12.6 3.5 1.8 8.0 15.8
Services 92.1 109.5 126.2 115.6 93.1 116.4 123.2 124.2 92.4 119.1 133.4 113.1 101.0 122.4 130.4
Havas 25.4 40.1 49.7 32.7 28.0 33.3 39.0 31.3 26.0 34.8 46.8 31.8 27.0 37.8 45.3
BTA 37.8 42.1 47.2 39.8 39.5 44.6 48.3 37.8 32.7 40.1 47.5 38.1 36.7 41.7 44.4
Others (2) 28.9 27.3 29.3 43.2 25.6 38.5 35.9 55.0 33.7 44.1 39.1 43.2 37.3 42.9 40.7
Total 254.0 310.9 346.3 295.1 262.3 306.2 348.2 317.6 254.2 314.7 376.7 308.4 276.6 330.0 381.6
Eliminations -26.9 -30.2 -32.1 -37.7 -27.8 -32.1 -34.2 -36.1 -28.0 -30.3 -33.5 -30.5 -28.2 -28.8 -29.3
Consolidated Revenue 227.1 280.7 314.1 257.3 234.5 274.1 314.0 281.5 226.2 284.4 343.2 277.9 248.4 301.2 352.3
Airports 65.2 115.8 132.2 81.9 77.2 98.1 128.8 90.8 68.5 103.0 147.3 100.8 81.1 119.3 168.2
Istanbul 53.4 85.7 90.7 63.4 54.3 65.0 69.1 57.4 43.7 65.6 76.3 64.0 53.7 70.4 83.8
Ankara 7.3 4.7 7.3 5.4 11.7 6.7 10.1 12.0 9.1 4.9 8.8 10.8 7.8 5.8 8.4 Ege 5.3 10.5 17.4 7.9 6.3 9.5 15.1 8.5 6.8 10.4 17.5 9.3 7.6 11.1 19.1
Gazipasa -0.4 0.8 1.9 0.0 -0.4 0.4 1.2 -0.3 -0.4 0.3 1.2 0.0 -0.5 1.4 2.8
Tunisia -6.0 3.6 -3.9 -5.3 -2.6 0.1 2.6 -3.8 -3.1 -0.4 3.9 -2.9 -2.6 2.9 8.6
Georgia 5.0 7.9 13.3 8.4 6.4 10.0 17.8 12.9 11.1 16.2 25.0 15.8 12.8 18.8 26.4
Macedonia 1.2 2.4 4.2 2.0 1.7 3.0 4.0 2.8 1.5 2.8 5.1 2.3 2.2 3.6 5.8
Milas Bodrum -0.6 0.3 1.4 0.2 -0.3 3.4 8.8 1.3 -0.1 3.2 9.5 1.5 0.1 5.3 13.3
Services 12.4 26.5 40.5 15.5 7.9 17.9 28.7 9.0 9.5 22.7 43.7 12.7 16.3 37.6 63.6
Havas 0.0 14.2 22.8 7.8 4.4 9.7 15.2 2.5 4.1 11.8 24.1 9.0 6.0 19.8 30.5
BTA 2.6 4.9 5.9 0.2 2.0 4.2 6.4 0.9 2.0 3.1 7.2 1.4 1.6 2.9 9.4
Others(2) 9.8 7.4 11.8 7.5 1.5 3.9 7.2 5.5 3.3 7.9 12.5 2.2 8.7 14.9 23.7
Total 77.6 142.3 172.7 97.4 85.1 116.0 157.5 99.8 78.0 125.8 191.0 113.5 97.5 156.9 231.8
Eliminations 0.9 -0.1 1.3 -3.6 0.6 0.3 0.6 -1.1 -0.4 -0.4 -1.1 1.5 -0.7 0.0 -0.3
Adjusted EBITDA 78.5 142.2 174.0 93.7 85.7 116.3 158.1 98.7 77.6 125.4 190.0 114.9 96.7 157.0 231.5
Guaranteed pax revenue 5.9 2.5 4.5 6.8 2.5 -1.7 0.5 7.1 7.1 3.2 -0.5 2.2 5.4 -0.8 2.7
Ankara 5.6 2.5 4.5 6.8 2.5 -1.7 0.5 7.1 7.1 3.2 -0.5 2.2 5.4 -0.8 2.7
İzmir 0.2
Total Concession / Rent Expense 31.5 32.5 34.0 34.7 -36.0 -36.8 -38.6 -40.8 -39.3 -40.6 -42.8 -41.9 -40.4 -40.4 -38.0
Istanbul 30.7 30.8 31.2 33.2 -35.1 -35.1 -35.7 -39.3 -38.5 -38.9 -40.1 -40.5 -39.6 -38.7 -35.1
Tunisia 0.6 1.4 2.5 1.2 -0.6 -1.4 -2.5 -1.2 -0.6 -1.4 -2.5 -1.2 -0.6 -1.4 -2.5
Macedonia 0.2 0.2 0.3 0.3 -0.2 -0.3 -0.3 -0.3 -0.2 -0.3 -0.3 -0.2 -0.2 -0.3 -0.4
393,0
65,9
41,4 9,2 9,0 -15,2
-18,1
485,2
9M
17
Vo
lum
e
EPU
***
F/X
Mix
Price
Oth
er
9M
18
853,9
115,8
22,2 10,3 10,2 0,2
-110,5
902,0
9M
17
Vo
lum
e
Price
Mix
Oth
er
On
e-Offs
F/X
9M
18
9M18 Revenue and EBITDA Bridges *
Revenue Bridges* (€m) EBITDA Bridges (€m)
26 51
120
1
5
234 31 44
1
206 222 242
* Please refer to page 21, for revenue reported by Groupe ADP, 2017 restated
251 243 223
13
*** Equity Pick -up
Ege
**Others includes equity pick-up
853,9
9,9 7,3 5,9 5,4 5,2 3,9 2,8 2,5 2,4 2,4 1,4 -1,0
902,0
9M
17
Istanb
ul
Tun
isia
Ge
orgia
Elimin
ation
Bo
dru
m
Oth
ers
Maced
on
ia
BTA
Gazip
asa
Havas
Izmir (Ege
)
An
kara
9M
18
393,0
23,6 22,3
16,3 8,5 6,2 5,6 3,2 2,7 2,1 1,7 -0,9 -0,8
485,2
9M
17
Oth
ers**
Istanb
ul
Havas
Tun
isia
Bo
dru
m
Ge
orgia
Izmir (Ege
)
Gazip
asa
Maced
on
ia
BTA
Elimin
ation
An
kara
9M
18
2018 Guidance
14
2018 Guidance (revised in July 2018)
Istanbul Ataturk
Airport Int. Pax
Total TAV Airports
Pax Revenue EBITDA CAPEX Net Profit
Istanbul Ataturk
Airport Int. O&D Pax
8 to 10 Percent
> 30 Percent
4 to 6 Percent
~ €120m 11 to 13 Percent
14 to 16 Percent
Subject to our traffic and FX assumptions
Notes: All financial targets have been adjusted to reverse the effects of IFRIC 12 and are compliant with IFRS 11; assuming Istanbul Ataturk Airport will operate for the full year in 2018. Antalya Airport included since May, excluding the loses in the first four months of 2018. Revenue: IFRS Revenue – Construction revenue + Ankara guaranteed passenger revenue - Discount Income related to Ankara guaranteed passenger revenue. EBITDA: IFRS EBIT + Depreciation & Amortisation – Construction revenue + construction expense + Ankara guaranteed passenger revenue - Discount Income related to Ankara guaranteed passenger revenue + Equity accounted investees (EAI). EAI is not classified to EBITDA in Groupe ADP’s accounts. Please refer to pg. 27 for reconciliation to ADP’s reporting of TAV Airports financials.
significant double digit
FX Exposure of Operations (FY17)
15
10%
23%
10%
57%
Opex (1)(2)
€75m
€182m
€79m
€452m
98%
1%
Gross Debt
€1092m
4%
18%
56%
22%
Revenue (1)
€716m
€230m
€54m
€281m
96%
4%
Concession Rent Expense
€7m
€158m
€4m
€1282m
€165m
€788m
€1119m
EUR USD TRY Other
(1) Combined figures, pre-elimination IFRIC12 adjusted, includes equity-pick up (€16m) (2) Includes concession rent expenses (€165m), does not include depreciation (€141m)
€22m
FX Exposure
16
Hedging
Subsidiaries, TAV Ege, TAV Macedonia, TAV İsletme and TAV Milas Bodrum enter into swap transactions in order to diminish exposure interest rate risk to manage exposure to the floating interest rates relating to loans used. Interest payments of 100%, 100%, 100% and 90% of floating bank loans for TAV Ege, TAV Macedonia, TAV İşletme and TAV Milas Bodrum respectively are fixed with interest rate swaps.
Changes in the fair value of the derivative hedging instrument designated as a cash flow hedge are recognized directly in equity to the extent that the hedge is highly effective. To the extent that the hedge is ineffective, changes in fair value of the ineffective are recognized in profit or loss.
Sensitivity Analysis
The Group’s principal currency risk relates to changes in the value of the Euro relative to TRL and USD. The Group manages its exposure to foreign currency risk by entering into derivative contracts and, where possible, seeks to incur expenses with respect to each contract in the currency in which the contract is denominated and attempt to maintain its cash and cash equivalents in currencies consistent with its obligations. The basis for the sensitivity analysis to measure foreign exchange risk is an aggregate corporate-level currency exposure. The aggregate foreign exchange exposure is composed of all assets and liabilities denominated in foreign currencies, both short-term and long-term purchase contracts. A 10 percent strengthening / (weakening) of EUR against the following currencies at 30 September 2018 and 31 December 2017 would have increased / (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant.
6
235 242 250
8
251 243 223
Equity Profit or loss
(‘000)
Sstrengthening of EUR
Weakening of EUR
Strengthening of EUR
Weakening of EUR
30 September 2018 - -
USD - - (582) 582
TRY - - (4,214) 4,214
Other - - (1,757) 1,757
Total (6,553) 6,553 31 December 2017
USD - - (23,331) 23,331
TRY - - (2,799) 2,799
Other - - (1,634) 1,634
Total - - (27,764) 27,764
Decentralized Debt Structure - Prudently Levered
17
Net Debt (eop, €m) September
2017 June 2018
September 2018
Airports 773 765 820
İstanbul 12 -23 -21
Ankara 22 9 94
Ege (İzmir) 200 211 200
Gazipasa 47 48 46
Tunisia* 346 356 350
Georgia -18 -13 -7
Macedonia 46 41 36
Bodrum 118 135 122
Services -118 -40 -200
HAVAS 12 -4 15
BTA 4 4 2 Holding (stand alone) -141 -51 -229
Others 7 11 12
Total 655 725 620
Gross Debt Maturity Profile (€m)
Door to Door Maturity 7.5 Years
Average Maturity 4.8 Years
Average € Cost of Debt (Hedged*) 4.2%
Net Debt / 2017 FY EBITDA 1.2
* 69% of all loans have fixed rates. -as of September 30, 2018
6
235 242 250
8
0 0 0
çizgiler
251 243 223
*With the Istanbul refinancing the average cost of debt decreased from 4.6% in 2015 to 4.2% in 2018. ** We calculate net debt by subtracting cash and cash equivalents and restricted bank balances from our outstanding (short term and long term) loans and borrowings. Net debt does not include the shareholder loan amount of EUR 300 million from Tank ÖWA alpha GmbH with the maturity of May 2021. The interest rate for this loan is 3% and there is no principal payment until May 2021. ·
*Due to the trilateral negotiations in Tunisia, all financial debt has been reclassified to short term borrowings. Details can be found in IFRS financials Note 26
Non-recourse
113 95 124 74 66
238
366
1 Year 2 Years 3 Years 4 Years 5 Years 6+ Years
TunisiaTAV Airports
2,7
3,3 3,4 3,5
5,5
4,6 4,5
2011 2012 2013 2014 2015 2016 2017
39 62 66
109 105
64 87
53
124 133
218 210
127
175
74%
50%
2011 2012 2013 2014 2015 2016 2017
Dividends Paid Net Income Payout Ratio
CAPEX Development / Dividends
18
Quarterly Capex (€m)(i) 2018 Capex
Dividend Yield (%) Dividend History (€m)
The bulk of the capex was made for new headquarter building and new international lounges
(i) Adjusted to exclude effects of IFRIC 12 accounting change
TAV Airports’ dividend policy: 50% of the consolidated IFRS net profit.
26 51
120
1
5
206 222 242
251 243 223
2018 9M CAPEX
€65m
13 12 14
6
11
20
13
19
10 12 12
6
20
33
11
1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18
Istanbul Other
Summary IFRS Consolidation Table
9M17 9M18
Name of Subsidiary Consolidation % Stake Consolidation % Stake
TAV Istanbul Full - No Minority 100 Full - No Minority 100
TAV Esenboga Full - No Minority 100 Full - No Minority 100
TAV Ege Full - No Minority 100 Full - No Minority 100
TAV Gazipasa Full - No Minority 100 Full - No Minority 100
TAV Macedonia Full - No Minority 100 Full - No Minority 100
TAV Latvia Full - No Minority 100 Full - No Minority 100
TAV Tunisia Full - With Minority 67 Full - With Minority 67
TAV Urban Georgia (Tbilisi) Full - With Minority 80 Full - With Minority 80
TAV Batumi Full - With Minority 76 Full - With Minority 76
TIBAH Development Equity 33 Equity 33
TIBAH Operation Equity 51 Equity 51
HAVAS Full - No Minority 100 Full – No Minority 100
BTA Full - With Minority 67 Full – No Minority 100
TAV O&M Full - No Minority 100 Full - No Minority 100
TAV Technologies Full - No Minority 100 Full – No Minority 100
TAV Security Full - No Minority 100 Full - No Minority 100
HAVAS Europe Full - No Minority 100 Full - No Minority 100
ATU Equity 50 Equity 50
TGS Equity 50 Equity 50
BTA Denizyollari (IDO)* Equity 50 Equity 50
MZLZ Equity 15 Equity 15
MZLZ Operations Equity 15 Equity 15
TAV Milas Bodrum Full - No Minority 100 Full - No Minority 100
TAV Akademi Full - No Minority 100 Full - No Minority 100
Havas Saudi Equity 67 Equity 67
Tunisia Duty Free** Proportionate 30 Proportionate 30
Antalya Equity 49***
Notes on Financials
19 *Effective ownership to TAV Airports is 50% in BTA IDO **Tunisia Duty Free is 30% held and proportionately consolidated to ATU because ATU has 65% of the voting rights. ***49% Stake in Antalya gives TAV equal governance and 50% of dividends
Basis of Consolidation
The consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”). Although the currency of the country in which the Group is domiciled is Turkish Lira (TRL), most of the Group entities’ functional currency and reporting currency is EUR. Each entity is consolidated as follows:
IFRIC 12 & Our Adjusted Financials Policy
20
Introduction to IFRIC 12 IFRIC 12 booking model
IFRIC 12- is an accounting application treating BOT assets with special provisions for guaranteed income. Ankara Esenboga Airport and Izmir Adnan Menderes Airport International Terminal, with their guaranteed passenger fee structures, fall under the scope.
The capex we incur on our BOT assets, is routinely booked as “airport operation right” in the balance sheet. However when there are guaranteed passenger fees in question, these fees are discounted to their NPV and subtracted from the “airport operation right” of the BOT in question. The remaining capex amount gets booked as “airport operation right” and the NPV of guaranteed passenger fees gets booked as “trade receivables.”
When the guaranteed passenger fees become earned during the course of operations, these are credited from the balance sheet and the difference between discounted (NPV of) guaranteed passenger fees and the actual fees as they are earned are booked as finance income.
Due to the application of IFRIC 12, guaranteed passenger fees stop being P&L items and get treated as Balance Sheet/Cash Flow items, while at the same time, part of these fees gets shown as finance income. This unduely decreases aviation income and increases finance income and distorts our P&L. To adjust for the distortion we add back guaranteed passenger fees while reporting our adjusted revenue.
On the other hand the capex incurred during the construction phase is immediately transferred to P&L with an offsetting construction income assigned to it. This income may or may not carry a mark-up on it. Since this method of booking also distorts both the P&L and the Balance Sheet we adjust our financials to disregard the effects of both “construction expense” and “construction income.”
Debit Credit 1. During Construction
BS Debt BS Cash BS Construction in progress PL Construction Expense Construction Income
2. Completion of Construction
BS Construction in progress
BS (NPV of) Passenger Revenue Receivable (Trade Receivables)
BS Airport Operation Right *
3. Operations During Year PL Aviation Income for the Current Year ** BS Cash **
4. Year Close PL Aviation Income for the Current Year ***
PL
Was: Finance Income Is: Other operating revenue (Difference between discounted receivables and the actual receivables)
BS Passenger Revenue Receivable**** PL Amortisation of Airport Operation Right BS Accumulated Amortisation of Airport Operation Right
* AOR = Construction in progress-(NPV of Passenger Revenue Receivable ** TR-GAAP *** IFRS (IFRIC 12 application) **** Discounted guaranteed passenger revenue for that period
Guaranteed Pax Structure 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
An
kara
International Departing Pax (m) 0.8 0.8 0.9 0.9 1.0 1.0 1.1 1.1 1.2 1.2 1.3 1.3 1.4 1.5 1.6 0.6
Guaranteed Pax Income (€m) 11.8 12.4 13.0 13.7 14.4 15.1 15.8 16.6 17.5 18.3 19.2 20.2 21.2 22.3 23.4 9.6
Domestic Departing Pax (m) 0.6 0.7 0.7 0.7 0.8 0.8 0.8 0.9 0.9 1.0 1.0 1.1 1.1 1.2 1.2 0.5
Guaranteed Pax Income (€m) 1.9 2.0 2.1 2.2 2.3 2.4 2.5 2.7 2.8 2.9 3.1 3.2 3.4 3.6 3.7 1.5
Total Guaranteed Pax Income (€m)
13.7 14.4 15.1 15.9 16.7 17.5 18.4 19.3 20.2 21.3 22.3 23.4 24.6 25.8 27.1 11.1
Discount Income (€m) 11.80 10.96 9.93 8.69 7.21 5.47 3.43 0.43
İzm
ir
International Departing Pax (m) 1.1 1.1 1.1 1.2 1.2 1.2 1.3
Guaranteed Pax Income (€m) 15.9 16.4 16.9 17.4 17.9 18.4 19.0
Total Guaranteed Pax Income (€m) 29.6 30.8 32.0 33.3 34.6 35.9 37.4 19.3 20.2 21.3 22.3 23.4 24.6 25.8 27.1 11.1
6
235 242 250
8
251 243 223
Revenue Reconciliation
894,9
7,1 0,0
902,0
IFR
S R
even
ue
(re
po
rte
d b
y A
DP
)
An
kara
Gu
aran
teed
Pax
Re
ven
ue
Co
nst
ruct
ion
Rev
enu
e
Ad
just
ed
Rev
enu
e(r
ep
ort
ed
by
TAV
)
EBITDA Reconciliation
425,4
7,1 52,7
485,2
EBIT
DA
rep
ort
ed
by
AD
P
An
kara
Gu
aran
teed
Pax
Re
ven
ue
Equ
ity
Pic
k-u
p
EBIT
DA
rep
ort
ed
by
TAV
Reconciliation of Revenue and EBITDA (9M 2018)
21
(Net
of
dis
cou
nt
inco
me)
(Net
of
dis
cou
nt
inco
me)
Selected Financials by Assets (IFRIC 12 Adjusted) and Employee #s (9M18)
22
(€m) Revenue EBITDA EBITDA
Margin (%) Net Debt
Airports 634.6 368.7 58% 820 Istanbul 387.2 207.9 54% -21 Ankara 39.1 22.0 56% 94 Ege (İzmir) 54.4 37.8 69% 200 Gazipasa 6.0 3.8 63% 46 Tunisia 26.9 8.9 33% 350 Georgia 71.2 57.9 81% -7 Macedonia 24.1 11.5 48% 36 Bodrum 25.6 18.8 73% 122
Services 353.7 117.5 33% -200 Havas 110.1 56.3 51% 15 BTA 122.8 13.9 11% 2 Others* 120.8 47.3 39% -217
Total 988.3 486.2 49% 620
Elimination -86.3 -1.0
Consolidated 902.0 485.2 54% 620
Revenue (€m) 9M17* 9M18 Chg.(%)
Airports 600.7 634.6 6% İstanbul 377.3 387.2 3% Ankara 40.2 39.1 -3% Ege (İzmir) 53.0 54.4 3% Gazipasa 3.5 6.0 69% Tunisia 19.6 26.9 37% Georgia 65.3 71.2 9% Macedonia 21.3 24.1 13% Bodrum 20.4 25.6 25%
Services 344.9 353.7 3% Havas 107.7 110.1 2% BTA 120.3 122.8 2% Others 116.9 120.8 3%
Total 945.6 988.3 5% Elimination -91.7 -86.3 -6% Consolidated 853.9 902.0 6% ATU** 256.1 261.5 2%
TGS** 94.3 101.9 8%
TIBAH (Medinah)** 56.4 57.2 1%
Number of Employees (eop) 9M17* 9M18
Istanbul 3,004 3,551 Ankara 953 952 Ege (İzmir) 915 938 Tunisia 787 781 Gazipasa 64 67 Georgia 918 979 Macedonia 685 713 Havas 4,364 4,848 BTA 3,096 3,423 Holding 104 113 O&S 681 737 Technologies 328 323 Security 1,102 1,405 Latvia 6 6 Bodrum 91 103 Academy 2 2
TOTAL 17,100 18,941
EBITDA (€m) 9M17* 9M18 Chg.(%)
Airports 318.9 368.7 16% Istanbul 185.6 207.9 12% Ankara 22.8 22.0 -4% Ege (İzmir) 34.7 37.8 9% Gazipasa 1.1 3.8 245% Tunisia 0.4 8.9 2119% Georgia 52.3 57.9 11% Macedonia 9.4 11.5 22% Bodrum 12.6 18.8 49%
Services 76.0 117.5 55% Havas 40.0 56.3 41% BTA 12.3 13.9 14% Others* 23.7 47.3 100%
Total 394.8 486.2 23% Elimination -1.8 -1.0 -48% Consolidated 393.0 485.2 23% ATU** 25.0 28.6 15%
TGS** 13.0 18.6 43%
TIBAH (Medinah)** 13.1 14.1 8%
*Others EBITDA includes share of profit of equity accounted investees (equity-pick up).
6
235 242 250
8
0 0 0
çizgiler
251 243 223
**Equity accounted investee *Others EBITDA includes share of profit of equity accounted investees (equity-pick up). * Restated
ATU (50%)
23
ATU Financials (€m) Duty Free Spend per Pax (€)
16,6 16,5 16,0
14,4 15,3 15,3
14,2 14,1
12,4
14,9 15,0 14,8
13,3 14,3 14,2
13,1 13,0
11,2
2011 2012 2013 2014 2015 2016 2017 9M17 9M18
Istanbul TAV
SPP dropped in 9M18, mainly due to TRY depreciation impacting Turkish passengers’ spending, as well as weakness in European passengers.
Operations started in 5 Tunisian airports in Q4 2014, ramp up in 2017 (one-off income in Q4 2016).
206 222 242
72,1 84,7
93,0 86,5
68,3
85,8
102,0
86,0 76,0
88,2 97,3
1,5 4,7
10,2 11,1 5,9 6,4
12,7
3,8 6,9
10,1 11,6
2%
6%
11%
13%
9%
7%
12%
8% 9%
11% 12%
0%
2%
4%
6%
8%
10%
12%
14%
0
20
40
60
80
100
120
1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18
Revenue EBITDA Margin
BTA
24
BTA Financials (€m)
39,5 44,6
48,3
37,8 32,7
40,1
47,5
38,1 36,7 41.7 44,4
1,9 4,1
6,3
0,7 1,9 2,9
7,0
1,8 1,6 2,91
9,4 5%
9%
13%
2%
6% 7%
15%
5% 4% 7%
21%
0%
5%
10%
15%
20%
25%
0,0
10,0
20,0
30,0
40,0
50,0
60,0
1Q
16
2Q
16
3Q
16
4Q
16
1Q
17
2Q
17
3Q
17
4Q
17
1Q
18
2Q
18
3Q
18
Revenue EBITDA Margin
TAV F&B Spend per Pax (€)
1,8
2,1 2
1,6
1,3 1,3 1,3 1,3 1,3 1,3 1,2 1,2
1,1
2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 9M17 9M18
Predominantly TRY based revenue and opex Cease of third party operations of BTA Logistics during 2016 Croatia added in 4Q17, Muscat added end of March 2018
102
250
18
371
110
279
21
410
HAVAS TGS HVS E HAVAS + TGS +HVS E
9M17
9M18
HAVAS
25
Havas Consolidated * Financials (€m) TGS Financials (50%) (€m)
Havas Solo FX Exposure FY 2017 # of Flights Served (‘000)
* Post IFRS 11
9%
40%
51%
Revenue
3%
73%
24%
Cost
28,0 33,3
39,0
31,3 26,0
34,8
46,9
31,8 27,0
37,8
45,3
4,2
9,7
17,1
0,4 4,0
11,7
24,0
9,3 6,0
19,8
30,5
0%10%20%30%40%50%60%70%80%
0,0
10,0
20,0
30,0
40,0
50,0
1Q
16
2Q
16
3Q
16
4Q
16
1Q
17
2Q
17
3Q
17
4Q
17
1Q
18
2Q
18
3Q
18
Revenue EBITDA Margin
32,4 36,0
39,5
22,3 25,5
32,0
36,8
32,4 29,0
36,4 36,4
3,3 4,9 5,8
-2,8
1,9 3,8
7,3 2,6
1,1
6,8 10,6
-20%
-10%
0%
10%
20%
30%
40%
-10,0
-5,0
0,0
5,0
10,0
15,0
20,0
25,0
30,0
35,0
40,0
45,0
1Q
16
2Q
16
3Q
16
4Q
16
1Q
17
2Q
17
3Q
17
4Q
17
1Q
18
2Q
18
3Q
18
Revenue EBITDA Margin
EUR USD TRY
26 51
120
1
5
206 222 242
Antalya International Airport
Transaction Overview
Transaction
TAV acquires IC Ictas’ 49% stake in ICF Antalya, the joint-venture that manages Antalya Airport
Fraport AG maintains 51% stake
Date of signing of SPA 27 February 2018
Date of Closing 8 May 2018
Price EUR 360 million cash
Impact on TAV Transaction expected to be EPS accretive
Source of funding Transaction financed through debt (EUR 300 million) and
equity (EUR 60 million)
Consolidation Consolidated by equity method
TAV acquires 49% of Antalya Airport with co-control; i.e. 50% dividend rights and 50% of voting rights
51% 49%
26
*EBITDAR=IFRS EBITDA which is before rent amortization **EBITDA= Adjused IFRS EBITDA after rent amortization
Antalya Airport Financials (100%)
15,2 16,2
15,2
18,3
20,5 20,2 21,5 22,1
20,9
11,7
18,5
15,7
20,0
2,6 2,6 3,1 3,7 4,5 4,9 5,5 [VALUE],0 6,9 7 7,5
5,6 5,8
17,8 18,8 18,3
22,0
25,0 25,1 27,0
28,3 27,8 26,0
0,0
21,3
25,9
2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 20179M
20189M
Antalya Pax (m) Int Dom Total
Source for Pax: DHMI
Severe international traffic decrease occured in 2016 with
Russian ban to charters (started late 2015) and security issues
in Turkey.. Majority of Russian traffic recovered in 2017 with
the lift of travel ban. Domestic traffic increased non-stop during
last 10 years.
EUR (m) 2014 2015 2016 2017 Revenue 327 303 182 260 EBITDAR* 283 258 141 223 EBITDA** 151 130 16 106 EBITDA Margin 46% 43% 9% 41% Net Profit 85 68 -24 40
Equity Accounted Investees – IFRS 11
27
1Q16 2Q16 3Q16 4Q16 FY16 1Q17 2Q17 3Q17 4Q17 FY17 1Q18 2Q18 3Q18 Antalya (50%) ¹ Revenue 8,9 23,2 39,2 19,6 90,9 7,5 35,4 65,0 22.3 130.2 12,0 43,4 77.1
EBITDAR ² 4.1 18.3 33.9 14.3 70.6 3.8 30.5 59.6 17.4 111.3 4.3 41.1 69.7 EBITDA ² -11,4 2,8 18,2 -1,4 8,2 -6,9 14,7 43,6 1.4 52.8 -10,9 25,8 55.2 Net Profit -16,3 1,2 9,6 -6,2 -11,8 -10,1 8,2 24,7 -2,8 20,0 -12,4 16.8 34.1 Net Debt 113,2 104,7 76,2 63,4 63,4 63,8 47,6 2,1 -21,2 -21,2 29,9 54,0 34.5
PPAA ³ -8,5 -19.3
Net Profit+PPAA 8.3 14.8 1Q16 2Q16 3Q16 4Q16 FY16 1Q17 2Q17 3Q17 4Q17 FY17 1Q18 2Q18 3Q18 ATU (%50) Revenue 72.1 84.7 93.0 86.7 336.4 68.3 85.8 102.0 86.0 342.1 76.0 88.2 97.3
EBITDA* 1.5 4.7 10.2 11.1 27.4 5.9 6.4 12.7 3.8 28.7 6.9 10.1 11.6
Net Profit 1.3 3.5 1.8 10.4 16.9 3.3 4.5 8.4 4.3 20.5 5.0 7.5 7.5
Net Debt 13.3 12.2 18.0 9.3 9.3 8.8 4.5 -1.1 -4.6 -4.6 -9.3 -5.4 -15.1 1Q16 2Q16 3Q16 4Q16 FY16 1Q17 2Q17 3Q17 4Q17 FY17 1Q18 2Q18 3Q18
TGS (50%) Revenue 32.4 36.0 39.5 22.3 130.2 25.5 32.0 36.8 32.4 126.7 29.0 36.4 36.4
EBITDA 3.3 4.9 5.9 -2.8 11.2 1.9 3.8 7.3 2.6 15.6 1.1 6.8 10.6
Net Profit 1.8 2.7 3.5 -3.6 4.4 0.6 2.0 5.0 1.8 9.4 0.3 5.2 11.4
Net Debt 0 0.0 0.0 0.1 0.1 - 0.0 0.0 -11.4 -11.4 0.0 0.0 0.0 1Q16 2Q16 3Q16 4Q16 FY16 1Q17 2Q17 3Q17 4Q17 FY17 1Q18 2Q18 3Q18
TIBAH (33%) Revenue 14.1 14.8 16.5 14.3 59.8 16.8 18.2 21.4 13.8 70.2 16.8 17,3 23.1
(Medinah) EBITDA 8.8 6.1 7.1 4.8 26.8 3.4 4.1 5.5 2.1 15.1 4.2 3,9 6.0
Net Profit 0.8 -1.3 -0.7 -2.9 -4.2 -4.5 -3.7 -0.7 -2.7 -11.6 -1.6 -1,8 -0.6
Net Debt 317.0 322.6 315.6 316.5 316.5 311.0 300.7 300.3 283.0 283.0 274.9 294.4 284.2
6
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8
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¹ TAV Airports’ 49% stake in TAV Antalya entitles it to equal governance and 50% of dividends. ² Adjusted EBITDA after concession rent amortization (IFRS EBITDA is before concession rent amortization) ³ TAV Airports’ Purchase Price Allocation (PPA) Amortization for Antalya Airport
Income Statement / Balance Sheet
28
INCOME STATEMENT (€m) 9M17 9M18 Construction revenue 16.9 0.0 Total operating revenue 848.9 894.9 Other operating income 0.1 0.3 Aviation income 282.3 317.2 Ground handling income 118.0 124.1 Commission from sales of duty free goods 180.4 183.3 Catering services income 80.7 84.2 Other operating revenue 187.6 186.1 Construction expenditure (16.9) 0.0 Operating expenses (560.0) (557.7) Cost of catering inventory sold (31.3) (28.7) Cost of services rendered (51.9) (49.1) Personnel expenses (179.1) (168.2) Concession rent expenses (122.7) (118.9) Depreciation and amortization expense (87.7) (88.0) Other operating expenses (87.2) (104.9) Equity Pick-up 11.4 52.7 Operating profit 300.4 390.1 Finance income 8.2 11.9 Finance expenses (84.8) (110.8) Profit before income tax 223.8 291.3 Income tax expense (48.2) (75.4) Profit for the period from continuing operations 175.6 215.8 Attributable to: Owners of the Company 164.9 205.6 Non-controlling interest 10.7 10.3
EQUITY AND LIABILITIES (€m) 9M17 9M18
EQUITY
Share capital 162.4 162.4
Share premium 220.3 220.3
Legal reserves 109.9 119.1
Other reserves -70.1 -81.1
Revaluation surplus 0.0 0.0
Purchase of shares of entities under common control 40.1 40.1
Cash flow hedge reserve -53.6 -44.5
Translation reserves -41.0 -61.2
Retained earnings / (Accumulated losses) 530.7 652.7
Total equity attributable to equity holders of the Company 898.5 1,007.7
Non-controlling interest 4.1 -5.9
Total Equity 902.6 1,001.8
Loans and borrowings 551.7 605.7
Reserve for employee severance indemnity 24.0 18.5
Due to related parties 0.0 303.6
Derivative financial instruments 40.0 26.4
Deferred income 30.0 14.4
Other payables 572.8 548.8
Deferred tax liabilities 16.5 17.8
Total non-current liabilities 1,235.0 1,535.4
Bank overdraft 0.0 0.3
Loans and borrowings 604.7 480.1
Trade payables 42.1 43.9
Due to related parties 1.0 0.7
Current tax liabilities 22.5 29.2
Other payables 253.5 287.2
Provisions 6.2 4.9
Deferred income 11.8 9.2
Derivative financial instruments 6.1 -0.0
Total current liabilities 947.9 855.5
Total Liabilities 2,182.9 2,390.9
TOTAL EQUITY AND LIABILITIES 3,085.4 3,392.7
ASSETS (€m) 9M17 9M18 Property and equipment 202.7 210.2 Intangible assets 12.1 10.4 Airport operation rights 1,660.4 1,573.1 Other investments 0.0 0.0 Goodwill 136.1 136.0 Prepaid concession expenses 7.0 3.9 Derivative Financial Instruments 0.0 0.1 Trade receivables 82.1 70.9 Other non-current assets 5.1 6.4 Deferred tax assets 33.4 23.8 Equity pick-up assets 85.2 550.9 Total non-current assets 2,223.9 2,585.7 Inventories 10.4 8.5 Prepaid concession expenses 111.3 76.6 Trade receivables 160.5 176.8 Due from related parties 17.9 36.2 Derivative financial instruments 0.0 0.0 Other receivables and current assets 59.7 42.5 Cash and cash equivalents 312.0 364.7 Restricted bank balances 189.7 101.6 Total current assets 861.5 807.0 TOTAL ASSETS 3,085.4 3,392.7
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Cash Flow Statement
29
CASH FLOWS FROM OPERATING ACTIVITIES 9M17 9M18
Profit for the period 175.6 215.8
Adjustments for:
Amortization of airport operation right 47.4 46.4
Depreciation of property and equipment 38.4 39.6
Amortization of intangible assets 3.3 1.9
Concession and rent expenses 122.7 118.9
Provision for employee severance indemnity 4.4 3.9
Provision for doubtful receivables 0.6 0.3
Discount on receivables and payables, net -0.1 0.0
Provision set for unused vacation 0.2 0.5
Interest income -8.2 -11.9
Interest expense on financial liabilities 42.3 52.0
Tax expense 48.2 75.4
Unwinding of discount on concession receivable and payable
17.6 17.3
Share of profit of equity-accounted investees, net of tax -12.8 -52.7
Unrealized foreign exchange differences on statement of financial position items
-6.8 -12.6
Cash flows from operating activities 472.7 494.8
Change in current trade receivables -30.2 -46.3
Change in non-current trade receivables 16.6 15.7
Change in inventories -1.6 1.4
Change in due from related parties 3.1 -12.6
Change in other receivables and assets 7.3 33.6
Change in trade payables -14.0 -2.4
Change in due to related parties -2.1 -0.1
Change in other payables and provisions -41.4 -79.8
Cash provided from operations 410.5 404.3
Income taxes paid -45.0 -55.7
Retirement benefits paid -3.3 -4.8
Additions to prepaid concession and rent expenses -134.1 -116.0
Net cash provided from operating activities 228.1 227.7
CASH FLOWS FROM INVESTING ACTIVITIES 9M17 9M18
Proceeds from sale of property, equipment and intangible assets
2.0 1.3
Acquisition of property and equipment -17.7 -63.7
Additions to airport operation right -16.5
Acquisition of joint venture net of cash acquired -381.2
Acquisition of intangible assets -0.8 -1.1
Change in due from related parties -0.5 -1.4
Change in due to related parties 0.2 0.1
Dividends from equity-accounted investees 18.7 23.3
Net cash used in investing activities -14.7 -422.7
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings 33.2 177.4
Repayment of borrowings -125.1 -221.6
Dividends paid -70.9 -98.6
Interest received 8.9 15.6
Interest paid -25.1 -31.2
Change in due to related parties 303.6
Change in restricted bank balances -34.8 71.1
Change in finance lease liabilities -3.0 -1.2
Net cash used in financing activities -216.7 215.2
NET INCREASE IN CASH AND CASH EQUIVALENTS -3.3 20.3
CASH AND CASH EQUIVALENTS AT 1 JANUARY 315.3 344.2
CASH AND CASH EQUIVALENTS AT 30 SEPTEMBER 312.0 364.5
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Passenger growth in Selected Airports (9M18) Monthly Change in Number of Tourists Visiting Turkey
TAV Airports Market Share (%) in Turkey
Operating Environment
30
Source: Company Data Source: Ministry of Tourism
Source: DHMI
40,9 41,1
48,9 48,7 48,6 49,1
51,3 50,1
30
35
40
45
50
55
60
2010 2011 2012 2013 2014 2015 2016 2017
35,7%
8,4%
5,5%
3,8%
3,4%
TAV
Frankfurt Airport
AENA
Schiphol
Paris Aéroport
38% 32% 35%
28% 27% 29%
12% 16%
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
2018/2017 2017/2016 2016/2015YTD: 23%
TAV became 100% shareholder of BTA
EUR25million impairment of Milas Bodrum (net profit impact of EUR20million, after deferred tax)
Havas Germany operations shut down
Accounting methodology changes
~EUR15m software sales revenue accrued in Q4, mainly from Abu Dhabi and Saudi projects
MoU signed to undertake exclusive negotiations with the Cuban government for Havana Airport
Q4
Timeline
31
2017 2018 2016
TRY 348 million cash dividends paid
Macedonia loan refinanced with one-off cost of ~EUR7m
Q1
TRY 248 million cash dividends paid
Adverse weather conditions in January led to flight cancellations in İstanbul
New terminal building of Zagreb Airport opened at the end of March
Q1
TRY 406 million cash dividends paid
Signed SPA to purchase 49% of Antalya Airport with co-control and equal dividend rights from IC for EUR 360 million
Q1
Istanbul loan refinanced with one-off cost of ~EUR11m (will be net income neutral by year-end)
Tunisia deferred tax asset reversal of ~EUR14m
Ataturk extension complete
Tbilisi runway and taxiway rehabilitation complete
Attack on the airport (June 28), coup attempt (July 15)
Q2
Consortium with TAV invited to exclusive negotiations for Havana Airports, Cuba
Started negotiations with Saudi Oger Ltd. to purchase half of its 33.3% shares of Tibah
Q3
Philippines regional airports tender cancelled
Saudi airports awarded (Yanbu, Qasim and Hail)
New arrival terminal building of Tbilisi Airport opened at the end of June
Q2
Change in shareholder structure
Guidance Revision for 2017
Q3
Q4
Antalya Airport share transfer took place in May 2018
TGS contract renewed for 15 more years
Guidance revision for 2018
Q2
Q3
Material Events in 2018
7/26/2018, Guidance Revision for 2018
Subject to our traffic and FX assumptions, with the inclusion of Antalya Airport since May 2018 (which excludes the first four months' net loss) and assuming Istanbul Ataturk Airport will operate for the full year in 2018, we expect (previous guidance in paranthesis below) • More than 30 percent growth in total TAV passengers (which was 10 to 12 percent), • 8 to 10 percent growth in Istanbul Ataturk Airport international passengers (which was 6 to 8 percent), • 11 to 13 percent growth in Istanbul Ataturk Airport international O&D passengers (which was 9 to 11 percent), • 4 to 6 percent growth in consolidated revenue (1) (which was 2 to 4 percent), • 14 to 16 percent growth in EBITDA (2) (which was 5 to 7 percent), • significant double digit increase in net profit and (which was double digit increase) • around EUR 120 million capital expenditures compared to 2017 (which was around EUR 80 million). Notes: All financial targets have been adjusted to reverse the effects of IFRIC 12 and are compliant with IFRS 11; assuming Istanbul Ataturk Airport will operate for the full year in 2018. (1) Revenue: IFRS Revenue – Construction revenue + Ankara guaranteed passenger revenue - Discount Income.related to Ankara guaranteed passenger revenue (2) EBITDA: IFRS EBIT + Depreciation & Amortization – Construction revenue + construction expense + Ankara guaranteed passenger revenue - Discount Income.related to Ankara guaranteed passenger revenue + Equity accounted investees (EAI).
8/17/2018, Corporate Governance Rating /2018
The periodic revision of the Corporate Governance Rating Report has been completed by SAHA Kurumsal Yönetim ve Kredi Derecelendirme Hizmetleri, a rating organization officially authorized to rate compliance with Corporate Governance Principles as set forth by the Capital Markets Board of Turkey. The Corporate Governance rating of our Company has increased to 96.25 on 17.08.2018 from a rating of 96.17 which was announced on 18.08.2017, owing to our strong emphasis on developing good corporate governance practices. The Corporate Governance Committee of TAV Airports has decided the renewal of corporate governance rating contract with SAHA Kurumsal Yonetim ve Kredi Derecelendirme Hizmetleri A.S, officially authorized to rate compliance with Corporate Governance Principles as set forth by the Capital Markets Board of Turkey for two years. Sub-categories Weight/Grade/Assigned Shareholders: 0.25 / 95.80 Public Disclosure and Transparency: 0.25 / 97.34 Stakeholders: 0.15 / 98.82 Board of Directors: 0.35 / 94.69 Total : 1.00 / 96.25
9/4/2018, New Istanbul Airport Shuttle Bus Service
The consortium, formed by our fully owned subsidiary HAVAS (Havaalanları Yer Hizmetleri A.S.), Altur Turizm and Free Turizm was awarded the shuttle bus service operations tender held by IETT İsletmeleri Genel Mudurlugu, a function of Istanbul Municipality, to enable a comfortable service for passengers and their luggages between the city center and the New Istanbul Airport. HAVAS has 30% shareholding in the consortium. Subject to relevant approvals, the operating period is 10 years starting from the opening date of the new Istanbul airport. The operations are going to be carried out with 150 buses on 18 different routes in Istanbul.
9/12/2018, D&O Insurance
In accordance with article 4.2.8 of Corporate Governance Principles annex published by the Capital Markets Board of Turkey, Directors and Officers Liability Insurance of TAV Airports Holding has been renewed for one year an amount which corresponds to more than 25% of issued capital of our company.
9/13/2018, New Istanbul Airport Shuttle Bus Service
In our material event disclosure dated September 4, 2018 we had announced that the consortium, formed by our fully owned subsidiary HAVAS (Havaalanları Yer Hizmetleri A.S.), Altur Turizm and Free Turizm was awarded the shuttle bus service operations tender held by IETT İsletmeleri Genel Mudurlugu (IETT), a function of Istanbul Municipality, to enable a comfortable service for passengers and their luggages between the city center and the New Istanbul Airport, subject to relevant approvals. IETT has informed us today that the tender was canceled.
9/18/2018, News Articles in the Media
There are some news articles in the media that claim that our company is interested in purchasing shares from IGA Airport Management. Our company is not in any talks regarding a share purchase in IGA and the news articles are false.
32
Material Events in 2018
33
6/8/2018, TGS Ground Handling Services
As a result of exclusive talks regarding the continuation of the partnership between our wholly owned subsidiary Havas and Turkish Airlines who is our partner in Turkish Ground Services (TGS) which is 50% held by Havas, a ground handling service contract, starting from the opening date of the New Istanbul Airport and subject to the applicable laws and rules of competition, has been signed between THY and a ground handling joint venture of Havas for 5+5+5 years (15 years) with the scope of the New Istanbul Airport and 7 other airports which are currently served by TGS in Turkey.
5/8/2018, Antalya Airport / The Share Transfer
In our material event disclosure dated February 27, 2018 we announced that our Company had signed a share purchase agreement to acquire 49% of Fraport IC İctac Havalimani İsletme A.S. and 48.99% of Fraport IC İctas Antalya Havalimani Terminal Yatirim ve İsletmeciligi A.S. shares. Upon receipt of the necessary regulatory and third party approvals for the share purchase, the share transfer has taken place. Our company has equal voting and dividend rights in the company operating Antalya Airport (co-control).
5/2/2018, Changes in Board Committees
The Board of Directors has resolved to appoint Mr. Jerome Calvet as a Board Member and a member of the Risk Assessment Committee to replace Mr. Antonin Beurrier, who has resigned from his duties with this Board Resolution. Mr. Calvet will serve until the first General Assembly and his membership will be presented to the General Assembly for approval. The Board of Directors have also resolved to appoint Mr. Philippe Pascal who is currently a board member of our company as member of Nomination Committee to replace Mr. Beurrier. There have been no other changes in the composition of the board committees. Nomination Committee Chair Aylin Selen Members Ebru Yonca Capa Edward Arkwright Philippe Pascal Risk Assessment Committee Chair Jean-Michel Vernhes Members Ali Haydar Kurtdarcan Aylin Selen Jerome Calvet Philippe Pascal Jerome Calvet Mr. Jerome Calvet received his law degree in 1978 and graduated from Institut d'Etudes Politiques in 1979 and from Ecole Nationale d'Administration in 1983. Jerome Calvet received his law degree from Institut d'Etudes Politiques de Paris in 1983. He worked in the Finance Ministry of France between 1983 and 1997 and as Financial Secretary of the France Mission of EU between 1988 and 1990, while also serving on the Boards of Directors of many companies. From 1998 until 2004 he led the Corporate Finance (France) Department of Société Générale and later on became the Head of the Mergers & Acquisitions Department of the same bank. Between 2004 and 2008 he directed the Investment Banking Department (France) of Lehman Brothers. He has also been the CEO of Nomura (France) since 2009. Mr. Calvet served as an Independent Board Member between 2012-2017 in TAV Airports Holding.
4/26/2018, Board Committees
In accordance with Corporate Governance Communiqué (II-17.1) of Capital Markets Board (CMB) new structure of committees are as below: Audit Committee Chair Filiz Demiroz Member Aylin Selen Corporate Governance Committee Chair Ebru Yonca Capa Members Fernando Echegaray Filiz Demiröz Frank Mereyde Nursel İlgen Nomination Committee Chair Aylin Selen Members Ebru Yonca Capa Edward Arkwright Antonin Beurrier Risk Assessment Committee Chair Jean-Michel Vernhes Members Ali Haydar Kurtdarcan Aylin Selen Antonin Beurrier Philippe Pascal
Material Events in 2018
34
2/27/2018, About Antalya Int'l Airport
Our Company has communicated its interest in the project regarding the sale of some shares of Fraport IC İctas Havalimani İsletme A.S. and some shares of Fraport IC İctas Antalya Havalimani Terminal Yatirim ve İsletmeciligi A.S. to the relevant parties. Therefore, as per the resolution dated 15 December 2017 and numbered 2017/40, the Board of Directors of our Company has unanimously decided to delay the disclosure of material information in order to prevent the proceedings from being negatively affected, to protect the legal rights and interests of our Company and to prevent the risk of investors being misled before the project can be finalized as well as to ensure that the confidentiality obligations we assumed within the framework of the proceedings were not breached, within the context of Article 6 of the Material Events Communiqué (II-15.1) issued by the Capital Markets Board of Turkey, Our company has signed a share purchase agreement (SPA) regarding the sale of 49% of shares of Fraport IC İctas Havalimani İsletme A.S. and 48.99% of shares of Fraport IC İctas Antalya Havalimani Terminal Yatirim ve İsletmeciligi A.S. for a consideration of Euro 360 million. As per the SPA our company will have co-control of the company and 50% dividend rights. The Share Purchase Transaction is subject to regulatory and third party approvals. We kindly present to the attention of our investors this timely disclosure upon the removal of the reasons for previously delaying our material event disclosure regarding this transaction.
2/27/2018, 2017 Ordinary General Assembly
The Ordinary General Shareholders’ Meeting of our Company will be held at TAV Academy Meeting Hall (A) in the headquarter of the Company addressed Ataturk Havalimani Dis Hatlar Terminali – A Kapisi VIP Yani Yesilkoy İstanbul on March 26, 2018, Monday at 11:00 a.m.
2/21/2018, Guidance for 2018
Subject to our traffic and FX assumptions, our company's targets for 2018 are as follows: - Passenger growth in Istanbul Ataturk international: 6 to 8 percent - Passenger growth in Istanbul Ataturk international Origin & Destination (O&D): 9 to 11 percent - Growth in total number of passengers served by TAV Airports: 10 to 12 percent - Revenue growth: 2 to 4 percent - EBITDA growth: 5 to 7 percent - Double digit growth expected in Net Profit - Total capex: around EUR 80 million * Assuming Atatürk Airport will operate for the full year in 2018. All financial targets are in EUR terms and have been adjusted to reverse the effects of IFRIC 12.
2/21/2018, Appointment of Independent Auditor
As per the proposal of the Audit Committee, it has been unanimously resolved to submit to the approval of the General Assembly the appointment of Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi (a partner of Ernst & Young Global Limited) as the independent auditing company and auditor defined by the Turkish Commercial Code, Capital Markets Law and the relevant legislation, to audit our Company's financial statements in 2018 and to perform all other activities required within the scope of the relevant aforementioned regulation and law.
2/21/2018, Dividend Distribution for 2017
Our Company's Board of Directors has resolved to submit to the approval of the General Assembly the decision to distribute TL 1.1186141 (111.86141%) gross cash dividend per each share with a nominal value of TL 1 starting from March 28, 2018. The total proposed gross cash dividend to be distributed is TL 406.371.533. Please kindly find attached the relevant Board of Directors resolution, the dividend distribution table and the dividend per share table.
Airport Type/Expire TAV Stake Scope 2016 Pax (mppa)
fee/pax Int'l
fee/pax Dom.
Volume Guarantee
Yearly Lease/ Concession Fee Paid
Net Debt (1)
Istanbul Ataturk Lease
100% Terminal 63.7 US$15
€3 No $140m + VAT €-21m (January 2021) €2.5 (Transfer)
Ankara Esenboga BOT
100% Terminal 15.8 €15
€2.5 (Transfer) €3
0.6m Dom. , 0.75m Int'l for 2007+5% p.a
- €94m (May 2023)
Izmir A.Menderes (Ege)
Concession 100% Terminal 12.8
€15 €2.5 (Transfer)
€3 No €29m+VAT (2)
€200m
(December 2032)
Gazipasa Alanya Lease
100% Airport 0.8 €10(3) TL7.5(3) No $50,000+VAT(4) €46m (May 2034)
Milas Bodrum Concession
(December 2035) 100% Terminal 3.5 €15 €3 No
€143.4m upfront+ €28.7m+VAT (5)
€122m
Antalya Concession
(December 2024) 50%(10) Terminal 26.0
€15 €2.5 (Transfer)
€3 No €100.5m + VAT -
Tbilisi BOT
80% Airport 3.2 US$24 US$6 No - €-3m (February 2027)
Batumi BOT
76% Airport 0.5 US$12 US$7 No - €-4m (August 2027)
Monastir&Enfidha BOT+Concession
67% Airport 1.7 €9 €1 No 11-26% of revenue
from €350m (May 2047) 2010 to 2047
Skopje & Ohrid BOT+Concession
100% Airport 2.0 €17.5 in Skopje, €16.2 in Ohrid
- No 4% of the gross annual
turnover (6) €36m
(March 2030)
Medinah (TIBAH)
BTO+Concession 33% Airport 7.8 SAR 87 (7) - No 54.5% (8) -
(2037)
Yanbu, Hail & Qassim(7,9)
BTO+Concession
50% Airport
3.5 SAR 87(7) SAR 10 No
3% of the gross annual turnover for Yanbu
3,6% of the gross annual turnover until 2026, 7,2% between 2026-2047 for
Hail&Qassim
- (2047)
Zagreb (MZLZ)
BOT+Concession (April 2042)
15% Airport 3.1 €15
€7 No €2.0 - €11.5m fixed 0.5% (2016) - 61%
(2042) variable -
€4 (Transfer)
Concession Overview
35
1) As of 30 September 2018 2) Accrual basis: Depreciation expense of €13.5m in 2015 to €32.4m in 2032 plus finance expense of €17.8m in
2015 to €0m in 2032 3) TAV Gazipasa tariff increased on January 1, 2015 4) TAV Gazipasa will make a yearly rent payment of US$ 50,000 + VAT plus 65% of net profit to DHMI. 5) Yearly payments start October 2015. Accrual basis: Depreciation expense of €11.1m in 2016 to €38.0m in 2032 plus
finance expense of €18.8m in 2016 to €0m in 2032
6) The percentage will be tapered towards 2% as passenger numbers increase. 7) SAR 87 from both departing and arriving international pax. Pax charge will be increase as per cumulative CPI in Saudi
Arabia every three years 8) The concession charge was reduced to 27.25 % for the first two years that follow the completion of the construction
of the new terminal in Q2 2015 9) TAV Airports won the concession for these airports but has not operated these airports 10) TAV Airports’ 49% stake in Antalya Airport entitles it to equal governance and 50% of dividends.
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Airport Type/Expire TAV Stake Scope 2017 Pax (mppa)
fee/pax Int'l
fee/pax Dom.
Volume Guarantee
Yearly Lease/ Concession Fee Paid
Net Debt (1)
TAV Corporate and Shareholder Structure
26 51
120
1
234 31 44
1
242 247 252
9
5.06%
1.29%
3.20%
44.33%
46.12%
Shareholder Structure (as of September 2018)
Shareholders
TAV Airports Holding Co.
1
2
3
4
5
*Through Tank oWA Alpha GMBH
1. Groupe ADP* Internationally acclaimed airport operating company with global operations
2. Tepe Insaat Sanayi A.S. Turkish integrated conglomerate focused on infrastructure and construction
3. Sera Yapi Endustrisi A.S. Focused on construction in Turkey & MENA region
4. Other Non-floating
5. Other Free Float
Airport Companies Service Companies
ATU (50%)
BTA (100%)
OS (100%)
TAV Technologies (100%)
Security (100%)
Academy (100%)
Havas (100%)
TGS (50%)
Havas Latvia (100%)
Ataturk (100%)
Esenboga (100%)
Adnan Menderes (100%)
Gazipasa Alanya (100%)
Milas Bodrum (100%)
Medinah (33%)
Tbilisi (80%) & Batumi (76%)
Monastir & Enfidha (67%)
Skopje & Ohrid (100%)
Latvia (100%)
Zagreb (15%)
Havas Saudi (67%)
Note: Groupe ADP bought Akfen Holding’s 8.12% stake in TAV Airports as of July 7, 2017
36
Antalya (50%)*
*TAV Airports’ 49% stake in Antalya Airport entitles it to equal governance and 50% of dividends
Contact IR
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IR Team About TAV Airports
Nursel İLGEN, CFA Director, Head of Investor Relations [email protected] Tel :+90 212 463 3000 / 2122 Fax : +90 212 465 3100
Besim MERİC Investor Relations Coordinator [email protected] Tel :+90 212 463 3000 / 2123 Fax : +90 212 465 3100
Ali Ozgu CANERİ Investor Relations Coordinator [email protected] Tel :+90 212 463 3000 / 2124 Fax : +90 212 465 3100
IR Website http://ir.tav.aero
e-mail [email protected]
Phone +90-212-463 3000 (x2122 – 2123 – 2124 - 2125)
Twitter twitter.com/irTAV
Facebook facebook.com/irTAV
Address TAV Airports Holding Co. Istanbul Ataturk Airport International Terminal (Besides Gate A and VIP) 34149 Yesilkoy, Istanbul
Turkey
Georgia
Tunisia
Macedonia
Saudi Arabia
Latvia
Croatia
Istanbul Ataturk Ankara Esenboga Izmir Adnan Menderes
Gazipasa Alanya Milas Bodrum Antalya
Tbilisi and Batumi
Monastir and Enfidha
Skopje and Ohrid
Medinah Yanbu, Hail & Qassim*
Riga (only commercial areas)
Zagreb
TAV Airports through its affiliates and subsidiaries, in auxiliary airport services including duty free, food and beverage, ground handling services, IT, security and operation services. As part of these diversified services TAV Airports also operates the duty-free, food and beverage and other commercial areas at Riga Airport in Latvia. In 2017, the company provided services for 836K flights and more than 115 million passengers. The Company’s shares are listed in Borsa Istanbul since February 23, 2007, under the ticker code “TAVHL”
** TAV Airports won the concession for these airports but has not operated these airports
Disclaimer
This presentation does not constitute an offer to sell or the solicitation of an offer to buy or acquire any shares of TAV Havalimanlari Holding A.S. (the "Company") in any jurisdiction or an inducement to enter into investment activity. No information set out in this document or referred to in such other written or oral information will form the basis of any contract.
The information used in preparing these materials was obtained from or through the Company or the Company’s representatives or from public sources. No reliance may be placed for any purposes whatsoever on the information contained in this presentation or on its accuracy, completeness or fairness. The information in this presentation is subject to verification, completion and change. While the information herein has been prepared in good faith, no representation or warranty, express or implied, is or will be made and no responsibility or liability is or will be accepted by the Company or any of its group undertakings, employees or agents as to or in relation to the accuracy, completeness or fairness of the information contained in this presentation or any other written or oral information made available to any interested party or its advisers and any such liability is expressly disclaimed. This disclaimer will not exclude any liability for, or remedy in respect of fraudulent misrepresentation by the Company.
This presentation contains forward-looking statements. These statements, which may contain the words “anticipate”, “believe”, “intend”, “estimate”, “expect” and words of similar meaning, reflect the Company’s beliefs, opinions and expectations and, particularly where such statements relate to possible or assumed future financial or other performance of the Company, are subject to risks and uncertainties that may cause actual results to differ materially. These risks and uncertainties include, among other factors, changing business or other market conditions and the prospects for growth anticipated by the management of the Company. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein. These forward-looking statements speak only as at the date of this presentation. The Company expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Past performance cannot be relied upon as a guide to future performance. As a result, you are cautioned not to place reliance on such forward-looking statements.
Information in this presentation was prepared as of October 26, 2018.
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