2000
Transcription
2000
annual report 2000 creating retail synergies by converging different boundaries contents 01 02 04 06 08 Consolidated Financial Highlights Do¤an Group in Brief Chairman’s Message CEO’s Statement Board of Directors Review of Operations 10 Do¤an fiirketler Grubu Holding 12 Financial Services 18 Energy 24 Tourism 28 Industry, Trade and Marketing 34 Telecommunications 36 Do¤an Yay›n Holding 52 Social Activities 57 Consolidated Financial Statements at 31 December 2000 together with independent auditor’s report consolidated financial highlights Summary Balance Sheets (US$ millions) Total Current Assets Cash and Banks Marketable Securities Banking Loans – Current Trade Receivables Other Current Assets Total Non-Current Assets Property, Plant and Equipment Other Non-Current Assets 2000 3,263 1,215 652 573 382 441 1,171 550 621 1999 2,441 747 869 392 188 245 471 361 110 Total Assets 4,434 2,912 Total Current Liabilities Short-Term Bank Borrowings Banking Deposits Customer Deposits Trade Payables Other Current Liabilities Total Non-Current Liabilities Long-Term Bank Borrowing Other Non-Current Liabilities Total Shareholders’ Equity Minority Interest Total Liabilities and Shareholders’ Equity 2000 2,712 913 345 925 215 314 794 648 146 427 501 4,434 1999 2,061 818 291 657 80 215 199 86 113 353 299 2,912 2000 2,545 1,693 85852 2,344 1,653 691 201 40 161 61 1999 1,746 759 987 1,440 699 741 306 60 2246 74 Summary Income Statements (US$ millions) Revenues Non-Banking and Financial Services Banking and Financial Services Operating Expenses Non-Banking and Financial Services Banking and Financial Services Operating Profit Non-Banking and Financial Services Banking and Financial Services Net Income Balance Sheet Composition Assets Liabilities and Shareholders’ Equity Minority Interest 11% Total Non-Current Assets 26% Cash and Banks 27% Short-Term Bank Borrowings 20% Total Shareholders’ Equity 10% Banking Deposits 8% Trade Payables 5% Marketable Other Current Assets 10% Total Non-Current Liabilities 18% Securities 15% Trade Receivables 9% Banking Loans - Current 13% Customer Deposits 21% Other Current Liabilities 7% Income Statement Composition Revenues Operating Expenses Operating Profit Non-Banking and Financial Services 20% Banking and Financial Services 29% Banking and Financial Services 33% Non-Banking and Financial Services 67% Non-Banking and Financial Services 71% Banking and Financial Services 80% Divisional Analysis of Financial Results External Revenues (TL trillions) Operating Profit (TL trillions) Total Assets* (TL trillions) Capital Expenditures (TL trillions) 108 572 68 576 1,780 432 886 27 601 26 469 17 87 * Amount to be deducted from the total as inter segment elimination is TL 900 trillion. 2 3 4 Energy Other Media Finance Other Energy Trade Media Finance Other -7 Energy Trade Media Finance Other Energy Trade Media Finance -9 Trade 142 43 do¤an group in brief In the 1950s, a single company engaged in general trade grew and developed into one of the largest and most financially strong conglomerates in Turkey - the Do¤an Group. With far-reaching vision and the ability to evolve beyond the capacity of its peers, the Do¤an Group has become one of Turkey’s largest conglomerates, made up of companies from media to financial services, from industry to tourism and from telecommunications to energy. Two holding companies presently make up the Do¤an Group: Do¤an fiirketler Grubu Holding A.fi. (Do¤an Holding) and Do¤an Yay›n Holding A.fi. (Do¤an Yay›n Holding). Over the years, the Do¤an Group has demonstrated a consistent pattern of growth. At the end of 2000, the Group posted a net income of US$ 61 million from total gross sales and revenue of US$ 2,545 million on a consolidated basis. In addition to Do¤an Holding, ten Do¤an Group companies are currently listed and traded on the Istanbul Stock Exchange (ISE) including; Do¤an Yay›n Holding, D›flbank, Ray Sigorta, Milpa, Çelik Halat, Ditafl, Hürriyet, Milliyet, Petrol Ofisi and Do¤an Burda Rizzoli. The involvement of Do¤an Holding in the financial services sector was strengthened with the acquisition of D›flbank in 1994. This was followed by the establishment of other financial companies within the Group to provide leasing, factoring, investment banking, brokerage and insurance services. The short-term financial services of D›flbank and D›fl Factoring are complemented by the medium- and long-term financial services of D›fl Leasing plus the equity brokerage and investment banking services of D›fl Yat›r›m. Over the past couple of years, the achievements of management have been quite significant and have resulted in a more efficient and focused Bank. Placing direct emphasis on improving the MIS has enhanced management’s ability to analyze risk, profitability and return on capital. Moody’s Investors Service (Global Credit Research Company) has indicated that it takes comfort from the Bank’s relatively high liquidity levels and low repo leverage. In a volatile operating environment, D›flbank’s defensive posture enables the Bank to remain in the game for the long-run, effectively gaining a solid market share as others exit. High liquidity, a low repo portfolio and a relatively low gross open foreign exchange portfolio leave D›flbank well positioned to manage the financial crisis in Turkey. Hürriyet and Milliyet are two of the leading newspapers in Turkey and are members of the Do¤an Group. Additionally, the Group publishes various other newspapers and magazines that cater to the varying tastes of the readership. As a leader in the print media sector, the Do¤an Group also is involved with distribution, marketing and printing - all functioning within one administrative body. The largest media distribution company in Turkey, Yaysat, circulates approximately 95% of the country’s newspapers and magazines and has more than 393 distributors and 22,000 points of sale in Turkey. In the second half of 1996, Biryay was established and is as a joint venture between Yaysat and BBD, the country’s other major print distribution company. It distributes third-party products in Turkey, including 40 newspapers and more than 300 magazines and books. The Group’s two magazine subsidiaries, Hürgüç and AD Yay›nc›l›k, have become Do¤an Magazines - now a joint venture with Burda of Germany and Rizzoli of Italy. An exciting endeavor of the Do¤an Group is D&R, Turkey’s leading retailer of music, books, magazines and multimedia products. The Company currently owns 26 stores, in addition to it, 17 franchised stores located throughout the country. With the acquisition of Çelik Halat in 1997, the Do¤an Group augmented its position in the manufacturing industry. The Company leads this sector with a wide range of strand wire products, steel cable and a large sales potential in domestic and international markets. The strong involvement of the Group in the automotive sector continues with Ditafl, which commenced production in 1979 and has been the only company in Turkey supplying original parts to automobile manufacturers. The Company manufactures tie-rods, torquerods and ball joints licensed by TRW of the USA. Do¤an D›fl Ticaret oversees the purchase of raw materials for Group companies. This Company is influential in setting market prices of paper and iron because it has a large purchasing and trading volume for both products. Specializing in the sales of Tofafl and Renault passenger cars, real estate and computers, Hürriyet Pazarlama is a leading direct marketing organization. The Company offers attractive payment terms and conditions to consumers. Tourism has become an important source of income for the Do¤an Group. Presently, the Group owns two first-class holiday villages in prime locations on the southeastern Mediterranean coast of Turkey. Well known international tourism groups manage these facilities; Karada Bodrum Marina, acquired through privatization, is operated by Do¤an Holding. CD-ROMs are growing in importance through their ability to provide multimedia information including sound, animation and video clips. Do¤an Multimedia was established in 1996 to develop CD-ROMs for the domestic market. Do¤an Holding, together with its partner Türkiye ‹fl Bankas› (‹flbank), acquired majority share of Petrol Ofisi A.fi. (POAfi) via privatization for a total of US$ 1,260 million. POAfi maintained its lead position in terms of market share for sales of white and black products, lubricant and A-1 jet fuel. At the end of December 2000, POAfi had achieved a market share of 31.9% for white products, 59.7% for black products and 27% for lubricant sales that are distributed through a countrywide network of approximately 5,000 dealers under the “Petrol Ofisi” logo. Since discretion was not exercised with regard to sales of auto-LPG before the privatization process, approximately 750 Company retailers began co-operating with various primary and secondary distribution companies which consequently excluded POAfi from profit sharing. The new management team, appointed after the privatization process, took this matter seriously and concluded agreements with supplier companies. In addition to Do¤an Holding, ten Do¤an Group companies are currently listed and traded on the Istanbul Stock Exchange (ISE) including; Do¤an Yay›n Holding, D›flbank, Ray Sigorta, Milpa, Çelik Halat, Ditafl, Hürriyet, Milliyet, Petrol Ofisi and Do¤an Burda Rizzoli. The Do¤an Group of companies is cognizant of debt it owes to the Turkish economy and as a social responsibility, the Group pays its taxes in full and on time for all earned income. 03 chairman’s message As we leave behind another hectic year, I am pleased to report that Do¤an Holding has come one step closer to accomplishing its mission of becoming a global company. We have specialized and integrated our operations in new media as well as a number of other areas directly or indirectly related to media and retailing services. Year 2000 was in many ways similar to the preceding year which saw the earth tremble and shake as a result of two major earthquakes in summer and autumn. In 2000, the entire country was shaken by an economic crisis that struck in November and eventually forced the government to abandon the IMF-backed economic program. This program initially carried with it great optimism believing it would bring down inflation to single digit figures within three years. But even though major problems were encountered during 2000, the Turkish economy once more verified its strength and potential and continued along the right track soon after the initial shock wore off. Year 2000 was a period in which we accomplished major steps toward reaching our ultimate goal of becoming a global entity specialized in all forms of the new economy, from visual media services to content provision, from retailing to financial services and from energy to telecommunications. Convergence has been the key word in our present corporate culture and communications. The economic stabilization program, which was implemented at the beginning of 2000, was largely a monetary program based on tight measures to keep the money supply and foreign currency rates under control which was to result in bringing down chronic inflation to about 25% by the end of 2000 and to one-digit figures by the end of 2002. One of the key elements in the program was the crawling peg system which anchored the value of the Turkish lira to the value of a currency basket composed of US$ 1 + Euro 0.77. The currency in circulation was made a function of net internal assets, in other words, excess liquidity was not permitted whereby the amount of money in circulation was made dependent on the inflow of foreign currency stemming from exports. With the start of the program, there was a sharp decline in interest rates, which triggered private consumption and also imports. With foreign currency rates under control and projected until June 2000, exporters suffered loss of competitiveness in international markets while importers flourished with rising domestic demand especially for consumption goods. This development further increased the current account deficit and - coupled with failing efforts to cut down public spending - gave birth to additional anxiety within the economy. Rising global oil prices and unsuccessful privatization of major state-owned enterprises again put pressure on the flow of revenue that had been previously envisaged by the government. With accumulating tension in the markets, the crisis surfaced in mid-November after some international and domestic banks started to sell their T-bill portfolios fearing that interest rates would rise. Again more tension was created as overnight interest rates climbed to record high levels - and then, the inevitable happened. Within days, Central Bank reserves were depleted by some US$ 6 billion and a major bank, holding excessive amounts of T-bills in its portfolio, failed to meet its cash commitments and was taken over by the Savings Deposits Insurance Fund. In spite of this frantic situation, the government announced its firm backing of the economic program and did not allow foreign currency rates to increase beyond levels predicted by the program. Markets cooled down only after the IMF announced a US$ 6 billion reserve facility to the Central Bank. The year closed with a major shift from the program’s initial inflation target but the foreign currency target was met in spite of everything. It became evident that the economy would not be able to proceed any further unless a major adjustment was made to currency rates. This came about by natural economic forces in February 2001 and the government had to announce that it was abandoning the program’s currency anchor and reverting to a floating rate mechanism. This time a major devaluation unnerved the country. It is certain that for anyone residing in Turkey, 2001 will be a problematic period. Nevertheless, we have not lost our belief that every crisis offers unique opportunities as we have learned time and again. During the year, although faced with a serious downturn in economic trends, we did not refrain from following the strategies we set in front of us previously in our projected long-term strategy. In fact, year 2000 was a period in which we accomplished major steps toward reaching our ultimate goal of becoming a global entity specialized in all forms of the new economy, from visual media services to content provision, from retailing to financial services and from energy to telecommunications. Convergence has been the key word in our present corporate culture and communications. On the way toward accomplishing our mission, we established ‹fl Do¤an in July 2000 as a joint venture company between Do¤an Holding and Türkiye ‹fl Bankas› (‹flbank) for the purpose of acquiring Petrol Ofisi A.fi. (POAfi) from the Privatization Administration. The privatization of POAfi, the market leader for retail sales and distribution of petroleum products in Turkey, has paved the way for ‹fl Do¤an’s further dynamic development. We believe the POAfi investment will create synergy with our existing retail activities and is poised to become a leading enterprise within the Holding’s retailing group. Further synergy will be sought with our financial service activities, mainly in banking. The future plans of ‹fl Do¤an include increasing international activities by importing crude oil and other petroleum products from third-party countries and trading activities of crude oil. It is said that the Chinese symbol for the word ‘upheaval’ is also the identical symbol for the word ‘opportunity.’ This being the case, we also believe that in spite of the turmoil and all of the problems we have faced in the recent past, the future is not something for us to fear. The Turkish economy has proven, time and again, that it has the strength and the ability to right itself even after catastrophic natural devastation, as we saw in 1999. We also believe that we are finally on track with the right conditions and the right programs that will lead us to continuous and secure economic growth in the coming months. With persistence and determination, we are moving ahead toward that prosperity. At this juncture, I would like to express my appreciation to everyone who has contributed to the success of the Do¤an Group of companies. Thank you for your ongoing confidence and support. It has been the motivating force behind all of our activities and our determination to succeed. Ayd›n Do¤an Chairman 05 ceo’s statement Every nation has, in some way, paid a bill for better economic welfare. I believe year 2000 marks an important turning point for the Turkish nation. Now is the time we shall pay our share to help build a better future for the country. Long years of negligence resulted in accumulated stress and strain in the Turkish economy. We have been one of the first countries to speak about privatization yet we could not achieve a stance of which we might be proud. Domestic debt stock has climbed to intolerable levels and exports have been overlooked as we completely forgot the miracle we achieved in export mobilization some ten years ago. Structural reforms in many vital segments of society, as well as the economy, have been discussed for many years by: politicians, both from the controlling party and from the opposition; academicians; and by leaders of industry and civil organizations - yet no major move was accomplished. As the saying goes, we have reached the end of the line. This year has demonstrated to us all that Turkey needs a radical change. The borders of industries are blurring. In such an environment, you should stay as close to the consumer as possible - within the new forms of businesses, brand becomes everything. One should build and manage brand equity in business environments. It is all about the new definition of ‘customership’ in retailing and finally - the digital market place. Thus, we have identified our business space and defined our business philosophy accordingly. It is extremely demanding, yet thoroughly rewarding, to steer a vessel through turbulent waters. Year 2000 was a ‘case in point.’ While we were surrounded by many types of risk, political and investment risks on a more global scale along with interest and currency rate risks on a micro level, we successfully continued our investments the way we had determined strategically. We continue to aim at becoming a business group operating on a global scale, delivering all types of media and media-related services within the convergence concept. These services include the widest possible range of inter-related activities from financial to retail services, from media and content provision and from tourism to mass marketing. We believe there are working synergies between all of the areas in which we have invested and in which we will continue to invest. Every crisis creates unique opportunities for change and this has also been true during the events in 2000. In the first half of the year, following the decrease in interest rates, domestic demand for consumption rose rapidly and, not surprisingly, vanished just as fast in the last quarter. Since the second quarter of the year, economic indicators strongly signaled the approaching liquidity problems. In all of our business segments, we were fully prepared for the liquidity squeeze that triggered the crisis in November. Due to our diligence and foresight, we were able to continue uninterruptedly with all aspects of our business services. With regard to financial services, our flagship company, D›flbank, followed economic developments closely, emphasized liquidity and refrained from making excessive investments in government securities. This strategy was carried forward to its financial subsidiaries in leasing, factoring, brokerage and investment banking and insurance. ‹fl Do¤an began operation in July 2000 as a joint venture company between Do¤an Holding and ‹flbank for the purpose of acquiring Petrol Ofisi A.fi. (POAfi) from the Privatization Administration. POAfi is the market leader for retail sales and distribution of petroleum products in Turkey. The acquisition of POAfi has added an important link in the retail marketing chain for the Group. Further expansion is planned at POAfi, thanks to the mutual experience already in place at Do¤an and at ‹flbank. The management at ‹fl Do¤an believes that in the coming years POAfi will generate exciting results paralleling a more stable economy. We believe export related businesses and tourism will become the superstars of the Turkish economy very soon. These two business sectors are presently the powerhouses behind the Turkish economy, generating the much needed foreign currency income. Do¤an Holding has a long-time presence in tourism with investments ranging from ownership and management of holiday resorts, a yacht marina and a travel agency. All of these companies are poised to perform well in the coming years, earning foreign currency and contributing to the early recovery of the economy. Industrial companies within the Group made a strong showing during 2000 and new technology and product development investments were ongoing. At Çelik Halat, the annual capacity utilization ratio stood at approximately 87% and carried a domestic market share of 55%. Of total production, 70% is sold to the domestic market and 30% is exported. The new bead wire coating line will be commissioned in the spring of 2001 and will achieve the highest quality available anywhere in the world. With the exception of the last two months of 2000, Turkey experienced a good year in the automotive sector. Ditafl achieved successful results in 2000, with increased net sales and profit maintaining a 76% share of the total tie-rod demand in the original auto-equipment market. Regarding the spare parts trade, Ditafl commands a 27% share. In 2000, Ditafl exported goods to Italy, Switzerland, Germany, the UK, the USA, Singapore, Egypt, Israel and other countries. Telecommunications is an area of strategic interest for the Do¤an Group. In Do¤an Group’s D&R outlets, consumers can access a product range with Yaysat providing logistic support distributing throughout the country. In the telecommunications sector, the vision of the Do¤an Group, an important part of the ‘convergence concept,’ is to play an effective and vigorous role as a distributor by creating synergy with its expanding media and Internet activities. Newspaper publishing, traditionally the core business of the Do¤an Media Group, continued to grab a 45% share of the market in terms of average daily circulation. Internet is rapidly becoming the medium for business and banking transactions. In April 2000, Do¤an Online (DOL) launched its ISP services ‘e-kolay’ and now provides content-rich coverage for a wide variety of interests and sectors. This was an initial step to expand more into e-business and e-banking while exploring new opportunities within B2B and B2C IT-based business models. Do¤an Media Group’s strategy extends to subscribers of digital broadcasting services being able to derive benefit from the Group’s ISP services and banking expertise to experience home-banking, home-shopping and Internet activities. In addition, synergies with other companies such as D&R, DMP and the Group’s distribution and logistics arm, Yaysat, will allow the Group to offer a complete e-commerce platform. We are aware that none of our past achievements could have been accomplished without a staff composed of well-trained and experienced professionals. We are assisting many young people to develop their talents through the Young Communicators Award that is open to students studying communications at all Turkish universities. This award program has been organized by the Ayd›n Do¤an Foundation for many years. Students are requested to submit their work in the following areas; essays, visual communications, radio, advertising, public relations and Internet broadcasting. The Foundation provides scholarships and other awards to the winners and other participants, some of whom are also offered employment at Group companies. I would like to thank each and every staff member for turning this troublesome year into a year of new business opportunities for further growth for the Do¤an Group. It is my pleasure to also thank our business partners, customers and shareholders for their ongoing trust in the Group’s activities. We are in business for them - to satisfy their needs - with the highest attainable quality always ready to provide the attention they deserve. ‹mre Barmanbek CEO and Executive Member of the Board 07 Board of Directors Ayd›n Do¤an, Chairman ‹mre Barmanbek, CEO and Executive Member Sema Do¤an, Member Arzuhan Yalç›nda¤, Member Çetin Hacalo¤lu, Member Bora Gemalmazo¤lu, Member Taylan Bilgel, Member Prof. Dr. Mustafa Aysan, Member Orhan Karabulut, Member board of directors Ayd›n Do¤an Ayd›n Do¤an was born in 1936. Mr. Do¤an attended Istanbul Economy and Commerce Academy where his leadership qualities were first recognized and earned him the title of Student Community leader. In 1958, while he was still at school, he founded his own company. He began transporting, contracting and other businesses related to automobiles, commercial vehicles and construction equipment. He was engaged in various other enterprises such as the sale of grain and wholesale of pharmaceuticals until 1970. In 1974, Mr. Do¤an founded his first industrial company and participated as a member of the Assembly and Administrative Board of the Istanbul Chamber of Commerce. In the years that followed, he served as a member of the Board in Turkey’s Union of Chambers and Stock Markets. With the acquisition of the daily newspaper Milliyet in 1979, Mr. Do¤an entered the publishing sector. Once the "newest publisher" in the sector, today he is the most senior of all "nationwide newspaper owners". Between 1986 and 1996, he became the Head of Turkey’s Newspaper Owners’ Union. At the WAN - World Association of Newspaper - meeting held in Tokyo in 1998, Mr. Do¤an was elected to serve as the first Turkish board member in that organization. In 1999, he was awarded the Turkish Outstanding Service Medal and the same year, was honored by Girne American University in Cyprus and awarded with the certificate of Doctor of Human Letters. The following year, Mr. Do¤an received an Honorary Doctorate from the Aegean University in Turkey. Since 1977, Mr. Do¤an has been among the highest taxpayers registered with the Istanbul Chamber of Commerce. He initiated cultural and educational services with the establishment of the Ayd›n Do¤an Foundation in 1996. To date, no less than five schools have been built and named after himself and family members. Sema Tayfun ‹mre Orhan Bora Do¤an Bayaz›t Barmanbek Karabulut Gemalmazo¤lu Since the establishment of Do¤an Holding in 1983, Sema Do¤an has served as a member of the Board of Directors and President of the Tourism Group. She has pioneered many new programs in Turkey’s tourism industry helping to increase tourism revenue of both the country and Do¤an Holding. Tourism activities of the Holding have expanded and diversified into different segments under her management. Born in Diyarbak›r in 1957, Tayfun Bayaz›t graduated from Southern Illinois University in 1980 with high honors and a degree in Mechanics and Materials Engineering. He earned an MBA in Finance and International Business from Columbia University in New York. Mr. Bayaz›t began his career at J.C. Penney & Co. followed by senior positions at Citibank. He was employed in the Çukurova Group for many years and at Yap› Kredi (SEVP), Interbank (CEO) and Banque de Commerce et de Placements S.A., Geneva, Switzerland (CEO), before joining the Do¤an Group in September 1999. Mr. Bayaz›t presently serves as Chairman, Vice Chairman, Executive Member and Member on several Boards within Do¤an Group. Born in 1942, ‹mre Barmanbek graduated from Ankara University, Faculty of Political Sciences with a degree in economics and finance. Her career began at the Ministry of Finance, as an assistant tax auditor in the Board of Accountancy Experts. Mrs. Barmanbek was later promoted to the post of Chief Accountancy Expert at the Ministry of Finance where she also served as a member of the Tax Appeals Commission. After a successful career at the Ministry, she resigned her post as a civil servant in Ankara to begin working in the private sector. She joined Do¤ufl Otomotiv as Finance Director and was then promoted to the position of General Manager in the same organization. Continuing as Financial Coordinator of the Do¤an Group, Mrs. Barmanbek became Chief Financial Officer in 1998 and finally achieved her current position as CEO and Executive Member of the Board in 1999. With a dynamic management style and her focus on value-added enhancements for the Do¤an Group, she was presented with the "Best Woman Manager of the Year Award in Turkey". Orhan Karabulut was born in Kocaeli in 1927. He graduated from the Naval Academy in 1948 with the rank of Lieutenant. After serving in various junior, senior and command positions within the Turkish Navy, he was promoted to flag rank in 1973 and appointed to the post of Commanding Officer of the Naval Academy. He was promoted to the rank of Admiral in 1985 and assumed the position of Secretary of the National Security Council. From 1986 to 1988, he commanded the Turkish Naval Fleet. Later that year, he assumed the post of Commander-in-Chief of Turkish Naval Forces, the highest position in the Turkish Navy. Following his retirement from the Navy in 1990, Admiral (Ret.) Karabulut joined the Do¤an Group as a member of the Board of Directors of Do¤an Holding. Bora Gemalmazo¤lu was born in Erzurum in 1941 and is a graduate of the Faculty of Political Sciences at Ankara University. He started his professional career at Türk Demir Döküm A.fi. in 1962. Prior to his departure, his last position was Finance Manager at the same company. From 1972 to 1986 Mr. Gemalmazo¤lu held various positions at Sinangil Holding before leaving this company, he had achieved the position of General Manager. He joined Do¤an Holding in 1986. Tayfun Bayaz›t was appointed CEO of D›flbank as of 2001 and has concluded the responsibilities and authority as Vice Chairman of the Do¤an Group. Presidents Sema Do¤an, Tourism Group President Mehmet Ali Yalç›nda¤, Media Group President Çetin Hacalo¤lu, Finance Group President Bora Gemalmazo¤lu, Industry, Trade and Marketing Group President Eflref Sevim, Financial Affairs Group President Arzuhan Çetin Taylan Prof. Dr. Mehmet Ali Eflref Yalç›nda¤ Hacalo¤lu Bilgel Mustafa Aysan Yalç›nda¤ Sevim Arzuhan Yalç›nda¤ is a graduate of the American College in London and Bo¤aziçi University in Istanbul. She began her professional career by working in various media companies within the Group and has initiated and managed the establishment of some of the Group’s media companies. Currently, along with her duties as a member of the Board, Mrs. Yalç›nda¤ is responsible for visual media of the Do¤an Group. Çetin Hacalo¤lu graduated from Ankara University and completed his graduate studies at the University of Pittsburgh and the Universite de Paris. He began his professional career at the Turkish Treasury. From 1969 to 1973, Mr. Hacalo¤lu worked at the OECD in Paris and served as Deputy General Director and General Director of the Turkish Treasury from 1973 to 1980. He served as Minister and Deputy Head of the Turkish Delegation to OECD in Paris between 1981 and 1985 and later served as an Advisor to the Prime Minister in Ankara. Born in Ankara in 1942, Taylan Bilgel graduated from Ankara College in 1963 and went on to graduate from the Academy of Economics and Commercial Sciences in Ankara in 1971. He began his professional career as the owner of the Gül Palas Hotel in Ankara and since 1983 he has been the Chairman of the Board of Directors of Anadolu Otomotiv Tic. ve San. A.fi. of which he is the founder. Mustafa A. Aysan was born in Tarsus, Turkey in 1933. He graduated from the Tarsus American Collage in 1952 and received his first university degree in economics at Istanbul University in 1957. In 1962, Mr. Aysan was awarded an MBA degree from Harvard University in the United States and his doctorate from Istanbul University in business administration in 1962. Prof. Aysan began teaching at Istanbul University in 1959 and received his full professorship in 1974 and is presently teaching at Koç University. He joined the Board of Directors of the Do¤an Group in 1996. Born in 1964 in Istanbul, Mr. Yalç›nda¤ is a 1989 graduate of ACL having earned high honors. In 1990, he joined Do¤an D›fl Ticaret which manages the entire foreign procurement of the Do¤an Group. A year later, he was appointed a member of the Executive Committee of Do¤an Holding and in 1992 he joined the daily Milliyet as the Assistant General Manager. In 1994, Mr. Yalç›nda¤ was appointed Vice President of Milliyet. He also managed the establishment of the Simge Group and launched five new brands in the Turkish daily newspaper market. The same year, the Group bought the largest Turkish daily newspaper, Hürriyet. As a result, the media companies of the Do¤an Group required a new structure under the umbrella of Do¤an Yay›n Holding, and Mr. Yalç›nda¤ assumed the position of first Vice President in 1996. Eflref Sevim was born in Orhangazi, Bursa, in 1959 and is a graduate of the Faculty of Political Sciences at Ankara University. After his graduation from the university in 1982, Mr. Sevim joined the Board of Accountancy Experts at the Ministry of Finance in 1983. In 1994, he joined Ak Denetim (a CPA firm) where he served as a partner until 1999. Since July 1999, he has headed the Financial Affairs Group at Do¤an Holding. From 1987, he served as CEO of Töbank and between 1992 1994, served as CEO of Alternatifbank. Since 1994, Mr. Hacalo¤lu has been the Chairman of D›flbank. He serves as Chairman, Member and Executive Member to several Boards within Do¤an Group. Çetin Hacalo¤lu serves as a Member of the Board of Economic Research Foundation; the auditor of the Turkish Economic and Social Studies Foundation; a Member of the Board for the Ayd›n Do¤an Foundation and a member to the Social Transparency Association; He is also the author of a book and various published articles. Professor Aysan serves on the Board of Directors at Finansbank as Vice Chairman and as a board member at FIBA Holding. He is a trustee of the Turkish Education Foundation and Chairman of the Board of Hakk› Demir Foundation and is the author of 14 books. Professor Aysan writes a column for the daily newspaper, Radikal, which is part of the Do¤an Group. In 1998, he became President of Do¤an Yay›n Holding where he has worked to create areas of synergy which serve all of the publishing companies within the Media Group. In the beginning of 1998, Mr. Yalç›nda¤ managed road shows and implemented the IPO of the Holding Company. As Group President, he worked to create the corporate identities of all affiliated companies and implemented foreign partnerships for the Books with Egmont Group (1996), the Magazine Group with Burda and Rizzoli (1998) and News TV with CNN (1999) - CNN Türk. He also established the D&R chain stores after forming the Books and Magazines companies as separate corporate identities. 09 do¤an flirketler grubu holding technology media telecommunications Do¤an Group is planning to attain a leadership position in the “New Economy” and to create additional synergies with its existing lines of businesses. Financial Results Finance, Trade, Energy and Other Segments (in terms of the purchasing power of the Turkish lira at 31 December 2000) External Revenues (TL trillions) 1,278 1999 2000 854 Operating Profit (TL trillions) 178 1999 2000 118 Financial Results Finance, Trade, Energy and Other Segments (in terms of the purchasing power of the Turkish lira at 31 December 2000) Total Assets (TL trillions) 3,409 1999 2000 2,278 Capital Expenditures (TL trillions) 36 1999 2000 29 do¤an flirketler grubu holding The privatization of POAfi, the market leader for retail sales and distribution of petroleum products in Turkey, has paved the way for ‹fl Do¤an’s further dynamic development. We believe the POAfi investment will create synergy with our existing retail activities and is poised to become a leading enterprise within the Holding’s retailing group. financial services prudent and wellcalculated strategies lead to favorable results in difficult times With expertise in corporate and consumer banking, international trade finance and the capital markets, D›flbank is one of the most prominent institutions in the Turkish banking sector due to its deep-rooted tradition of providing excellent risk management, a strong capital base, up-to-date technological infrastructure and high quality human resources. D›flbank Financial Highlights* (US$ millions) Total assets Liquid assets Loans Securities portfolio Customer deposits Shareholders’ equity Net Interest income Net income before taxation and monetary loss Net income Selected Financial Ratios Return on average assets Return on equity Total Assets/Equity Total Loans/Equity Capital Adequacy Ratio (%) 2000 2,592.4 1,676.7 683.4 348.7 942.6 379.7 241.2 137.4 102.5 1999 2,229.9 1,556.2 496.6 659.1 714.8 283.3 278.7 240.0 82.8 4.2 42.9 6.8 1.8 17.9 4.3 52.1 7.9 1.8 18.1 *Extracted from the audited, consolidated and inflation-adjusted financial statements of D›flbank and its subsidiaries. BANKING D›flbank D›flbank is a commercial bank based in Istanbul, Turkey. Founded in 1964 by the Bank of America and Türkiye ‹fl Bankas› (‹flbank), D›flbank has been part of the Do¤an Group since 1994. D›flbank’s shares are quoted on the Istanbul Stock Exchange. D›flbank operates through a domestic network of 104 branches, an Internet branch and a Call Center. The Bank manages an offshore branch in Bahrain and subsidiary banks in Malta, the Netherlands and Northern Cyprus. With expertise in corporate and consumer banking, international trade finance and the capital markets, D›flbank is one of the most prominent institutions in the Turkish banking sector due to its deep-rooted tradition of providing excellent risk management, a strong capital base, up-to-date technological infrastructure and high quality human resources. In addition to traditional banking services, the Bank also provides insurance services as an A-type agency of Ray Sigorta A.fi., also a Do¤an Group company. Despite the financial crisis experienced in Turkey in the last two months of 2000, D›flbank posted significant growth in the balance sheet and net income; all targets for the year were met with regard to each business segment. The Bank demonstrated its ability to make profit through core banking activities, recording a net income of US$ 102.5 million as of December 31, 2000. In inflation adjusted terms, the total shareholders’ equity in 2000 increased by US$ 96.4 million to reach US$ 379.7 million. The resulting flexibility in the balance sheet structure put D›flbank in an advantageous position even during these times of market volatility when compared to its competitors. In line with the overall strategies of the Bank, the Treasury Department accelerated client-driven business operations. Following the restructuring of the TMU – Treasury Marketing Unit, a broad spectrum of new treasury products was introduced. Furthermore, a strong marketing effort was directed toward D›flbank’s international presence and additional lines and counter party limits were obtained. International relationships gained scope and depth with the addition of more structured products to the Bank’s existing corporate services. D›flbank moved closer to its goal of becoming a larger, more active bank with a strong customer franchise among corporate, commercial and retail customers. Fifty branches were opened during the year, mostly aimed at serving the commercial and retail banking customers. D›flbank is keen to establish lasting relations with new customers in order to augment its sustainable revenue. Customer representatives provide personalized service to all commercial customers while offering tailor-made solutions to their financing needs. Special service models for different customer segments have been applied that classify customers with revenue under US$ 2 million as "dynamic entrepreneurs" to whom specifically designated customer representatives are assigned. 13 D›fl Yat›r›m Financial Highlights (US$ millions) 2000 Balance Sheet Total assets Cash and due from banks Investment securities Funds borrowed from banks Shareholders’ equity 17.4 13.0 0.3 10.2 1999 30.4 11.8 15.4 19.4 5.5 Income Statement Brokerage fees & commissions Net interest income Net interest income after provision for loan and FX losses Operating expenses Income before tax and monetary loss Net income after tax and monetary loss 2000 1999 8.4 6.8 3.4 7.9 6.8 (5.6) 9.6 4.5 5.6 (3.4) 5.6 1.7 financial services continued BROKERAGE AND INVESTMENT BANKING D›fl Yat›r›m During the year 2000, D›fl Yat›r›m became a more extensive player in the Turkish capital markets. Market share in equity trading increased to 1.46% in 2000 from 1.31% in 1999 as the number of active clients reached 10,000. The three mutual funds under management had an average size of US$ 27 million. The Istanbul Stock Exchange started the year at a peak. The completion of the IMF stand-by agreement led to a significant decline in interest rates and a surge in the stock market. The ISE-100 Index shot up from a low of 1.1 cents in the aftermath of the earthquakes in the second half of 1999, to a peak of 3.5 cents in mid-January 2000. Profittaking sales accelerated sending the Index down to 2.4 cents in late February. The index maintained a range between 2.2 – 3.2 cents until the beginning of September when it became apparent that there would be delays in the implementation of further structural reforms and anxiety rose over the rising current account deficit. The Index fell below the 2-cent level to as low as 1.5 cents before recovering slightly back to the 2-cent level in October, and hovered at this level until late November when a number of factors came in to play in the markets. Consequently, the ISE-100 Index began a downward spiral that reached a low of 1.08 cents on December 4. Despite the downturn in December, total transaction volume of the ISE in 2000 was US$ 181.9 billion, a significant increase over the 1999 volume of US$ 84.0 billion. Results for the year were excellent. Total non-interest income rose to US$ 15.2 million, up from US$ 11.3 million a year earlier. Of this amount, US$ 8.4 million was derived from brokerage fees and commissions, compared to US$ 3.4 million in 1999. Net income climbed to US$ 4.5 million, compared to US$ 1.7 million in 1999. Shareholders’ equity increased by 86% to US$ 10.2 million from US$ 5.5 million at the end of 1999. Operating with a staff of 61 and drawing on the synergy created with D›flbank’s branch network, the Company significantly increased its service efficiency and customer base at the same time. Performance of Ray Sigorta (US$ millions) 2000 Premiums Generated 53.0 7.3 4.3 2.9 67.5 Accident Fire Transportation Engineering Life & Health Total INSURANCE 1999 Claims Settled 21.3 3.8 2.0 1.0 28.1 Premiums Generated 46.3 6.4 4.6 2.1 58.4 Claims Settled 19.5 2.4 2.7 0.8 25.4 late payment of premium installments and, therefore, all premiums booked represent collectable amounts. Ray Sigorta Ray Sigorta was chartered in 1958 in participation with predominantly state-owned transportation enterprises. Operating with this type of shareholder structure, the Company has dealt primarily with the transportation industry and has gained valuable experience in that sector. The Do¤an Group acquired a majority of the shares of Ray Sigorta from the Privatization Administration. Currently, Ray Sigorta is a private sector company and is listed on the Istanbul Stock Exchange. The portfolio of Ray Sigorta shows a broad client base including well-known names such as Turkish Airlines (THY), Turkish Maritime Lines and many individual clients. Ray Sigorta, utilizing D›flbank branches, in addition to 350 agents of its own, generated an insurance premium of TL 42.4 trillion in 2000. The Company has a market share of 3.5% within the sector comprised of 41 non-life insurance companies. Ray Sigorta has issued the largest policies in Turkey and is widely recognized in the international reinsurance sector. In addition, Ray Sigorta has one of the highest premium collection ratios in the marketplace. This high collection ratio enables Ray Sigorta to maintain an investment portfolio of strong and liquid financial assets. The Company consistently follows a precise cancellation policy regarding Ray Sigorta was not seriously affected by the two earthquakes that hit one of the most industrialized regions of the country in August and November 1999. All claims that aroused regarding earthquake damages were settled promptly - earning high client satisfaction levels. The Company has made a name for itself in the industry by settling all claims in an efficient and timely manner. The medium-term strategy of the Company is based on remaining one of the strongest insurance companies in the marketplace capable of collecting premiums in due time, thus creating additional funds for new investments. The year 2000 marked the completion of the new Headquarters Building, adding value to the investments of the Company. Ray Sigorta acknowledges that being part of the Do¤an Group offers a unique opportunity to broaden its client base. The Company views this fact along with a careful selection of new agencies as a strategy to increase market share and attain further growth. Do¤an Hayat Sigorta Do¤an Hayat Sigorta, established in January 1998, operates through life, health and personal accident branches. 15 Do¤an Hayat Sigorta Premium Income and Technical Profits (US$ millions) 2000 Branches Life Health Total Premium 4,506,725 6,540,007 11,046,732 Technical Profit 1,358,218 1,356,171 2,714,389 Premium Increase 129% 27% 56% 1999 Technical Profit Increase 94% 93% 93% Premium 1,965,795 5,135,883 7,101,678 Technical Profit 701,769 701,412 1,403,181 Premium Increase 212% 85% 108% 1998 Technical Profit Increase 178% 69% 110% Premium 630,634 2,782,732 3,413,366 Technical Profit 252,462 414,738 667,200 financial services continued Total premium production in the Turkish insurance sector was US$ 2,625 million in 2000. Share of life and health insurance was 29% (US$ 754 million), while other branches accounted for 71% (US$ 1,871 million). The realized premium income in 1999 was US$ 3.4 million, and at the end of 2000 with a 224% increase, the total was US$ 11 million. With an increase of 114%, the Company’s market share of 0.7% in 1999 rose to 1.5% at the end of 2000. In the past three years, Do¤an Hayat Sigorta increased the profitability of its balance sheet and technical results and now leads the competition. The Turkish economy is undergoing major changes during these turbulent times; however, Do¤an Hayat Sigorta will continue to grow and enhance its services without loss of its market share, all the while increasing its technical profitability. Since its establishment, the Company has gained a reputation as a dominate force in the insurance sector, supported by a professional and well-trained staff, keen sales teams, up-to-date technology and most importantly, the synergy created with other Do¤an Group companies. Pension fund schemes play an essential role in the generation of premium income in developed economies where they are regarded as a means of long-term investment. In Turkey, the first steps toward establishing private pension funds came about with the passing of the Private Pension Law on March 28, 2001. 16 With a talented well-trained staff and technical infrastructure, Do¤an Hayat Sigorta is ready to provide services in the pension area. The Company aims to become one of the largest companies is this segment of the insurance market and plans to generate substantial income through the synergy created with the Do¤an Group. Aiming for a market share of 5%, Do¤an Hayat Sigorta is planning to increase premium income by an addition of between US$ 250 million to US$ 500 million. LEASING D›fl Leasing D›fl Leasing complements the short-term corporate lending activities of D›flbank and the short-term receivable financing of D›fl Factoring with its own medium-term financial leasing services. Risk diversification and asset quality are key concepts at D›fl Leasing. The Company is determined not to allow any specific risk category (in terms of industry and/or commodity group) to make up more than 20% of the total leasing portfolio. Despite the overall negative sentiment toward new investments because of the poor economic conditions that prevailed all throughout 2000, D›fl Leasing performed rather successfully and posted favorable results. D›fl Leasing had a 4% share in total fixed asset investments as of December 2000, reflecting a 100% increase over the previous year. Business volume rose from D›fl Leasing Financial Highlights (US$ millions) Total assets Leasing receivables Total shareholders’ equity Profit after tax and loss on monetary position US$ 25 million at year-end 1999 to US$ 58 million at yearend 2000. This increase in business volume boosted profitability and D›fl Leasing generated a net profit of US$ 1.9 million for 2000; 72% over the previous year. Following the spill-out effects of the liquidity crisis on the overall economy in 2001, D›fl Leasing will apply a prudent credit policy and focus primarily on the big-ticket transactions with major D›flbank clients. D›fl Leasing aims to increase its market share to 5% and thus become one of the major players in the sector. FACTORING D›fl Factoring D›fl Factoring was established in 1992 as the factoring subsidiary of a private bank. After acquisition by D›flbank, a leading mid-size Turkish bank, in July 1995, operations began in January of the following year. The Company has experienced rapid and substantial growth since it was acquired and today ranks among the leading factoring companies in Turkey. Offering a full range of international and domestic factoring services, D›fl Factoring complements the short-term commercial lending and trade finance activities of its parent bank. In its inaugural year 1997, D›fl Factoring ranked fifth among 26 companies in the local Factoring Association in terms of total turnover. It was also among the top five Factors Chain 2000 65.4 42.4 6.6 1.9 1999 31.8 21.4 4.4 1.1 International (FCI) members in Turkey. New heights were reached in 1998 in spite of a general slow-down in the economy. At the end of that year, D›fl Factoring ranked fourth in terms of total turnover and sixth in terms of international business volume. In 1999, not withstanding the earthquakes and economic stagnation, D›fl Factoring continued to demonstrate prudent growth, never deviating from its predetermined route to success. Finally in the year 2000, D›fl Factoring reached large numbers in clients and portfolio size, which affirmed its place among the top echelon of factoring companies in Turkey. This is attributable to its staff of young and dedicated professionals that aspire to deliver the very best to the marketplace. D›fl Factoring draws on a synergy created with its parent bank, utilizing the broad-based D›flbank branch network. In addition to its Head Office in Istanbul and Representative Office in Izmir, D›fl Factoring also delivers factoring services via D›flbank’s branch network covering all major regions of the country. At the end of 2000, total assets of D›fl Factoring stood at US$ 60.7 million, of which US$ 35.2 million represent factoring receivables. Total turnover amounted to US$ 238.4 million, including US$ 39.8 million derived from international transactions. 17 energy moving ahead rather ambitiously in Turkey’s fast growing energy market Currently, less than 13% of the electricity in Turkey is generated by the private sector. This level is likely to increase significantly in the near future. By gaining an early foothold in this area, the Do¤an Group extends its chances of participating in potential projects and is positioning itself as an experienced partner to direct foreign investors. ENERGY The electricity sector is strategically important to the Do¤an Group, which plans to be active in both distribution The Do¤an Group aims at becoming a power generating, and generation. gas & electricity retailing, multi-utility and multi-regional powerhouse by: The Group is also anticipating in pursuing projects related to natural gas trade and distribution. The natural gas sector • Emphasizing operational improvement in Turkey is in a transition period and deregulating efforts are underway. • Creating the ability to access a large consumer base Fuel • Exploiting opportunities to develop retail businesses Do¤an Holding is determined to retain its position as one ENERGY DISTRIBUTION of the major players within the energy sector and has prioritized development of new ventures in this field. The Electricity privatization program has allowed the Do¤an Group to pursue and finalize one of Turkey’s most prominent and Currently, less than 13% of the electricity in Turkey is highly valued investments; the acquisition of Petrol Ofisi generated by the private sector. This level is likely to A.fi. (POAfi). increase significantly in the near future. By gaining an early foothold in this area, the Do¤an Group extends its chances Do¤an Holding, together with its partner Türkiye ‹fl Bankas› of participating in potential projects and is positioning (‹flbank), acquired majority share of POAfi via privatization itself as an experienced partner to direct foreign investors. for a total of US$ 1,260 million. With a 51% share of the Company, the new management will seek to implement 19 By acquiring the majority of POAfi shares, Do¤an Holding is determined to increase its exposure in the energy sector. It also believes that POAfi will create a synergy with the existing retailing activities of the Do¤an Group. energy continued various cost saving and income generating initiatives to the cooperation with POAfi. All of the previous objectives were existing businesses, impacting substantially on its made possible due to the Company’s highly qualified profitability. It will also initiate the development of new professionals with their long experience in foreign trade. business opportunities such as non-fuel retailing and the upgrading of automotive lubricants and auto LPG sales. The future plans of ‹fl Do¤an include the following projects and activities, some of which have already started: ‹fl Do¤an Petroleum Investments Company • Building new pumps for auto LPG sales at existing ‹fl Do¤an was established in July 2000 as a joint venture POAfi oil stations, investment between Do¤an Holding and ‹flbank with the purpose of acquiring POAfi from the Privatization Administration. The privatization of POAfi, the market • Establishment of new and modernization and restoration of existing oil stations, leader for retail sales and distribution of petroleum products in Turkey, has paved the way for ‹fl Do¤an’s • Maximizing revenue from non-fuel retailing, further dynamic development. • Increasing international activities by importing crude The Company’s vision is based on a continuous oil and other petroleum products from third-party improvement in efficiency to satisfy customer countries, requirements, while caring for the environment, increasing the Company’s market share and making further acquisitions to complement existing product lines in 20 • Supplying oil products to power plants and other production facilities, • Investment in the Company’s own sea-going tankers in impact the current situation. A series of austerity measures accordance with IMO (International Maritime to be taken by the government to achieve economic Organization) and EU rules, leading to the delivery of stability are essential to the success of the Company’s financial returns on transportation, long-term plans. • Minimizing overhead expenses while maximizing longterm profitable growth, The management at ‹fl Do¤an believes that, in the coming years, these goals and activities will produce exciting results paralleling developments for a stable economy. • Building long-term relationships with suppliers, POAfi • Establishing collaboration opportunities for bunkering operations via the Black Sea countries, Even during the most adverse economic conditions, the Do¤an Group took bold steps toward continuing expansion • Accumulating expertise in the production and with ‹fl Do¤an’s acquisition of POAfi, the leading petroleum exportation of lubricants through the synergy created distribution network in Turkey. This acquisition was the with POAfi. largest privatization transaction in Turkey’s history amounting to an investment of US$ 1,260 million made ‹fl Do¤an aims at strengthening its market presence and together with ‹flbank. financial position in both the domestic and foreign markets. The basic conditions for achieving this aim rely on a stable POAfi, established in 1941, is the market leader for retail economy in Turkey. The effects of unfavorable internal and distribution of fuel products in Turkey. At the end of developments on currency depreciation will negatively December 2000, POAfi had a market share of 31.9% in 21 POAfi is evolving as a corporation through an overall reconstruction which is future-oriented and covers a broad spectrum of activities ranging from management perspectives, the architectural design of its service stations and the provision of high quality service by its personnel. energy continued white products, 59.7% in black products and 27% in strategy of other major oil companies. The main purpose lubricant sales distributed through a countrywide network for the development of non-fuels operations within the of almost 5,000 dealers under the well-known and existing and future POAfi network is to retain and gradually respected “Petrol Ofisi” logo. It is the only fuel distributor increase market share and generate value added income. with complete nationwide coverage, enabling it to access the eastern regions of Turkey where other major oil POAfi brings a strong brand name and managerial suppliers do not operate. The Company also sells directly to excellence to the industry, creating a strong position for the government agencies, state economic enterprises, Company in the 21st century. The Company achieved a industrial users, the Ministry of Defense and NATO. In gross sales revenue of US$ 3.2 billion and a net profit of addition to the manufacture of lubricants, POAfi has US$ 108 million in 2000. Currently, 6.7% of the POAfi become the leading supplier of Jet A1 fuel to both capital is traded on the Istanbul Stock Exchange. international and domestic airlines. The new management of POAfi has taken concrete steps toward obtaining its The new customer-oriented structure, chosen from various share in the growing LPG market by signing agreements successful global fuel-marketing models, was quickly put with Aygaz and Milangaz, major LPG suppliers in Turkey. into place. In addition to the implementation of this contemporary model, new marketing and sales staff 22 The widespread POAfi network represents a significant responsible for closely monitoring customer needs and opportunity to retail non-fuel products in line with the complaints has been recruited. POAfi is evolving as a corporation through an overall marketing network and close to 1,200 employees, POAfi is reconstruction which is future-oriented and covers a broad continuing to assume this responsibility with 4,584 fuel spectrum of activities ranging from management stations, approximately 5,000 dealers, six regional offices, perspectives, the architectural design of its service stations two lubricant plants, 21 aviation supply units, eight and the provision of high quality service by its personnel. terminals, two fuel depots, three lubricant depots and three The Company's goal is to enter international markets and liaison offices. become a globally recognized brand. At the same time, it aims to become a market leader within the Turkish fuel By acquiring the majority of POAfi shares, Do¤an Holding is distribution industry while offering services that meet or determined to increase its exposure in the energy sector. It exceed customer requirements and expectations. also believes that POAfi will create a synergy with the existing retailing activities of the Do¤an Group. Within the framework of the Project Silver, POAfi will bring innovative design standards to all of its fuel stations as it continues to provide a product line and a top-notch service network to meet the needs of the driving public. POAfi, the first national fuel distribution company to be founded in Turkey, has been meeting the fuel requirements of consumers and public and private institutions within the national borders for 59 years With its broad-based 23 tourism sea, sun and sand; in abundence where the Do¤an Group has invested With its highly skilled technical department, various services, hardworking personnel, shopping center, restaurants and a magnificent location, Bodrum Karada Marina is an attractive destination for both domestic and international tourism. Karada Turizm hard work and constructive ideas, Bodrum Karada Marina is now among the top ten marinas in the whole The Bodrum Marina was taken over by Karada Turizm at Mediterranean. the end of 1997 under the privatization program. Nestled where the Aegean and the Mediterranean meet, an area During the years before privatization, the facility was rich in history and natural beauty, Bodrum Karada Marina is closed to the public. Now, it is one of the most favorite an ideal place to enjoy the sea, the sun and is the stops for yachtsmen from around the world, domestic undisputed "hot spot" of Turkey. This unique location is travelers and the local residents as well. Land facilities attractive to yachting enthusiasts from all over the world include a modern shopping center, yacht club, restaurants and offers a complete range of marine services. Some of and cafes. Worldwide brand names like Tommy Hilfiger, the services include: daily weather forecasts, office and Nautica, Façonnable, Gant USA, as well as famous Turkish information, 24-hour security and harbor services, operator brands such as Mudo, Polo Sport, Ayy›ld›z are some of the service, change office, 70-ton travelift, water and products available in the shopping center of the Marina. electricity for all berths, (220/380 V AC) 125 A, telephone connections, 32-channel cable TV, 64 showers and With its highly skilled technical department, various restrooms, laundry, ice service, market, marine store, services, hardworking personnel, shopping center, technical service shops (mechanical, electric, engine), diver restaurants and a magnificent location, Bodrum Karada service, fire extinguishing system, diesel fuel station, first Marina is an attractive destination for both domestic and aid, car parking area, shopping mall, restaurant, cafe- international tourism. bistro, sailing club and a rescue team. The mooring capacity now stands at 450 afloat as compared to 275 Milta Turizm before privatization and a hard standing area at 80. In addition, the Marina has increased its working capacity Milta, utilizing the synergy created by its affiliation with from 78% to 108% in the last three years. As a result of the Do¤an Group, undoubtedly gains a distinct advantage 25 Milta Kemer is a top-quality holiday village located in Kemer, Antalya, along the Mediterranean coastline of Turkey. It is owned by Milta Turizm and managed by Holiday Plan of Öger Holding. The mild climate of the region enables the resort to operate eight full months a year, hosting European travelers, particularly those from Germany. tourism continued over the competition. This results in finding quick solutions to commonly occurring financial problems, keeping the Milta Turizm also owns and operates a 27-meter motorized Company safe from traditional risk inherent in the sector. yacht with a displacement of 110 gross tons. This yacht offers private cruises in the Aegean and Mediterranean. Milta Turizm builds, leases and manages holiday villages in prime locations along the outstandingly beautiful Aegean Milta Turizm is a 26% shareholder of Bodrum Karada and Mediterranean coastline of Turkey. Milta is the primary Marina and a 94% shareholder of Ifl›l Tur. investor and owner of a first-class holiday village located in Kemer, Antalya. This resort has an accommodation Milta Kemer capacity of 800 beds and is currently operated by Holiday Plan of Öger Holding, a German-based tour operator. Milta Kemer is a top-quality holiday village located in Additionally, the Company has assumed control of another Kemer, Antalya, along the Mediterranean coastline of top-rated holiday village, Coralia Milta Holiday Village, Turkey. It is owned by Milta Turizm and managed by located in Torba Bay, Bodrum. This 600-bed capacity resort Holiday Plan of Öger Holding. The mild climate of the is owned by Milpa, another Group company and is currently region enables the resort to operate eight full months a operated by Tamaris, a Turkish-based subsidiary of the year, hosting European travelers, particularly those from Accor Group of France. Germany. managed by Tamaris SA, a subsidiary of the French Accor The holiday village is built in a pine grove with meticulous Group. Coralia Milta, supervised by Milta Turizm under a care taken not to harm the natural environment of the site. special contract, hosts vacationers from France and Construction of the individual buildings or bungalows was Belgium as well as other European countries. matched to the terrain and landscaped with beautiful plants, trees and shrubs. All rooms of the facility are equipped with air-conditioning, direct dial telephones, satellite TV, mini-bars and en suite The village has approximately 400 rooms with a total 800- baths and balcony. It is a marvelous sea-side resort with bed capacity. It has nine tennis courts and offers a wide two restaurants (400 square meters of closed and 1,400 range of sports and entertainment to its customers such as square meters of open space), three bars, a 200-seat darts, volleyball, basketball, archery, beach volleyball, a conference room, fitness center, discotheque, tennis courts, fitness center, aerobics, roller-blade, catamaran-type sail billiards, indoor and outdoor swimming pools, amphitheater boats, wind surfing and jet-skiing. This fantastic resort and a wide choice of water sports. combines sports, entertainment and relaxation in ideal proportions. Ifl›l Tur Coralia Milta Holiday Village Ifl›l Tur is a ‘Grade A’ travel agency operating in collaboration with Milta Turizm. It offers a variety of Coralia Milta Holiday Village, a first-class holiday village services including airline ticket sales and car rentals. owned by the Do¤an Group, is located on Torba Bay, on the Additionally, the Company provides transfer services and Bodrum peninsula. This facility, with a 600-bed capacity, is daily excursion tours to the customers of Accor Tours, 27 industry, trade and marke a long time presence in manufacturing industries and trade Currently, the annual production capacity of the Çelik Halat plant is 60,000 tons with a capacity utilization ratio of approximately 87%. In domestic production, with a market share of 55%, Çelik Halat leads its sector the second largest has only a 20% market share. When the average for the past few years is taken into consideration, 70% of production was sold in the domestic market and 30% was exported. ting INDUSTRY for the past few years is taken into consideration, 70% of production was sold in the domestic market and 30% was Çelik Halat exported. However, in the steel wire rope market, Çelik Halat possesses a 75% share and is the uncontested Çelik Halat was founded in 1962 as a joint venture leader. The breakdown for year 2000 production is; wire between private enterprise and the state and has been rope 16%, spring wires 29%, bead wire 19%, single strand listed on the Istanbul Stock Exchange since 1987. In 11%, galvanized wires 12% and pre-stressed concrete September 1997, most of its shares were acquired by the wires and strand 13%. The new bead wire coating line will Do¤an Group under the privatization program. Çelik Halat is be commissioned in the spring of 2001 and will achieve the by far the industry leader, with its wide range of steel wire highest quality available anywhere in the world. products, steel wire rope and a sales potential for both domestic and international markets. The products of the Net sales of US$ 40 million in 2000, showed an increase of Company are widely used in many areas: fishing, mining, 5% over the 1999 figure of US$ 38 million. In 2000, exports construction, tires and energy. Other products include totaling US$ 12 million were realized by the Company, of galvanized wire, spring wire, single strand, bead wire, which US$ 0.5 million went to the USA, US$ 7.5 million to pre-stressed concrete wire and strand and steel wire rope. European countries and the balance, US$ 4 million, to Çelik Halat was awarded the ISO 9002 Quality Assurance various other countries. Certificate in 1993. Ditafl Currently, the annual production capacity of the Çelik Halat plant is 60,000 tons with a capacity utilization ratio of Ditafl, which commenced production in 1979, has been and approximately 87%. In domestic production, with a market still is the only company in Turkey supplying original parts share of 55%, the Company leads its sector - the second for vehicle manufacturers. The Company manufactures tie- largest has only a 20% market share. When the average rods, torque-rods and ball joints under license by TRW of 29 industry, trade and marketing continued the USA and holds the ISO 9002 Quality Assurance million, an increase of 37% over the figures of 1999. The Certificate. The Do¤an Group invested in Ditafl in 1990, Company also increased its total assets to TL 11.2 trillion taking the Company public in 1991 with a 50.2% free-float from TL 5.8 trillion in 1999 and increased its net profit by rate. Currently, the Do¤an Group holds the majority of the 875% to TL 1.2 trillion from TL 127.5 billion for the same Company’s shares. period. Ditafl has a 21% share with 76% of the total tie-rod In the year 2000, Ditafl made investments of US$ 1.2 demand imported for the original equipment market. In the million for quality enhancement. As a result, its production spare parts market, Ditafl has a 27% stake while capacity has increased by 12% and now totals 3.6 million competitors have 33% and imported parts have a 40% pieces per annum. share. In the year 2000, Ditafl exported goods to Italy, Switzerland, Germany, the UK, the USA, Singapore, Egypt, TRADE AND MARKETING Israel and some other countries with a total value of US$ 3.2 million. Milpa With the exception of the last two months of 2000, Turkey Milpa, established in 1980 and one of the most successful experienced a good year in automotive business. Ditafl companies in the Turkish marketplace, functions as the achieved successful results with net sales of US$ 13.6 Group’s marketing and retail management division for vehicles, real estate and other durable goods. Besides the projects. Among its other pioneering efforts, Milpa was the Head Office in Istanbul, the Company also has offices in first company to combine campaign sales with consumer Ankara, Izmir and Adana. credits; to bring a new discipline to lottery-based car sales campaigns when interest rates went up; sell pre-owned Milpa has pioneered the marketing and retail sales of cars at monthly installments; organize sales schemes merchandise through intense promotional campaigns directly from catalogues in cooperation with two beginning with the sale of Tofafl (Fiat) passenger cars. international companies; begin Internet sales at monthly Between 1980 and 1994, an impressive 10% of all Tofafl installments; offer alternative payment plans in campaigns automobiles were sold through Milpa campaigns; this with future deliveries. figure retreated to 5% between 1994 and 1997. In 1998, special delivery terms helped return this figure to the 10% Net sales of Milpa resulted in US$ 93 million in 2000. The level. Company’s total assets increased to US$ 101 million in 2000, up from US$ 91 million the previous year, for an By far the leader in its sector, Milpa encounters very little increase of 11%. Shareholders’ equity reached US$ 47 competition. When asked to recall what the name ‘Milpa’ million at the end of the year. represents to the Company’s previous customers, the overwhelming response is that Milpa means ‘trust and Hürriyet Pazarlama reliability’. Hürriyet Pazarlama, established at the end of 1995, has Milpa was the first marketing company in Turkey to be displayed continuous expansion while playing a significant awarded the ISO 9002 Quality Assurance Certificate and role in automobile, computer and real estate sales through has been the pioneer in the application of many innovative collaboration with globally famous brand names. The 31 industry, trade and marketing continued Company has offices in major cities around Turkey that Do¤an D›fl Ticaret include Istanbul, Ankara, Izmir and Adana. Do¤an D›fl Ticaret handles the importation of raw materials Hürriyet Pazarlama has managed automobile sales and promotional items utilized by Group companies. In campaigns through joint efforts with Renault, Peugeot, 2000, the sales revenue of Do¤an D›fl Ticaret totaled US$ Hyundai, Suzuki, Skoda and Lada; for computers with IBM, 202 million, dominated by the consumables such as paper, HP, Packard Bell and for houses with Emlakbank - the steel, film and molds used by Group companies. largest real estate development concern in Turkey. Over 11,000 automobiles have been sold since 1996 through Do¤an D›fl Ticaret represents the leading global producers joint campaigns with only Renault and more than 2,000 in the paper and steel markets. With 280,000 tons of houses have been sold in collaboration with Emlakbank. paper, Do¤an D›fl Ticaret controls a 25% share of this market that includes non-group sales. It also has a 35% Hürriyet Pazarlama has also established close working market share of films and molds used in press. Do¤an D›fl relationships with well-known Turkish banks in organizing Ticaret is a leading name for paper and steel based on the consumer credit facilities for its customers such as: ‹flbank, volume of materials imported and also by representing the Garanti Bank, D›flbank and Finansbank - all delivering high major worldwide producers. quality consumer banking services. In 2000, Do¤an D›fl Ticaret has total assets of TL 46 trillion, The Company has an annual sales turnover of US$ 50 representing a 71% increase over the 1999 figure of TL million and has plans to market other products and develop 26.8 trillion. The Company’s net profit rose to TL 2.8 trillion alternative financing schemes in anticipation of reaching in 2000, up from TL 1.6 trillion in 1999. enhanced customer satisfaction. 32 Automotive Dealership Ortado¤u Otomotiv markets a variety of passenger cars. Sales in 2000 increased by 61% and reached a total of The Do¤an Group is actively involved in the selling of 1,903 automobiles. passenger cars, commercial vehicles and spare automotive parts produced by the Koç Group. The automotive In 2000, the total number of vehicles sold by Anadolu dealerships of Do¤an Otomobilcilik, Ortado¤u Otomotiv and Otomotiv was 1,535. Anadolu Otomotiv sell Tofafl (Fiat), Otosan (Ford) and Otokar (Land Rover and Magirus midi-buses) branded vehicles. In 2000, Do¤an Otomobilcilik sold 3,471 vehicles manufactured by Otosan (Ford), resulting in a 106% increase over the previous year’s total. Of those sold, 2,481 were passenger cars and 990 were commercial vehicles, representing increases of 120% and 78%, respectively. 33 telecommunicatio connectivity through various platforms In the telecommunications sector, Do¤an Group’s vision, an important part of the "convergence" concept, is to play an effective and active role as a distributor by creating synergy with its expanding media and Internet activities. ns Within the telecommunications sector, the vision of the As new opportunities are developing in line with Turkey’s Do¤an Group plays an important part in the convergence commitment to liberalize the telecommunications market, concept by creating synergy through its expanding there are still promising opportunities in the sector. The activities. Do¤an Group is determined to exploit every alternative medium in this area. Investments in telecommunications sector will allow Do¤an Group to execute its own convergence story. Do¤an Holding is continuing research and development activities while pursuing opportunities that arise in this In tomorrow’s world of convergence media which includes competitive environment - focusing primarily on value- Internet and telecommunications, the Do¤an Group aims to added services. be actively involved in all revenue-generating activities. It is for this reason that the Do¤an Group pursues opportunities in telecommunications as primary areas of investment. 35 strong presence in content provision through both traditional and IT-based channels do¤an yay›n holding Going beyond traditional broadcasting and publications, the Do¤an Media Group is diversifying its interests with the aim of attaining convergence and inter-group synergy. Financial Results Media Segment (in terms of the purchasing power of the Turkish lira at 31 December 2000) External Revenues (TL trillions) 432 1999 2000 397 Operating Profit (TL trillion) 42 1999 2000 17 Financial Results Media Segment (in terms of the purchasing power of the Turkish lira at 31 December 2000) Total Assets (TL trillions) 469 1999 2000 391 Capital Expenditures (TL trillions) 68 1999 2000 43 do¤an yay›n holding By keeping its pioneering position with the integration of new technologies, the Do¤an Media Group remains the leader in media and entertainment. The Do¤an Group has been active in the Turkish media sector since 1979. The operations of Do¤an Yay›n Holding are organized around six core media-related business areas: (i) newspaper publishing, (ii) magazine and book publishing, (iii) distribution and retailing, (iv) printing, (v) new media and entertainment and (vi) other ancillary media businesses, including news agency activities. Through diversified operations Do¤an Yay›n Holding has access to the widest range of content in Turkey. cooperating with world names to reach a wider audience globally media Do¤an Yay›n Holding dominates the Turkish newspaper sector with numerous publications ranging from the market leaders, Hürriyet and Milliyet, to specialist financial and sports newspapers. Do¤an Yay›n is the Holding Company for the largest medial enterprise in Turkey. It is also the market leader in terms of paid circulation and advertising revenue with respect to newspapers and magazines published in Turkey. Do¤an Yay›n Holding has recently expanded into new media sectors such as the Internet and cable television technology. NEWSPAPERS The Do¤an Group has been active in the Turkish media sector since 1979, following its acquisition of Milliyet. The operations of Do¤an Yay›n Holding are organized around six core media-related business areas: (i) newspaper publishing, (ii) magazine and book publishing, (iii) distribution and retailing, (iv) printing, (v) new media and entertainment and (vi) other ancillary media businesses, including news agency activities. Through diversified operations the Company has access to the widest range of content in Turkey. The newspapers of Do¤an Yay›n Holding follow an independent editorial policy and are characterized by their comprehensive coverage of domestic and international news and sporting events. Do¤an Yay›n Holding dominates the Turkish newspaper sector with numerous publications ranging from the market leaders, Hürriyet and Milliyet, to specialist financial and sports newspapers. The Group sells approximately 4.3 million copies per day - 45% of the average daily newspaper circulation in 2000. The newspaper division accounts for 60% of all newspaper advertising in Turkey with revenue of approximately US$ 249 million per annum. country and was the first media company to receive the ISO 9001 Quality Assurance Certificate. With its professional management team and state-of-the-art technology, Hürriyet employs qualified journalists, writers and correspondents that maintain its timely and objective news coverage, regarded by its readers as informative, reliable, innovative and contemporary. With its strong financial structure, Hürriyet has been listed on the ISE since 1992. Hürriyet and Milliyet newspapers are currently ranked first and third, respectively, in terms of circulation and advertising revenue in Turkey. All of the newspaper and magazines published by the Group are distributed by its subsidiary Yaysat, Turkey’s largest media distribution company, which also distributes third party titles. Group newspapers along with a number of magazines are printed by Do¤an Printing Centers. Hürriyet Turkey’s leading newspaper, Hürriyet has the highest circulation and the greatest share of advertisements in the sector. It is one of the best-known brand names in the In addition to being the most popular daily, with an average daily circulation of 660,000 copies for the year 2000, Hürriyet is also Turkey’s largest advertising medium. During the last two years, Hürriyet carried more than 15% of Turkish advertisements in terms of net advertising revenue. The Company accounts for 43% of all newspaper advertisements in the year 2000. 39 Hürriyet reflects nationalistic and democratic values and promotes social justice and populism. It is open-minded, fair, independent and sets market trends. Hürriyet’s European edition is published in Frankfurt and distributed to European countries and the United States. Hürriyet has the highest international circulation among Turkish dailies outside of its home market. Reflecting traditional values of patriotism, democracy and family, Milliyet’s editorial policy emphasizes loyalty, respect and tolerance. Its slogan, "Reliability in the Press" summarizes its high standards of accuracy and objectivity with regard to its coverage of news, politics, economy, business, sports and the arts. Milliyet has distinguished itself through the intensity of its analysis of political news. It is the sole Turkish member of the World Media Network. Hürriyet is headquartered in Istanbul and has six Hürriyetowned printing centers located in Istanbul, Ankara, Izmir, Antalya, Adana and Trabzon. In addition to Hürriyet, these centers also print newspapers published by the Group for a standard printing fee. In September 1997, Milliyet implemented the Total Quality Management System in accordance with its certification by the British Standards Institute for the ISO 9001 Quality Standards Certificate. Milliyet was the first newspaper in Turkey to introduce the daily news via Internet. Milliyet’s do¤an yay›n holding continued Hürriyet maintains a content-rich website (www.hurriyet.com.tr) that is one of the most visited Internet sites in Turkey. Each visitor spends an average of 25 minutes exploring the site. In 1999, this website expanded to include www.hurriyetim.com.tr, with the majority of its content derived from the Hürriyet newspaper itself. Milliyet Established on May 3, 1950, Milliyet is ranked among the country’s top selling newspapers, with a total sales volume close to 382,000 copies per day and a 10% market share. The Company also accounts for 12% of all printed media advertisements in Turkey. Milliyet is an independent publication with a strong reputation for integrity. Its audience is composed of an elite group of highly educated individuals. Since 1993, Milliyet has been listed on the ISE. 40 website (www.milliyet.com.tr) is still one of the most popular sites in the country. Gözcü Gözcü, launched in 1996, is one of the youngest and most successful mass-market papers in Turkey. Gözcü’s mission is to increase the number of newspaper readers in the country through a combination of brief news stories and human-interest features at an affordably low cost. The news is presented in such a way that the most important issues of the day are conveyed to the reader in the simplest and most direct manner, drawing the reader’s attention to the right place and with the right attitude. Turkish Daily News Fanatik Turkish Daily News, Turkey’s first and largest circulation English language daily, marked its 40th anniversary on March 15, 2001. Fanatik is Turkey’s first quality sports daily focusing predominantly on soccer and highlighting developments at the leading sports clubs. It is regarded as a reliable and authoritative source of information in Turkey. It is widely read by both expatriots and tourists alike and is used as English-language teaching material in various Turkish schools. By raising the level of a sports newspaper above hooliganism and erotic photos of women, Fanatik has attracted a loyal following among young, single men averaging 21 years of age, of whom 61% are high school graduates and 30% have at least primary or middle school education. Fanatik has become one of the most successful sports newspapers in the market. On May 19, 1996, the paper launched its electronic edition, Turkish Daily News Online, (www.TurkishDailyNews.com). This site has since become one of the most prominent Internet sites dealing with news about Turkey. Reflecting traditional values of patriotism, democracy and family, Milliyet’s editorial policy emphasizes loyalty, respect and tolerance. Its slogan, "Reliability in the Press" summarizes its high standards of accuracy and objectivity with regard to its coverage of news, politics, economy, business, sports and the arts. Milliyet has distinguished itself through the intensity of its analysis of political news. It is the sole Turkish member of the World Media Network. The Washington-based website has an average of 166,592 hits per day and an average of 3,674 visitors daily. Foreign ministries and international ‘think tanks’ are among the regular visitors to Turkish Daily News Online. SIMGE GROUP Radikal Launched in 1996, Radikal rapidly became popular among Turkey’s younger, well-educated, mid-income readers. Demographic research has shown that these readers spend an average of 37 minutes reading 68% of the paper daily. Radikal Online (www.radikal.com.tr) was initiated in 1997. Following the Do¤an Media Group’s tradition of innovation, this website was the first to establish online forum pages providing a platform for interactive communication with its readers. Radikal’s ‘Sanal Alem’ website keeps the user in touch with developments in the field of information technology. The paper has a daily circulation of 187,000 and a highly successful Internet website (www.fanatik.com.tr), which features similar sporting news coverage. The Do¤an Media Group launched Fanatik Basket as a basketball weekly in late 1996. It features in-depth coverage of Turkish and foreign professional and amateur basketball teams. OTHER NEWSPAPERS Posta Launched in 1996, Posta has attracted new readers by virtue of its features, TV news and society pages. It has gained the loyalty of a group of readers with a higher socio-economic level, filling the gap for a compact newspaper at an affordable price. Aimed at an audience with limited income who want comprehensive, easy-to- 41 read news and interesting stories, Posta is packed with abridged news items. In 2000, it achieved an average daily circulation of approximately 454,000 copies with an estimated 10% of the daily market. Finansal Forum Available since 1996, Finansal Forum quickly became the leader among Turkish newspapers. By concentrating on politics and the economy, this daily has filled the gap in the Turkish market for a high quality paper with an international slant. Finansal Forum covers economic events and political developments - analyzing their impact on business and MAGAZINES The Do¤an Group has an exceptionally strong presence in the Turkish magazine and book publishing sectors. The Group publishes 25 magazines covering a range of interests including fashion, finance, automobiles and health. Do¤an Burda Rizzoli The Do¤an Group has been in the magazine publishing business since the 1980s. During the last two years, the Group has consolidated its magazine publishing activities and established DBR Magazines, a joint venture between the Group, Burda and Rizzoli, which is another do¤an yay›n holding continued finance. It devotes a good deal of space to financial and stock market data as well as to general news and the opinions of well respected social commentators. Regular supplements on business sectors, diplomacy, education and life-style make the Paper an attractive and informative reference source. Finansal Forum makes it possible for Turkish readers to monitor global events and developments. Finansal Forum has been able to strike deals with some of the most respected newspapers in the world. It has the sole rights to publish articles and features translated into Turkish from the US-based Wall Street Journal and The Financial Times of Britain. Finansal Forum features financial and political news on its Internet website (www. finansalforum.com.tr). 42 joint venture between German and Italian newspaper and magazine producers. The new organization created an unbeatable synthesis by utilizing the resources of its two foreign partners, the world’s leading magazine publishers, Burda of Germany and Rizzoli of Italy. Emergence of DBR, now quoted on the ISE, marked the dawn of a new era in the market both in terms of corporate identity and redefinition of targeted market segments. Through the publication of 25 high-quality weeklies and monthlies, DBR has gained a 56% market share in Turkey in terms of sales figures for the year 2000. Targeted at the young, well-educated urbanite consumer, these popular periodicals cover a wide range of subjects such as finance, fashion, current affairs and gastronomy. Licensing agreements with the Burda and Rizzoli Groups of Europe has enabled DBR to publish Turkish versions of many internationally known titles. Hürgüç now part of DBR, has been importing and distributing foreign publications for more than fifteen years. In 2000, the number of international titles in the DBR portfolio reached 581 composed of 20 newspapers, 81 weekly magazines, 15 fortnightlies, 103 monthlies, 25 bimonthlies and 65 quarterlies and 272 non-periodical fiction titles from Germany, Italy, the United Kingdom, Austria, Russia, Switzerland, Bulgaria and Macedonia. BOOKS In 1999, the Group consolidated some of its book publishing activities under Do¤an Kitapç›l›k which publishes both fiction and non-fiction books. Do¤an Kitapç›l›k is among the largest publishers in Turkey with a vast selection of titles. Do¤an Kitapç›l›k, with 40 years of experience, is one of the largest and most respected publishing houses in Turkey. It cooperates with other well respected publishers from around the globe to print and distribute their titles in Turkey. Do¤an Kitapç›l›k aims to become the leading publishing house in Turkey in the 21st century and will continue to print the works of the best authors from Turkey and around the world. Do¤an Egmont Publications The Do¤an Group is also involved in publishing books through its subsidiaries Do¤an Egmont and Do¤an Kitapç›l›k. Do¤an Egmont is a joint venture established in 1996 with Egmont International Holding A.fi., a subsidiary of Egmont of Denmark. Through this partnership, Do¤an Egmont has been granted exclusive rights to publish a number of Walt Disney products in Turkey as well as other books and magazines from various well known publishers, such as Warner Bros, Paws, IMPS, Topps, Dark Horse, Victoria House, Pestalozzi, Reader’s Digest, BBC, Toei, LCI and Panini. Presently, Do¤an Egmont publishes 14 monthly magazines and 20 book titles targeting a youthful readership. Do¤an Egmont concentrates on providing the widest possible distribution channels, as it strives to reach the largest juvenile readership in the country. Do¤an Egmont has more than 60% of the market share in children’s magazines and a market share of approximately 25% for children’s books. Apart from kiosks, books are distributed to almost 900 points of sale including retail outlet chain stores. The distribution of the Do¤an Egmont magazines is carried out by Yaysat at more than 14,000 sales outlets throughout Turkey. Books published by Do¤an Egmont are distributed to over 860 retail stores including D&R stores, Toys "R" Us, Migros and Carrefour. 43 BROADCASTING The Do¤an Media Group is involved in the Turkish broadcasting sector through its management of two cable, one international and two national television companies that together command a 25% share of the TV advertising market. The two national channels, Kanal D and CNN TÜRK, a joint venture with AOL Time Warner, have a wide audience across the country. The Group’s direct TV exposure is supported by ANS Production that produces commercials, game shows and serials. Kanal D Kanal D reflects Turkey’s vision with its contemporary, innovative, creative and original approaches. overall audience share of 17%, making it Turkey’s top-rated television channel. Kanal D has the highest ratings and market share with regard to Turkish and foreign films, children’s programming and entertainment and news programs. Kanal D was rated second in sports programs and locally produced series. CNN TÜRK Established in 1999, CNN TÜRK is a joint venture between the Do¤an Media Group and AOL Time Warner. CNN TÜRK is the second national CNN-branded local language 24-hour news channel controlled and operated outside Atlanta. It is Turkey’s first television channel to have an international media partner. Produced locally, CNN TÜRK provides reliable, objective, credible, up-to-the-minute local and international news and information to an audience that seeks to broaden its perspectives. Equipped with the latest technology and distributed both terrestrially and via cable, it reaches roughly 40 million viewers across Turkey. The network hopes to eventually reach the Turkish-speaking republics of Central Asia and Turkish communities in Europe. This high performance has not only earned Kanal D the most preferred TV channel status, but it has also moved Kanal D forward in the international arena. In 2000, Kanal D has received the international Hot Bird Award. From among 150 channels that are broadcast over Eutelsat, Kanal D was chosen the most successful channel of the year, together with BBC, for the quality and content of its broadcasts. Through high broadcasting principles set forward at its establishment in 1990, Kanal D has earned a place of special respect and trust from among all the other private channels that came into existence during that decade. By targeting the market with quality programming designed to appeal to the masses, Kanal D has become one of the top TV channels in the country. In 2000, Kanal D gained an 44 Optimizing on both local resources of the Do¤an Media Group and extensive news gathering resources of the world’s news gathering resource, CNN TÜRK has started to bring a new dimension to local news broadcasting. Produced locally, CNN TÜRK provides reliable, objective, credible, up-to-the-minute local and international news and information to an audience that seeks to broaden its perspectives. Equipped with the latest technology and distributed both terrestrially and via cable, it reaches roughly 40 million viewers across Turkey. The network hopes to eventually reach the Turkish-speaking republics of Central Asia and Turkish communities in Europe. CNN TÜRK has won the appreciation of national as well as international advertisers with its high quality content and top notch technical outreach. CNN TÜRK offers superior technical standards through its computer controlled broadcasting technologies. RADIO PRODUCTION The Do¤an Media Group manages three radio stations that account for a 9% share of the Turkish radio advertising market. These radio stations offer broad spectrum programming by concentrating on three distinct areas: Western popular music, Turkish music and current affairs. ANS Productions Hür FM Acquired by the Do¤an Media Group in 1998, ANS Productions is a media company with operations ranging from development, production, licensing, distribution, media sales and marketing, all functioning as independent divisions, in close liaison with each other. Hür FM is dedicated to providing American and European pop, jazz, blues, Latin and classical music. Hür FM was the first station to broadcast cultural programs such as ‘Radio Theater’ and ‘Radio Cinema.’ It also broadcasts live via the Internet. ANS Productions also holds the local copyright to several game shows including the Turkish edition of Wheel of Fortune. ANS Productions also provides a full service facility for all branches of commercial production of national and multinational advertising companies. do¤an yay›n holding continued Radyo Foreks Radyo Foreks is a news-only station with 48 news bulletins broadcast per day and supplemented by additional programs that offer economic and stock market updates. Radyo Foreks has agreements to broadcast via 16 local and regional radio stations in Turkey; it also broadcasts live on the Internet. In a move to bring film and television production to international quality levels, ANS Productions in 1996, formed the Anatolian Network System which supports broadcasting activities of 58 local channels by marketing advertising spots, producing programs and assisting with their corporate identity. ANS Productions is now collaborating with 85 local channels, all of which constitute the largest network in the country. Radyo D Hürriyet TV Film Production Broadcasting since 1993, Radio D is on the air 24-hours a day across the country, featuring a mix of Turkish popular music and news. The high rating of the station enabled it to attract 11% of the total radio advertising. Targeted to the 15 - 45 age groups, the station, in addition to news, plays popular music and airs programs on current social issues. Radyo D also broadcasts live on the Internet. Hürriyet TV Film Production was founded in 1992 and produces news and documentary programs. D Production Established in 1996, D Production operates as the content producer for CNN TÜRK. 45 NEW MEDIA INTERNET Ultra TV (Cable TV Infrastructure) Internet has emerged over the last five years as the most important issue facing media companies. As a new distribution channel, Internet is a potential source of competition for existing media companies that are accustomed to earning high returns by exploiting entry barriers, whether these barriers are based on economies of scale (in the case of publishers) or the scarcity of a resource (in the case of television). Internet also represents a new distribution channel for content, enabling media companies to expand their markets online and tap into potential new sources of revenue, such as e-commerce. Established in 1997 as a Group subsidiary, Ultra TV is one of the six cable operators in Turkey with a view to set up a TV infrastructure to provide cable television, Internet and interactive data services to its subscribers. Cable TV started in Turkey in 1998 when Türk Telekom entered into revenue sharing agreements with six operators utilizing cable television infrastructure. Since 1998, the cable TV market has 45 national and international channels. Currently, Ultra TV has approximately 200,000 subscribers. The management believes that the number of subscribers do¤an yay›n holding continued will increase due to the growth of the market and also through additional services that will become available to subscribers of Ultra TV such as; e-shopping, video games, distance learning, home banking, video conferencing and data transmission. Türk Telekom, in 1998, transferred all of its obligations in infrastructure modernization, capacity increase and maintenance, on a revenue sharing basis, to the six cable TV operators. Following the tender, Ultra TV won the right to operate the infrastructure in the three most densely populated municipalities on the Anatolian side of Istanbul. 46 Do¤an Yay›n Holding is well positioned to benefit from the growth of Internet in Turkey due to its strength in distribution, content, brands and consumer relationships. Internet development, previously limited, has suddenly taken off and Do¤an Yay›n Holding is now in an advantageous position in the marketplace. Do¤an Online Initially, there was no consensus as to the impact of Internet on media companies. While Internet shares soared and Internet proxies such as Telecom moved ahead, the media sector trailed the market. This began to change in the closing weeks of 1999 and continued into 2000. Do¤an Yay›n Holding entered into the Internet market with the establishment of Do¤an Online (DOL), in October 1999. The Company aims to be one of the leading Internet Service Providers in Turkey. The Group’s overall Internet activities and strategy are centrally coordinated within Do¤an Yay›n Holding. The main focus of the Holding’s new media activities is Do¤an Online, an Internet Service Provider (ISP) which was launched on April 15, 2000, under the “e-kolay” name. Immediately following its start-up, DOL achieved a subscriber base of 50,000 users and captured 35% of the market. Approximately 200,000 visitors account for 5.5 million hits daily. In addition to the e-kolay portal, all Group newspapers have their own websites, offering content from each of these papers. Do¤an Yay›n Holding strongly believes that e-kolay is well placed and has the potential to grow in the Turkish ISP market due to the Yaysat distribution network and its superior content. Do¤an Yay›n Holding has developed a digital network in conjunction with Nortel, the American telecommunications equipment company providing the international backbone. The domestic foundation relies on the Turkish telecommunications along with other Turkish Internet subscribers. Do¤an Online may be constrained by capacity limitations of this network in the future. Data is either carried over the Turkish telecommunications backbone or switched directly to satellites connected to the international backbone. High quality content will be provided by the Group’s media companies with priority given to finance, sports, automotive and travel. Supporting content will include many different areas such as city guides, health, education, women’s and children’s interests. Do¤an Online launched its portal containing a wealth of high quality, exclusive content through Do¤an Media Group’s content providers. It is composed of 12 channels that focus on news, finance, women’s issues, computers and the Internet, automobiles, health, sports, travel, game, entertainment, a city guide and yellow pages. Each of these channels builds its own unique community through services such as chat rooms, clubs, forums and classified advertising. Do¤an Online’s strategy is to spin-off of these channels into independent e-commerce transactional vertical portals generating revenue streams through subscription, advertising and transaction. So far four channels have been upgraded to thematic portals; finance (bigpara), sports (fanatik), travel (gezikolik) and automobile (arabam) portals. 47 Current news coverage is supplied by the Do¤an News Agency. At present, the content is available only in Turkish. The Company is also developing a Turkish language search engine that is designed to function over wireless application protocol (WAP) services. Infoshop.com.tr is one of the portals of Do¤an Online and operates under the name “hepsiburada.com” - a leading ecommerce company established in 1996 for computers, components, software, office equipment and telephone. It has been acquired by Do¤an Online and currently captures a market share of over 30% of the e-commerce market in Turkey. DO⁄AN MULTIMEDIA CD-ROM titles are growing in importance with their ability to provide multimedia information that includes sound, animation and video clips. Do¤an Multimedia was established in 1996 to develop Turkish content CD-ROMs for the domestic market. Following Panorama ‘96 and Sar› Zeybek, based on the life of Atatürk, modern Turkey’s founder, Do¤an Multimedia published the ‘Gölgedekiler’ series of CD-ROMs, commemorating little-known heroes and heroines of the Turkish War of Independence. do¤an yay›n holding continued Tardecnet is a financial information website which provides research reports and personal finance information available to paying subscribers. The Company plans for Tradecnet to offer an online execution-only equity brokerage service during 2001. The website arabam.com will offer personal finance and car insurance for new automobile purchases by individuals. Do¤an Online is highly committed to building sustainable competitive advantages that will keep it continuously ahead of the competition. The clear vision of the top management, cross-marketing capabilities, access to advertising, revenue knowledge of consumer market and a tie-in with household brand names are all core competencies that give Do¤an Online a competitive edge and has paved its way to become a dominant player in the Turkish Internet market. 48 DO⁄AN MUSIC COMPANY Do¤an Music Company (DMC) targets the acquisition of copyrights for the highest number of music works along with the intellectual rights of performers. In the process, DMC creates further synergies with the Group’s production and broadcasting companies as well as portals, in which DMC performers are featured at no additional cost. MEDIA DISTRIBUTION Do¤an Yay›n Holding relies heavily on its extensive distribution network to get printed material out to the public as swiftly as possible. Yaysat Yaysat, established in 1992, is the largest printed material distributor in Turkey, with regard to its size, reach and efficiency. The most extensive print media distribution organization in Turkey, Yaysat is responsible for the nationwide distribution of 54 newspapers, 503 periodicals, 175 books and the leading Internet access package “e-kolay” between regions and sales outlets. Yaysat also carries out promotional activities and distributes such promotional products to all selling points. transportation companies. Some of these agents sell products directly to consumers while others distribute them to smaller newsagents. Overall this distribution network gives the Do¤an Group access to more than 20,000 points of sale across Turkey. RETAILING D&R Stores D&R is the largest multimedia retail chain, in terms of scale, operating throughout the country. D&R has had three solid years of business experience and know-how in retailing with strong regional coverage and The clear vision of the top management, cross-marketing capabilities, access to advertising, revenue knowledge of consumer market and a tie-in with household brand names are all core competencies that give Do¤an Online a competitive edge and has paved its way to become a dominant player in the Turkish Internet market. Yaysat is the largest distributor in Turkey with over 393 main distributors, to over 22,000 sales outlets. Yaysat is truly a giant, able to reach any point within its area of operation in no more than 24 hours and accounts for 95% of the sales of newspapers and magazines in Turkey. The Company had a turnover of US$ 486 million in the year 2000. wide public recognition. Following the successful build-up period, D&R aims at a healthy growth rate in terms of regions and penetration. Categorized as ‘stores’ and ‘corners’ D&R owns 26 stores, in addition to operating 17 franchise stores throughout the country. Approximately 4.5 million people visited D&R stores in the year 2000. Bir-Yay Bir-Yay, established in the second half of 1996, is a joint venture operation between Yaysat and BBD, the country’s other major print distribution company, distributing thirdparty products in Turkey. This includes 40 newspapers and more than 300 different magazines and books. Products are distributed to almost 700 main agents by contracted D&R launched “dr.com.tr” in December 2000, representing one of the most integrated e-commerce sites in Turkey. D&R has already established strategic alliances with Mydonose - a radio station and DHL. 49 NEWS GATHERING PRINTING Do¤an News Agency Do¤an Ofset The Do¤an Media Group has merged its four news agencies under one roof - Do¤an Haber Ajans› (DHA) supplying news, features and photographs to Group newspapers and audio-visual news spots for TV channels. Established in 1970, Do¤an Ofset is an internationally competitive printing plant with production capacity for large quantities at top notch quality. After the acquisition of Do¤an Ofset by the Do¤an Media Group in 1994, the commercial printing industry gained new impetus. Do¤an Ofset, housed within a 15,000 square meter closed production area, is equipped with both rotational and sheet-fed offset presses for the production of magazines, brochures, catalogues, newspapers and books. It is capable of producing hardcover bound books at a rate of 150,000 per day. Providing news items to the eight newspapers and television channel of the Group, DHA has 26 regional bureaus and 550 reporters. It is represented across the country and can monitor developments in Turkey’s neighboring countries as well. On average, DHA processes 6,000 news Europe’s Turkish population is the primary target of Do¤an Yay›n Holding. It has an average circulation of 230,000 newspapers daily. The best-selling newspapers include Hürriyet, Milliyet and Fanatik, making the Group the leading publisher of Turkish publications on the continent. 50 headings, 11,000 photographs and 1,400 TV news stories per month, disseminating them electronically. Do¤an Ofset is the first printing company in Turkey to receive the ISO 9002 Quality Assurance Certificate. DHA also furnish photographs to Associated Press, Reuters, EPA Photography Agency, Sipa Press and other leading international news agencies and magazines. Do¤an Printing Centers The Do¤an Media Group has six regional printing plants in Turkey, four of which are owned by Hürriyet, functioning as Do¤an Printing Centers which produce the Group’s newspapers. Approximately US$ 45 million has been invested in machinery in the last four years with approximately US$ 30 million to be invested over the next two years. All of the strategically placed printing plants are equipped with modern technology. Additionally, the construction of a new printing facility has been completed during the year 2000. Some of the existing printing presses have been moved to this new facility with the installation of new printing presses to be completed in the second quarter of 2001. newspaper outside of Turkey. In the long run, DMG International will continue to expand its operations into other areas such as broadcasting (and is already in the process of setting up a TV channel), while increasing circulation and advertising revenue. Using modern production management techniques which result in increased efficiency, Do¤an Printing Centers has concentrated on creating more synergy within Do¤an Media Group’s newspapers and coordinating the paper and material purchases, allowing for further cost reduction. Newspapers and Magazines Europe’s Turkish population is the primary target of Do¤an Yay›n Holding. It has an average circulation of 230,000 newspapers daily. The best-selling newspapers include Hürriyet, Milliyet and Fanatik, making the Group the leading publisher of Turkish publications on the continent. do¤an yay›n holding continued DO⁄AN YAYIN HOLDING IN EUROPE Broadcasting Do¤an Media Group International EuroD is the European broadcast of the leading Turkish TV channel, Kanal D. EuroD reaches 4.5 million Turks in Europe and is also broadcast in the USA, Australia, Canada and New Zealand. Do¤an Media Group (DMG) International, a subsidiary established in Germany, has acquired global distribution rights to all of the newspapers published by the Group. Operating as Do¤an Media Group’s gateway to Europe, DMG International was established in 1999 to handle all of Group’s publications targeted toward the expatriot Turkish community in Europe. Headquartered in Frankfurt, it plays an active role in the development of Do¤an Media Group’s business relationships and the continuation of dialogue with the leading media companies in Europe. In Europe, Turkish viewers overwhelmingly choose Turkish broadcasts for the ease of following the news in their native language or for the Turkish pop-music or because they find Turkish programming more meaningful. Television is first choice of Europe’s Turkish population; 97% watch television several times a week and 85% have satellite dishes. Turkish broadcasts account for a 74% market share of Turkish viewers. Currently, there are approximately five million Turks living in Europe and Hürriyet is by far the best selling Turkish 51 placing utmost importance on education socialactivities The Ayd›n Do¤an Foundation is a non-profit organization dedicated to support media studies, encourage the implementation of technological developments and give precedence to cultural events for the advancement of society. It also works toward the improvement of education, public health, scientific research, sports and the economy. The Ayd›n Do¤an Foundation One of Turkey’s largest corporations, the Do¤an Group is made up of two conglomerates, Do¤an fiirketler Grubu Holding and Do¤an Yay›n Holding. Active in business areas that span from media to tourism and from banking to automotives, all companies within the Do¤an Group are cognizant of their position of reliability and trust in the public eye. Established in April 1996, the Ayd›n Do¤an Foundation is a non-profit organization dedicated to support media studies, encourage the implementation of technological developments and give precedence to cultural events for the advancement of society. It also works toward the highest aspirations of the Foundation. To this end, the Foundation has financed the construction of six schools in different parts of Turkey. Built in 1998 at a cost of approximately US$ 2 million, the Ayd›n Do¤an Communications High School was donated to the Ministry of Education. With 17 classrooms, language labs, sports facilities and conference halls, this school serves as a model demonstrating the importance given by Foundation to education and training of individuals for the media industry. The school accepted its alumni in the 1998-1999 calendar year. In 1999, the Foundation donated US$ 3 million to Bosphorus University for the establishment of the Ayd›n Do¤an Institute of Communications Studies, in which improvement of education, public health, scientific research, sports and the economy. academics from local as well as American and English universities were to take the part. Education is of prime importance As part of its social and cultural activities, the Foundation organizes national and international competitions Turkey is a country well adapted to the latest developments in information technology. State-of-the-art technology is used in the preparation and production of newspapers and magazines, as well as radio and television programming. The Ayd›n Do¤an Foundation, which brings together the most prominent names in Turkish journalism, develops, supports and educates people involved in the fast changing media industry. The Foundation places the utmost importance on education. The building of schools and research centers, targeting every step of education, has been among the Drawing the attention of record number of participants each year, the Young Communicators Award is open to the students of Communication Faculties of Turkish universities. In 2000, it hosted approximately 410 competitors. Many promising young people have attained recognition through the Young Communicators Award. Students are requested to submit work in the following fields; Written, Visual, Audio, Advertising, Public Relations and Internet Broadcasting. Jury members are chosen from among the most experienced and well-known journalists 53 within the Do¤an Media Group to evaluate the submissions. The Foundation provides scholarships and other awards to First Prize holders, some of whom are also offered employment in Do¤an Media Group companies. The Award Ceremony takes place in Istanbul with the participation of faculty, students and teachers from all over Turkey and Turkish Republic of Northern Cyprus. Each year, award winning entries are printed in a special book and presented to the students as a memento of their success. Jury members are chosen from globally acknowledged personalities from different disciplines. The evaluation of submitted work is precise and absolutely objective. A special book including the resumes of First Prize recipients and jury members is published every year for this competition; it is distributed to several school libraries around the country. The award ceremony takes place in Istanbul and brings together prestigious scientists, artists, researchers, authors, poets and other distinguished guests. The Communications Faculty of the Aegean University honored the Group’s President, Ayd›n Do¤an, by presenting him with an honorary doctorate for the support he gives to media studies. Cartoons pave the way for fruitful dialogues In today’s world, the importance of tolerance has increased tremendously. At a time when violence seems to accelerate with lightning speed, it becomes the As is the case in many countries around the world, in Turkey it has also become customary to recognize and award works of art, literature and science. Among Turkey’s most prestigious events in the fields of art, culture and humanity, the Ayd›n Do¤an Awards, for the last five years, has been renowned as the largest organization of its kind in the country. As is the case in many countries around the world, in Turkey it has also become customary to recognize and award works of art, literature and science. Among Turkey’s most prestigious events in the fields of art, culture and humanity, the Ayd›n Do¤an Awards, for the last five years, has been renowned as the largest organization of its kind in the country. In its first year, an award was given to the famous novelist, Adalet A¤ao¤lu. Subsequent award winners include Prof. Dr. Do¤an Kuban and Prof. Dr. Emre Kongar, two of leading experts in the area of social and human sciences. Ara Güler, a globally prominent photographer was the recipient of the First Prize for the Visual Arts category in the third year. In 2000, the top prize was presented to the great poet, Melih Cevdet Anday. This year, Prof. Dr. ‹lber Ortayl› received the First Prize for his contribution in the history category. 54 responsibility of each individual to support the spread of tolerance so that both present and future generations may find suitable grounds upon which love, care and respect can flourish. The peaceful coexistence of human beings holding different opinions and different beliefs is surely possible, especially if tolerance and common sense are integral parts of society. Such an atmosphere can be created utilizing a common language as a base. The cartoon is such a base that paves the way for the establishment of fruitful dialogues. With such an aim in mind, the Foundation has organized an annual International Cartoon Competition. More than 4,000 artists from 90 countries with diverse ethnic and cultural backgrounds and varied world perspectives participated in the Ayd›n Do¤an International Cartoon Competition. Following a seventeen year long tradition, the cartoons have been published in a special album and have been distributed worldwide. Republic of Northern Cyprus, Japan and Greece. The exhibitions are good examples of how many nationalities can meet on common ground and bridge cultural differences. This competition’s jury is composed, not only of globally well known individuals, but also of artists from different cultural roots, reflecting the widest range of viewpoints possible. The China Pictorial Agency requested rights to translate, publish and market a collection of some of the cartoons submitted to the Ayd›n Do¤an International Cartoon Competition. This collection will include a speech by the President of Turkey and the top prize winners of the competition. As part of the two-step selection process, the contributed works are first sent to the pre-selection committee where they are evaluated through an open discussion. The selected works are then sent to a panel of judges who submit their choices via secret ballot. A third selection Shimonoseki City Art Museum held an exhibition honoring the 75th anniversary of the foundation of the Turkish Republic. A special book, in Japanese and English, was social activities continued is then made, among the exhibited works, for publication in a special book. Cash prizes are given to the winners of the first three prizes; 12 competitors are also nominated for Honorable Mention. The Awards Ceremony is held every year in the Museum of Art and Sculpture in Ankara. Winning entries are placed on exhibit during the ceremony. The Foundation organizes national and international exhibitions At the request of the Ministry of Foreign Affairs, these works are also exhibited outside of Turkey, functioning as ‘ambassadors of good will.’ The exhibit has aroused great interest as it was shown to the public in the Republic of Moldova, the People's Republic of China, the Turkish published by the museum for this exhibition. The Ayd›n Do¤an Foundation and the Shimonoseki City Art Museum represent yet another example of the increasing cultural ties being built between Turkey and Japan. The Foundation is an organizer of national and international conferences, conventions and seminars attempting to find solutions to problems in economic, social, cultural and scientific fields. It also initiates new research projects in these areas and publishes the results. The Foundation's website is located at www.aydindoganvakfi.org.tr. 55 do¤an flirketler grubu holding a.fl. financial statements consolidated at 31 december 2000 together with independent auditor’s report Baflaran Nas Serbest Muhasebeci Mali Müflavirlik A.fi. a member of PricewaterhouseCoopers BJK Plaza, Süleyman Seba Caddesi No:92 B Blok Kat 9 Akaretler Befliktafl 80680 ‹stanbul - Turkey Telephone: + 90 (212) 259 4980 Facsimile: + 90 (212) 259 4902 AUDITOR’S REPORT To the Board of Directors of Do¤an fiirketler Grubu Holding A.fi. 1. We have audited the accompanying consolidated balance sheet of Do¤an fiirketler Grubu Holding A.fi. ("the Holding") at 31 December 2000 and the related consolidated statements of income and of cash flows for the year then ended, all expressed in the equivalent purchasing power of the Turkish lira as of 31 December 2000. These consolidated financial statements are the responsibility of the Holding's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. 2. We did not audit the financial statements of one Joint Venture, ‹fl Do¤an Petrol Yat›r›mlar› A.fi., the financial statements of which reflect total assets of TL 613,895 billion (15% of total assets before consolidation adjustments) at 31 December 2000, and total net income of TL 4,046 billion (2% of total net income before consolidation adjustments) for the year ended 31 December 2000. These statements were audited by other auditors, whose respective report thereon was made available to us, and our opinion expressed herein, insofar as it relates to the amounts included for the Joint Venture, is based solely on the respective report of other auditors. 3. We conducted our audit in accordance with International Standards on Auditing. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. 4. In our opinion, based on our audit and the report of other auditors, the consolidated financial statements referred to in the first paragraph above present fairly, in all material respects, the consolidated financial position of Do¤an fiirketler Grubu Holding A.fi. at 31 December 2000 and the consolidated results of its operations and its consolidated cash flows for the year then ended in accordance with International Accounting Standards. Without qualifying our opinion we draw attention to the following matters: 5. The consolidated financial statements include the accounts of the Parent Company, its Subsidiaries and Joint Ventures (Note 3). Subsidiaries are companies in which the Holding has power to control the financial and operating policies for the benefit of the Holding through the exercise of voting power relating to shares held by the Holding and its Subsidiaries together with voting power which the Holding effectively exercises relating to shares held by Do¤an family members (the "control basis") or through the actual exercise of dominant influence. Joint Ventures are companies in respect of which there are contractual arrangements through which an economic activity is undertaken subject to joint control by the Holding and its Subsidiaries (through the "control basis") and one or more other parties. In effect the Do¤an family members allow the Holding to exercise the voting power in respect of their shares held in these companies. In the consolidated financial statements, the shares held by Do¤an family members are treated as outside interests. 6. As explained in Note 35 to the consolidated financial statements, on 22 February 2001, due to the turmoil in the Turkish financial sector, the Turkish government concluded that the managed exchange rate was no longer sustainable. The crawlingpeg system, which had limited the depreciation of the local currency, was then abandoned in favour of a free-floating exchange rate. The Turkish lira has depreciated in excess of 85% when compared to the exchange rates prevailing at 31 December 2000 and the prevailing interest rates are high at the date of this report. There is uncertainty as to the effects of the ongoing volatility in the financial markets on the financial condition of the Holding and its future operations and cash flows. 7. As explained in Note 2(b) to the consolidated financial statements, US dollar (US$) amounts shown in the accompanying consolidated financial statements have been included solely for the convenience of the reader of the consolidated financial statements and are translated from Turkish lira ("TL"), as a matter of arithmetic computation only, at the Central Bank of the Republic of Turkey official TL exchange rate of TL 671,765=US$ 1.00 for purchases of US$ on 31 December 2000. Such translations should not be construed as a representation that the TL amounts have been or could be converted into US$ at this or any other rate. As explained in paragraph 6 above, the Turkish lira has depreciated significantly in the subsequent period to the year end. The official exchange rate at 4 July 2001 was TL 1,269,895=US$ 1.00. Baflaran Nas Serbest Muhasebeci Mali Müflavirlik Anonim fiirketi a member of PricewaterhouseCoopers Coflkun fien, SMMM ‹stanbul, 4 July 2001 60 DO⁄AN fi‹RKETLER GRUBU HOLD‹NG A.fi. CONSOLIDATED BALANCE SHEETS AT 31 DECEMBER (Amounts expressed in terms of the purchasing power of the Turkish lira at 31 December 2000, unless otherwise indicated) (Amounts translated into U.S. dollars for convenience purposes only (See note 2 (b)) 2000 2000 1999 Notes US$'000 TL millions TL millions Cash and amounts due from banks 6 1,214,772 816,041,246 535,324,937 Marketable securities 7 651,797 437,854,355 622,549,295 Reserve deposits with the Central Bank of Turkey 8 58,336 39,187,912 35,254,425 Banking loans - current 9 572,989 384,914,063 280,962,899 Trade receivables 10 381,948 256,579,261 134,935,511 Due from related parties 11 58,423 39,246,682 22,750,478 Inventories 12 119,185 80,064,241 32,788,426 Other current assets 13 205,633 138,136,807 85,118,996 3,263,083 2,192,024,567 1,749,684,967 15,551 10,446,872 24,769,914 ASSETS Current assets Total current assets Non-current assets Investments and associates 14 Property, plant and equipment - net 15 550,135 369,561,406 258,485,775 Intangible assets - net 16 588,869 395,581,297 51,384,780 16,700 11,218,403 2,685,664 Total non-current assets 1,171,255 786,807,978 337,326,133 Total assets 4,434,338 2,978,832,545 2,087,011,100 Other non-current assets The accompanying notes form an integral part of these consolidated financial statements. 61 DO⁄AN fi‹RKETLER GRUBU HOLD‹NG A.fi. CONSOLIDATED BALANCE SHEETS AT 31 DECEMBER (Amounts expressed in terms of the purchasing power of the Turkish lira at 31 December 2000, unless otherwise indicated) (Amounts translated into U.S. dollars for convenience purposes only (See note 2 (b)) Notes 2000 US$'000 2000 TL millions 1999 TL millions 17 18 18 19 11 20 21 24 913,498 345,320 924,620 215,178 30,866 27,468 201,336 53,836 613,655,716 231,973,925 621,127,434 144,548,846 20,734,389 18,452,232 135,250,165 36,165,250 586,487,451 208,497,668 471,066,702 57,559,561 32,875,482 16,945,788 98,830,152 4,957,474 2,712,122 1,821,907,957 1,477,220,278 17 22 648,196 92,228 435,435,150 61,955,462 61,646,304 - 25 20 23 24 27,367 3,956 3,882 18,147 793,776 18,384,294 2,657,622 2,607,822 12,190,478 533,230,828 4,261,217 1,641,256 5,122,882 69,621,681 142,293,340 3,505,898 2,355,138,785 1,619,513,618 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Short-term bank borrowings Banking deposits Customer deposits Trade payables Due to related parties Insurance technical reserves - current Other current liabilities Taxes on income Total current liabilities Long-term bank borrowings Debt securities in issue Reserve for employment termination benefits Insurance technical reserves - non-current Other non-current liabilities Deferred tax liabilities - net Total non-current liabilities Total liabilities Minority interest - Do¤an family members - Other 5g 5g 26,625 475,068 17,884,955 319,135,336 10,376,333 204,327,370 Minority interest 5g 501,693 337,020,291 214,703,703 26 26 138,596 164,026 1,665 (4,242) 126,702 93,103,920 110,187,087 1,118,755 (2,849,926) 85,113,633 66,502,800 114,270,172 1,118,755 70,902,052 426,747 286,673,469 252,793,779 4,434,338 2,978,832,545 2,087,011,100 Shareholders' equity Share capital Adjustment to share capital Share premium Translation reserve Retained earnings 27 Total shareholders' equity Total liabilities and shareholders' equity Commitments and contingent liabilities 34 The accompanying notes form an integral part of these consolidated financial statements. 62 DO⁄AN fi‹RKETLER GRUBU HOLD‹NG A.fi. CONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS ENDED 31 DECEMBER (Amounts expressed in terms of the purchasing power of the Turkish lira at 31 December 2000, unless otherwise indicated) (Amounts translated into U.S. dollars for convenience purposes only (See note 2 (b)) Revenues: Non-banking and financial services Banking and financial services Operating expenses: Non-banking and financial services Banking and financial services Operating profit: Non-banking and financial services Banking and financial services Financial income/(expense) - net Other income - net Income from investments and associates Amortisation expense for goodwill Notes 2000 US$'000 2000 TL millions 1999 TL millions 5c 5c 1,693,329 851,739 1,137,518,976 572,168,268 544,182,738 707,032,847 2,545,068 1,709,687,244 1,251,215,585 (1,653,201) (690,565) (1,110,562,548) (463,897,315) (500,924,385) (530,761,971) (2,343,766) (1,574,459,863) (1,031,686,356) 40,128 161,174 26,956,428 108,270,953 43,258,353 176,270,876 201,302 135,227,381 219,529,229 (97,153) 36,663 2,598 (26,322) (65,264,268) 24,628,909 1,745,030 (17,682,385) 2,291,189 4,919,231 (675,000) (12,259,301) 117,088 78,654,667 213,805,348 (942) (632,913) (68,622,614) 116,146 78,021,754 145,182,734 4,659 3,129,792 (59,490,275) 120,805 81,151,546 85,692,459 - - (3,462,141) 120,805 81,151,546 82,230,318 7,952 5,341,640 (114,074) (67,592) (45,406,032) (28,746,974) 61,165 41,087,154 53,369,270 5c 5c 5c 5c 29 16 Income before loss on net monetary position, taxation on income and minority interest Loss on net monetary position Income before taxation on income and minority interest Taxation on income 24 Profit after tax and loss on net monetary position Extraordinary item 30 Income before minority interest Minority interest - Do¤an family members Other Net income Weighted average number (000’s) of shares with face value of TL10,000 value each 4 9,310,392 9,310,392 9,310,392 Basic and diluted earnings per share in full US$ and in TL 4 0.0066 4,413 5,732 The accompanying notes form an integral part of these consolidated financial statements. 63 DO⁄AN fi‹RKETLER GRUBU HOLD‹NG A.fi. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED 31 DECEMBER (Amounts expressed in terms of the purchasing power of the Turkish lira at 31 December 2000, unless otherwise indicated) (Amounts translated into U.S. dollars for convenience purposes only (See note 2 (b)) 2000 US$'000 2000 TL millions 1999 TL millions 116,146 78,021,754 145,182,734 (210,364) 731,715 (348,788) (78,715) (141,315,325) 491,541,248 (234,303,873) (52,877,838) (340,416,679) 619,953,940 (201,403,308) (40,861,102) 209,994 141,065,966 182,455,585 16 (218,971) (11,430) 21,652 (147,097,387) (7,678,243) 14,544,928 (82,530,564) (8,064,294) (5,661,149) 33 53,032 (16,048) (611,505) 64,866 92,790 35,625,110 (10,780,455) (410,787,860) 43,574,647 62,333,227 4,379,300 (11,950,779) (8,840,575) 65,952,788 - (625,614) (420,266,033) (46,715,273) 80,443 (50,793) 40,443 529,862 92,228 (78,755) (6,487) 54,039,747 (34,120,778) 27,168,265 355,942,822 61,955,462 (52,904,569) (4,357,538) 38,097,972 (45,900,131) 239,978,906 (84,739,298) (76,461,164) - Net cash provided by financing activities 606,941 407,723,411 70,976,285 Net (decrease)/increase in cash and cash equivalents 191,321 128,523,344 206,716,597 1,080,946 726,142,288 519,425,691 1,272,267 854,665,632 726,142,288 Notes Net income before taxation and minority interest Adjustments to reconcile net income to net cash provided by operating activities: Cash generated from operations Finance segment interest received Finance segment interest paid Taxes paid 28 Net cash from operating activities Investing activities: Purchase of property, plant and equipment Purchase of intangible assets Purchase of other investments Proceeds from sale of property, plant, equipment and investment Change in other non-current assets and liabilities Acquisition of subsidiaries, net off cash acquired Non-finance segment interest received Net effect of changes in minority shares 5 Net cash used in investing activities Financing activities: Proceeds of issuance of share capital to minority interests Dividends paid to minority interests Net increase in short-term borrowings Net increase in long-term borrowings Proceeds from debt securities in issue Non-finance segment interest paid Effect of changes in shareholding structure Cash and cash equivalents at the beginning of year Cash and cash equivalents at the end of year 5 5 17 22 4 The accompanying notes form an integral part of these consolidated financial statements. 64 65 577,704 (4,660,789) - 110,187,087 1,118,755 1,118,755 The accompanying notes form an integral part of these consolidated financial statements. 93,103,920 - - Disposal of subsidiaries Decrease in retained earnings due to additional subsidiaries consolidated during the year Currency translation differences Transfers Dividends 13,300,560 Increase in share capital 13,300,560 Net income for the year - Balance at 31 December 2000 - 114,270,172 66,502,800 - Balance at 31 December 1999 4,289,154 (14,765,652) - 6,234,638 18,703,912 - 1,118,755 Transfers Dividends Increase in share capital Net income for the year 124,746,670 41,564,250 Share premium TL millions Balance at 1 January 1999 Share capital TL millions Adjustment to share capital TL millions (2,849,926) (2,849,926) - - - - - Translation reserve TL millions 44,026,479 (897,427) 53,369,270 (13,878,264) (8,639,771) - (3,460,111) 17,532,782 65,656,409 (10,523,792) (3,938,260) - (33,661,575) General and legal reserves TL millions (Amounts expressed in terms of the purchasing power of the Turkish lira at 31 December 2000, unless otherwise indicated) CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE YEARS ENDED 31 DECEMBER DO⁄AN fi‹RKETLER GRUBU HOLD‹NG A.fi. 41,087,154 (53,369,270) 41,087,154 - 53,369,270 (65,656,409) 53,369,270 65,656,409 Unappropriated profit TL millions Retained earnings 85,113,633 (897,427) (13,878,264) (8,639,771) 41,087,154 (3,460,111) 70,902,052 (10,523,792) (3,938,260) 53,369,270 31,994,834 Total TL millions 286,673,469 (897,427) (2,849,926) 41,087,154 (3,460,111) 252,793,779 53,369,270 199,424,509 Shareholders' equity TL millions DO⁄AN fi‹RKETLER GRUBU HOLD‹NG A.fi. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER (Amounts expressed in terms of the purchasing power of the Turkish lira at 31 December 2000, unless otherwise indicated) NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS Do¤an fiirketler Grubu Holding A.fi. ("Do¤an Holding" or "the Holding") was established on 22 October 1980 as a corporation to coordinate the activities of and liaise between companies operating in different fields including trade, media, finance and tourism, and is registered in Turkey. Do¤an Holding is owned by members of Do¤an family, Adilbey Holding A.fi. (which is also owned by Do¤an family members) and Ayd›n Do¤an Vakf› as defined in Note 26. The address of the registered office is as follows: Oymac› Sokak No: 51 81190 Altunizade-‹stanbul Do¤an Holding has the following subsidiaries ("the Subsidiaries"). The nature of the business of the Subsidiaries are as follows: Name Türk D›fl Ticaret Bankas› A.fi. ("D›flbank") D›fl Ticaret Factoring A.fi. ("D›fl Factoring") D›fl Ticaret Finansal Kiralama A.fi. ("D›fl Leasing") D›fl Yat›r›m A.fi. ("D›fl Yat›r›m") D›flbank Holding Malta Limited ("D›flbank Malta") D›flbank Nederland N.V. ("D›flbank Nederland") (1) K›br›s D›fl Ticaret Bankas› Offshore Ltd. ("D›flbank K›br›s") Ray Sigorta A.fi.("Ray Sigorta") Do¤an Hayat Sigorta A.fi. ("Do¤an Hayat") Hürriyet Gazetecilik ve Matbaac›l›k A.fi. ("Hürriyet") Milliyet Gazetecilik A.fi. ("Milliyet") Yaysat Yay›n Sat›fl Pazarlama ve Da¤›t›m A.fi. ("Yaysat") Dyg ‹lan ve Reklam Hizmetleri A.fi. ("Dyg ‹lan") Do¤an Ofset Yay›nc›l›k ve Matbaac›l›k A.fi. ("Do¤an Ofset") Do¤an Raks Sat›fl Pazarlama ve Da¤›t›m A.fi. ("Do¤an Raks") Gerçek Yay›nc›l›k A.fi. ("Gerçek Yay›nc›l›k") Do¤an Kitapç›l›k A.fi. ("Do¤an Kitapç›l›k") Do¤an Haber Ajans› A.fi. ("Do¤an Haber") Do¤an Bas›m ve Da¤›t›m ‹flleri A.fi. ("Do¤an Bas›m") Simge Yay›nc›l›k ve Da¤›t›m A.fi. ("Simge") Milliyet Haber Ajans› A.fi. ("Milliyet Haber") Hürriyet TV Film Prodüksiyon ve Haber Ajans› A.fi. ("Hürriyet TV") Mesiar Medya Sigorta Arac›l›k Hizmetleri A.fi. ("Mesiar") Milpa Ticari ve S›nai Ürünler Pazarlama Sanayi ve Ticaret A.fi. ("Milpa") Hürriyet Ticari ve S›nai Ürünler Pazarlama Sanayi ve Ticaret A.fi. ("Hürriyet Pazarlama") Milanur ‹nflaat Pazarlama Turizm Sanayi ve Ticaret Limited fiirketi ("Milanur") Do¤an Otomobilcilik Ticaret ve Sanayi A.fi. ("Do¤an Oto") Do¤an Yay›n Holding A.fi. ("Do¤an Yay›n") Çelik Halat ve Tel Sanayi A.fi. ("Çelik Halat") Ditafl Do¤an Yedek Parça ‹malat ve Teknik A.fi. ("Ditafl Do¤an") Milta Turizm ‹flletmeleri A.fi. ("Milta Turizm") ‹sedafl ‹stanbul Elektrik Da¤›t›m Sanayi ve Ticaret A.fi. ("‹sedafl") Milta Milliyet Seyahat Acenta ‹flletmecili¤i A.fi. ("Milta Acenta") Karada Turizm ‹flletmeleri A.fi. ("Karada") Do¤an Prodüksiyon ve Ticaret A.fi. ("Do¤an Prodüksiyon") ANS Uluslararas› Yap›m Yay›n Reklamc›l›k A.fi. ("ANS") Do¤an ‹letiflim Elektronik Servis Hizmetleri A.fi. ("Do¤an Online") Do¤an Media International GmbH ("DMG") Nature of business Banking Factoring Leasing Brokerage and fund management Holding Banking Banking Insurance Insurance Publishing Publishing Distribution Advertisement Printing Retail Publishing Publishing News Agency Printing Distribution News Agency Visual Production Insurance Agency Trading Segment Finance Finance Finance Finance Finance Finance Finance Finance Finance Media Media Media Media Media Media Media Media Media Media Media Media Media Media Trade Trading Trade Construction Trading Holding Production Production Tourism Energy Tourism Tourism Visual Production Visual Production Internet Distribution Trade Trade Other Other Other Other Other Other Other Media Media Media Media (1) D›flbank Nederland N.V. was established in 1999, but operations commenced in 2000. Therefore D›flbank Nederland N.V. was carried at cost at 31 December 1999, but was consolidated at 31 December 2000. 66 The number of employees of the Holding at 31 December 2000 is 15,626 (1999: 10,812). For the purposes of the segmental information in the accompanying consolidated financial statements, Do¤an Holding’s own unconsolidated financial statements were included in the "other segment" (Note 5). All the Subsidiaries are registered in Turkey except for D›flbank Malta in Malta, D›flbank Nederland N.V. in the Netherlands, D›flbank K›br›s in Turkish Republic of Northern Cyprus and DMG in Germany. However, sales and purchases of the group are principally made in Turkey and no geographic segmental information is considered necessary. Do¤an Holding has the following Joint Ventures ("the Joint Ventures"). All the Joint Ventures are registered in Turkey. The nature of the businesses and for the purpose of the accompanying consolidated financial statements, the respective business segments of the Joint Ventures and Joint Venture Partners are as follows: Joint Nature of Venture Name business Segment Partner Do¤an Burda Rizolli Dergi Yay›nc›l›k ve Pazarlama A.fi. ("Hürgüç") (1) Do¤an ve Egmont Yay›nc›l›k A.fi. ("Do¤an Egmont") Ultra Kablolu Televizyon ve Telekomünikasyon Sanayi ve Ticaret A.fi. ("Ultra Kablo") ‹fl Do¤an Petrol Yat›r›mlar› A.fi. ("‹fl Do¤an") Press Publishing Media Media Burda GmbH Egmont Telecommunication Media Koç Holding A.fi. Distribution of petroleum products Energy T. ‹fl Bankas› A.fi. (1) Ad Yay›nc›l›k A.fi. ("Ad Yay›nc›l›k") was acquired by Do¤an Burda Rizolli Dergi Yay›nc›l›k ve Pazarlama A.fi. in 1999. ‹fl Do¤an acquired 51% of the issued share capital of Petrol Ofisi A.fi. ("POAfi") at the tender held on 3 March 2000 (Note 33). NOTE 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS a) Turkish lira financial statements Do¤an Holding and its Subsidiaries and Joint Ventures maintain their books of account and prepare their statutory financial statements ("Statutory Financial Statements") in Turkish lira in accordance with the Turkish Commercial Code (the "TCC"), tax legislation, and starting from 1 January 1994, the uniform chart of accounts issued by the Ministry of Finance, applicable Turkish insurance laws for insurance companies and banking law for banks; and for listed Subsidiaries only, accounting principles issued by the Turkish Capital Market Board ("CMB Principles"). The accompanying consolidated financial statements are based on the statutory records, which are maintained under the historical cost convention (except for the revaluation of property, plant and equipment as discussed in Note 15), with adjustments and reclassifications including restatement for changes in the general purchasing power of the Turkish lira, for the purpose of fair presentation in accordance with International Accounting Standards ("IAS"). The accompanying consolidated financial statements are prepared in accordance with and comply with International Accounting Standards. The restatement for the changes in the general purchasing power of the Turkish lira as of 31 December 2000 is based on IAS 29 ("Financial Reporting in Hyperinflationary Economies"). IAS 29 requires that financial statements prepared in the currency of a hyperinflationary economy be stated in terms of the measuring unit current at the balance sheet date, and that corresponding figures for previous periods be restated in the same terms. One characteristic that necessitates the application of IAS 29 is a cumulative three-year inflation rate approaching or exceeding 100%. The restatement was calculated by means of conversion factors derived from the Turkish nationwide wholesale price index ("WPI") published by the State Institute of Statistics ("SIS"). Such indices and conversion factors used to restate the accompanying consolidated financial statements as of 31 December 2000 and 1999 are given below: Dates Index 31 December 2000 31 December 1999 2,626.0 1,979.5 Conversion factors 1.000 1.327 67 DO⁄AN fi‹RKETLER GRUBU HOLD‹NG A.fi. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER (Amounts expressed in terms of the purchasing power of the Turkish lira at 31 December 2000, unless otherwise indicated) The main procedures for the above mentioned restatement are as follows: - Financial statements prepared in the currency of a hyperinflationary economy are stated in terms of the measuring unit current at the balance sheet date, and corresponding figures for previous periods are restated in the same terms. - Monetary assets and liabilities which are carried at amounts current at the balance sheet date are not restated because they are already expressed in terms of the monetary unit current at the balance sheet date. - Non-monetary assets and liabilities which are not carried at amounts current at the balance sheet date and components of shareholders' equity are restated by applying the relevant (monthly, yearly average, year end) conversion factors. Additions to property, plant and equipment in the year of acquisition are restated using the relevant conversion factors. - Comparative financial statements are restated using general inflation indices at the currency purchasing power at the latest balance sheet date. - All items in the statements of income are restated by applying the relevant (monthly, yearly average, year end) conversion factors. - The effect of inflation on Do¤an Holding's, the Subsidiaries' and Joint Ventures' net monetary position is included in the statements of income as monetary gain or loss. b) US dollar convenience translation US dollar ("US$") amounts shown in the accompanying consolidated financial statements have been included solely for the convenience of the reader and are translated from Turkish lira ("TL"), as a matter of arithmetic computation only, at the official TL exchange rate for purchases of US dollars announced by the Central Bank of Turkey on 31 December 2000 of TL 671,765 = US$ 1. Such translation should not be construed as a representation that the TL amounts have been or could be converted into US$ at this or any other rate. As further explained in Note 35, the Turkish lira has depreciated significantly in the subsequent period to the year end. The official exchange rate at 4 July 2001 was TL 1,269,895 = US$ 1.00. c) Translation of foreign subsidiary financial statements The assets and liabilities of foreign subsidiaries are translated into Turkish lira using the relevant foreign exchange rates prevailing at the balance sheet date. The income and expense items are translated into Turkish lira using average exchange rates. Exchange differences arising from using closing and average exchange rates are included in the shareholders’ equity as translation reserve. NOTE 3 - BASIS OF CONSOLIDATION a) The consolidated financial statements include the accounts of the parent company, Do¤an Holding, its Subsidiaries and its Joint Ventures ("the Group") on the basis set out in sections (b), (c) and (d) below. Regarding the financial statements of Do¤an Holding and Do¤an Yay›n, reporting dates of these companies are different from the ones included in the consolidation. For the consolidation purposes, Do¤an Holding and Do¤an Yay›n have prepared financial statements as the same date as the financial statements of the companies included in the consolidation which has been prepared as of the date of the consolidated financial statements. The financial statements of the companies included in the consolidation are based on the statutory records, which are maintained under the historical cost convention (except for the revaluation of property, plant and equipment as discussed in Note 15), with adjustments and reclassifications including restatement for changes in the general purchasing power of the Turkish lira, and applying uniform presentation. b) Subsidiaries are companies in which Do¤an Holding has power to control the financial and operating policies for the benefit of Do¤an Holding either (a) through the power to exercise more than 50% voting rights relating to shares in the companies as a result of shares owned directly and indirectly by itself and/or by certain Do¤an family members and companies whereby Do¤an Holding exercises control over the voting rights of (but does not have the economic benefit of) the shares held by them; or (b) although not having the power to exercise more than 50% of the voting rights, through the exercise of actual dominant influence over the financial and operating policies. 68 The table below sets out all Subsidiaries and shows their shareholding structure at 31 December: Name Direct and indirect control by Do¤an Holding and its Subsidiaries (%) 2000 1999 D›flbank 65.00% D›fl Factoring 100.00% D›fl Leasing 100.00% D›fl Yat›r›m 100.00% D›flbank Malta 100.00% D›flbank Nederland 100.00% D›flbank K›br›s 100.00% Ray Sigorta 66.15% Do¤an Hayat 100.00% Hürriyet 66.63% Milliyet 74.47% Yaysat 75.00% Dyg ‹lan 99.98% Do¤an Ofset 99.77% Do¤an Raks 91.76% Gerçek Yay›nc›l›k 99.94% Do¤an Kitapç›l›k 99.90% Do¤an Haber (1) 42.58% Do¤an Bas›m 100.00% Simge 42.80% Milliyet Haber 100.00% Hürriyet TV 99.92% Mesiar 92.00% Milpa 65.00% Hürriyet Pazarlama 45.00% Milanur 50.00% Do¤an Oto 95.00% Do¤an Yay›n 76.57% Çelik Halat 58.44% Ditafl Do¤an 50.93% Milta Turizm 93.00% ‹sedafl (1) 40.00% Milta Acenta 94.00% Karada 51.00% Do¤an Prodüksiyon 96.00% ANS 70.00% Do¤an Online 60.00% DMG 98.00% Do¤an Bilgi Teknolojileri A.fi. ("Do¤an Bilgi") (2) Posta Ticari ve S›nai Ürünler Pazarlama Sanayi ve Ticaret A.fi. ("Posta") (2) Zigana Elektrik Da¤›t›m Sanayi ve Ticaret A.fi. ("Zigana") (2) - Control through shares held by Do¤an family members (%) 2000 1999 Total controlling interest (%) 2000 1999 Total effective interest (%) 2000 1999 65.00% 99.30% 100.00% 100.00% 88.00% 100.00% 100.00% 60.51% 100.00% 66.63% 74.47% 75.00% 94.98% 99.78% 81.23% 99.94% 99.90% 31.25% 100.00% 56.00% 99.92% 92.00% 70.00% 45.00% 50.00% 95.00% 76.57% 47.18% 50.93% 93.00% 40.00% 94.00% 82.43% - 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.67% 0.00% 0.00% 0.00% 0.00% 0.04% 0.10% 0.00% 0.00% 57.20% 0.00% 0.00% 0.00% 0.50% 55.00% 50.00% 5.00% 3.37% 4.00% 0.00% 5.00% 5.00% 6.00% 46.93% 0.00% 0.00% 40.00% 2.00% 0.00% 0.70% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.67% 0.00% 0.00% 0.00% 0.00% 0.05% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.50% 55.00% 0.00% 5.00% 7.43% 4.00% 0.00% 5.00% 5.00% 6.00% 0.00% - 65.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 66.15% 100.00% 66.63% 75.14% 75.00% 99.98% 99.77% 91.76% 99.98% 100.00% 42.58% 100.00% 100.00% 100.00% 99.92% 92.00% 65.50% 100.00% 100.00% 100.00% 78.96% 62.44% 50.93% 98.00% 45.00% 100.00% 97.93% 96.00% 70.00% 100.00% 100.00% 65.00% 100.00% 100.00% 100.00% 88.00% 100.00% 100.00% 60.51% 100.00% 66.63% 75.14% 75.00% 94.98% 99.78% 81.23% 99.99% 99.90% 31.25% 100.00% 56.00% 99.92% 92.00% 70.50% 100.00% 50.00% 100.00% 84.00% 51.18% 50.93% 98.00% 45.00% 100.00% 82.43% - 60.80% 59.71% 60.80% 60.80% 62.91% 60.80% 60.80% 41.31% 78.96% 51.02% 62.76% 51.04% 62.83% 62.38% 68.90% 50.99% 64.00% 28.47% 51.02% 28.73% 53.76% 50.98% 49.93% 65.00% 22.96% 32.50% 95.00% 76.57% 54.52% 39.91% 93.00% 40.00% 87.42% 25.72% 61.21% 53.60% 45.94% 67.37% 61.40% 72.89% 61.43% 61.39% 68.31% 61.39% 60.80% 50.05% 81.23% 51.02% 62.76% 48.45% 63.21% 61.97% 61.17% 50.99% 64.00% 19.81% 51.02% 53.92% 50.98% 47.66% 70.00% 22.96% 35.00% 95.00% 76.57% 42.06% 41.48% 93.00% 40.00% 87.42% 76.66% - 95.00% - 3.75% - 98.75% - 95.00% 80.00% - 20.00% - 100.00% - 66.30% 65.00% - 5.00% - 70.00% - 65.00% 69 DO⁄AN fi‹RKETLER GRUBU HOLD‹NG A.fi. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER (Amounts expressed in terms of the purchasing power of the Turkish lira at 31 December 2000, unless otherwise indicated) (1) The controlling interest in these subsidiaries is less than 50%; however Do¤an Holding exercises a dominant influence and power to govern the financial and operating policies of these companies. (2) Subsidiaries over which Do¤an Holding has controlling interest of more than 50% have not been consolidated on the ground of materiality, since the results of these companies have an insignificant impact on the consolidated net worth, financial position and results of the Group. The balance sheets and the statements of income of the Subsidiaries are consolidated on a line-by-line basis and the carrying value of the investment held by Do¤an Holding and its Subsidiaries is eliminated against the related shareholders' equity. Intercompany transactions and balances between Do¤an Holding and its Subsidiaries are eliminated on consolidation. The cost of, and the dividends arising from, shares held by Do¤an Holding in its Subsidiaries are eliminated from shareholders' equity and income for the year, respectively. c) Joint Ventures are companies in respect of which there are contractual arrangements through which an economic activity is undertaken subject to joint control by Do¤an Holding and one or more other parties. Do¤an Holding exercises such joint control through the power to exercise voting rights relating to shares in the companies as a result of shares owned directly and indirectly by itself and/or by certain Do¤an family members and companies whereby Do¤an Holding exercises control over the voting rights of (but does not have the economic benefit of) the shares held by them. Joint Ventures are consolidated using the proportionate consolidation method, i.e. by consolidating the Group's share of assets, liabilities, income and expenditure of each Joint Venture on a line-by-line basis (Note 5). The table below sets out the Joint Ventures and shows their shareholding structure at 31 December: Name Do¤an Burda Rizolli Do¤an Egmont Ultra Kablo ‹fl Do¤an Direct and indirect control by Do¤an Holding and its Subsidiaries (%) 2000 1999 Control through shares held by Do¤an family members (%) 2000 1999 Total controlling interest (%) 2000 1999 Total effective interest (%) 2000 1999 40.72 50.00 50.00 48.00 2.02 2.00 42.74 50.00 50.00 50.00 31.18 38.29 38.29 47.61 54.48 50.00 33.33 - 10.40 - 64.88 50.00 33.33 - 41.17 38.29 17.00 - d) Associates are companies, not being subsidiaries or joint ventures, in which Do¤an Holding and its Subsidiaries (through the exercise of voting power relating to shares held by Do¤an Holding and its Subsidiaries together with voting power which Do¤an Holding effectively exercises relating to shares held by Do¤an family members) have controlling interests of between 20% and 50% of the ordinary share capital held for the long-term and over which Do¤an Holding exercises a significant influence. In effect Do¤an family members allow Do¤an Holding to exercise the voting power in respect of their shares held in these companies. Associates are accounted for using the equity method of accounting in respect of Do¤an Holding and its Subsidiaries’ attributable share. Simge, which was an Associate of the Group at 31 December 1999, has been considered as a subsidiary at 31 December 2000, due to a change in shareholding structure. e) The investments, in which the Group together with Do¤an family members, have controlling interests below 20%, or over which the Holding does not exercise a significant influence, are carried at cost and restated to the equivalent purchasing power at 31 December 2000 less any provision for diminution in value (Note 14). The investments in which the Group together with Do¤an family members, have attributable interests of 20% or more, which are either immaterial, or where a significant influence is not exercised by Do¤an Holding, are carried at cost and restated to the equivalent purchasing power at 31 December 2000. These companies have not been equity accounted for due to the insignificance of their combined impact on the net worth, financial position and results of Do¤an Holding (Note 14). f) The results of Subsidiaries are included or excluded from their effective dates of acquisition and disposal, respectively. The minority shareholders' share in the net assets and results for the year for Subsidiaries are separately classified in the consolidated balance sheets and statements of income as minority interest. 70 Certain Do¤an family members and companies controlled by them who are shareholders’ of Do¤an Holding have interests in the share capital of certain Subsidiaries. In the consolidated financial statements, their interests are treated as minority interest and are not included in the Group's net assets and profits attributable to shareholders of Do¤an Holding. NOTE 4 - SUMMARY OF SIGNIFICANT RELEVANT ACCOUNTING POLICIES Where necessary, accounting policies for Subsidiaries have been changed to ensure consistency with the policies adopted by the Holding. The significant accounting policies followed in the preparation of the accompanying consolidated financial statements are summarised below: Related parties For the purpose of the accompanying consolidated financial statements, shareholders, key management personnel and Board members, in each case together with their families and companies controlled by or affiliated with them, investments and joint venture partners are considered and referred to as related parties. A number of transactions are entered into with related parties in the normal course of business. These transactions were priced predominantly at market rates (Note 11). Marketable securities In the finance segment, investment securities include debt and equity securities which management intends to hold until maturity and are stated at cost as adjusted for the amortisation of premiums or discounts on purchases over the period to maturity. Interest earned on investment securities, including gains from equity securities for which the bank holds option contracts, are reported as interest income. The gains from equity securities represent the difference between the purchase price of the equities and the strike price of the related put and call options and are amortised to income over the life of the option contract on a straight-line basis. Investment securities include securities sold under repurchase agreements. Dealing securities are stated at fair value based on quoted market prices. All gains and losses realised and unrealised from trading in dealing securities are reported in net trading income. Interest earned with holding dealing securities is reported as interest income. Other marketable securities in other segments are also stated at the lower of cost or market value (Note 7). In the finance segment securities sold under sale and repurchase agreements ("repos") are retained in the financial statements and the counterparty liability is included in deposits from banks or customers as appropriate. Securities purchased under agreements to resell ("reverse repos") are recorded as placement with other banks. The difference between sale and repurchase price is treated as interest and accrued evenly over the life of the repo agreements. Marketable securities, where original maturity at the time of purchase is less than three months, are considered as cash equivalents for the purposes of the statements of cash flows. Provision for loan losses and for doubtful receivables Banking A specific credit risk provision for loan impairment is established for the Subsidiaries in the finance segment to provide for management’s estimate of credit losses as soon as the recovery of an exposure is identified as doubtful. The level of the provision is based on the internal regulations of the banks which requires a classification to loans under follow-up and a full provision for the outstanding balance of the loan if the payment of interest is overdue for more than thirty days. A general provision for loan impairment is established to cover losses that are judged to be present in the leading portfolio at the balance sheet date, but which have not been specifically identified as such. The provision for loan impairment is based on an analysis of internal credit gradings allocated to borrowers, refined to reflect the economic climate in the markets in which the Subsidiaries in the finance segment operates. The movement in provision is charged against the income for the year. When a loan is deemed uncollectable, it is written off against the related provision for impairment. The loan is written off after all the necessary legal proceedings have been completed and the amount of the loan loss is finally determined. Subsequent recoveries are credited to the income statement if previously written off. Foreign currency indexed loans are recognised at their initial Turkish lira values and subsequent foreign currency gains calculated on such loans are included in interest income on loans in the income statement. 71 DO⁄AN fi‹RKETLER GRUBU HOLD‹NG A.fi. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER (Amounts expressed in terms of the purchasing power of the Turkish lira at 31 December 2000, unless otherwise indicated) Other The provision for other doubtful receivables is based on management's evaluation of the receivable, including such factors as the volume and type of receivable outstanding, collateral obtained, past experience and economic conditions (Note 10). Inventory valuation Inventories are valued at the lower of cost or net realisable value, restated to equivalent purchasing power at 31 December 2000. Cost elements included in inventory are materials, labour and an appropriate amount of factory overheads. Cost of inventories is determined on the weighted average basis (Note 12). Net realisable value is the estimate of the selling price in the ordinary course of business, less the costs of completion and selling expenses. Property, plant and equipment and related depreciation Property, plant and equipment are initially carried at cost less accumulated depreciation, in each case restated to equivalent purchasing power at 31 December 2000. Land and buildings of POAfi, the subsidiary of ‹fl Do¤an, are shown at fair value based on valuations by external independent valuers, less subsequent depreciation. Depreciation is provided on the restated amounts for property, plant and equipment on a straight-line basis. Land is not depreciated as it is deemed to have an indefinite life. The depreciation periods for property, plant and equipment, which approximate the economic useful lives of such assets, are as follows: Buildings Land improvements Machinery and equipment Furniture and fixtures Motor vehicles 25 5 5 4 - 50 50 15 15 10 years years years years years Gains or losses on disposals of property, plant and equipment with respect to their restated amounts are included in the related income and expense accounts, as appropriate. Expenses for the repair of property, plant and equipment are normally charged against income. They are, however, capitalised in exceptional cases if they result in an enlargement or substantial improvement of the respective assets. Leases Leases of property, plant and equipment where the Group has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the inception of the lease at the lower of the fair value of the leased property or the present value of the minimum lease payments. The property, plant and equipment acquired under finance leases is depreciated over the shorter of the useful life of the asset or the lease term. Lease payments are treated as comprising capital and interest elements. The capital element is treated as reducing the capitalised obligation under the lease and the interest element is charged to the statement of income. Depreciation on the relevant asset is also charged to the statement of income over a period depending on the useful life of the asset. Leases where a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the lease. Intangible assets Intangible assets comprise acquired intellectual property, trademarks and other identified rights. They are recorded at acquisition cost and amortised on a straight-line basis over their estimated economic lives for a period not exceeding 10 years from date of acquisition (Note 16). Deferred income taxes Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Currently enacted tax rates are used to determine deferred income tax. 72 Under this method the Group is required to make provision for deferred income taxes on the restatement of certain assets and, in relation to an acquisition, on the difference between the fair values of the net assets acquired and their tax base. The principal temporary differences arise from the restatement of property, plant and equipment and inventory over their historical cost, accrued income, provision for employment termination benefits, provision for promotion campaigns and tax losses carried forward. Deferred tax liabilities are recognised for all taxable temporary differences, where deferred tax assets resulting from deductible temporary differences are recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary difference can be utilised (Note 24). Deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority and deferred tax assets and liabilities are offset accordingly. Leases - the Group as lessor Assets leased to customers under agreements which transfer substantially all the risks and rewards associated with ownership, other than legal title, are classified as finance leases. The net investment in finance leases represents total minimum lease payments less gross earnings allocated to future periods, and is included in other current assets. Income from finance leases is credited to the statement of income using the actuarial after tax method and sum of the digits method to give a periodic rate of return on the net cash investment. Employment termination benefits Employment termination benefits represent the present value of the estimated total reserve of the future probable obligation of the Group arising from the retirement of the employees calculated in accordance with the Turkish Labour Law and Press Labour Laws for the companies in media segment (Note 25). Computer software development costs Generally, costs associated with developing computer software programs are recognised as expense as incurred. However, expenditure that enhances and extends the benefits of computer software programs beyond their original specifications and lives is recognised as a capital improvement and added to the original cost of the software. Computer software development costs recognised as assets are amortised using the straight-line method over their useful lives but not exceeding a period of five years, or over the period of the lease if less than five years. Foreign currency transactions Income and expenses arising in foreign currencies have been translated at the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies have been translated into Turkish lira at the exchange rates prevailing at the balance sheet dates. Exchange gains or losses arising from settlement and translation of foreign currency items have been included in the consolidated statements of income. Goodwill Goodwill represents the difference between the acquisition price and the attributable share of the Group in the fair value of the underlying net assets of the acquired company. The fair value of property, plant and equipment of POAfi was assessed as of 15 December 2000 by P&D Gayrimenkul Dan›flmanlar› in association with Healey&Baker and is assumed to have had the same fair value as at date of acquisition on 21 July 2000. Goodwill is amortised using the straight-line method over the estimated useful life of 5 to 20 years and is included in intangible assets (Notes 16 and 33). Revenue recognition Finance Banking Interest income is recorded on an accrual basis. Interest is suspended where due but not received on loans and advances in arrears where, in the opinion of management, recovery is doubtful. The amounts suspended, less recoveries of amounts suspended in prior years, are excluded from interest receivable on loans and advances. Commission income and fees for various banking services are recorded as income at the date when the transactions to which they relate at effected. 73 DO⁄AN fi‹RKETLER GRUBU HOLD‹NG A.fi. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER (Amounts expressed in terms of the purchasing power of the Turkish lira at 31 December 2000, unless otherwise indicated) Insurance A provision for unearned premiums is set up in respect of in-force policies for which the premium period extends beyond the accounting period. Unearned premiums are determined from premiums written during the year, less reinsurance, on the basis that premiums are written on the middle day of each month (Note 20). Life: Premium income represents premiums accrued on policies issued during the year, as adjusted by the reserve for unearned premiums for annual life policies. Non-Life: Premium income represents premiums on policies written during the year, net of taxes and cancellations, as adjusted by the reserve for unearned premiums. Other Sales are recognised on an accrual basis at the time deliveries or acceptances are made, at the invoiced values for Subsidiaries operating in the media, trading and other segments. Net sales represent the invoiced value of goods shipped less sales returns and commission, and excluding sales taxes. Interest income is recognised as it accrues, taking into account the effective yield on the asset, unless collectibility is in doubt. Insurance reserves Life assurance provision The Subsidiaries dealing in life assurance are required to establish benefit reserves which in the aggregate must be sufficient to provide for future guaranteed benefits as they become due. The life assurance provision is based on the level of premiums (as adjusted by commission), and administrative expenses and risk premiums that are computed on the basis of worldwide actuarial mortality assumptions applicable for Turkish insurance companies as approved by the Insurance Supervisory Office. The life assurance provision also takes account of the net rate of return on investments. Claims and claim provisions Non-life insurance claims are recorded in the period in which they occur, based on reported claims or on the basis of estimates when not reported. Differences between estimates at the end of successive accounting periods are recognised in claims expenses for the periods in which these differences are identified. Full provision is made for outstanding claims, including claim settlements, reported at the year end. Incurred but not reported ("IBNR") claims are included under claim provisions. Capital increases Pro-rata capital increases to existing shareholders are accounted for at par value as approved. Research and development costs Research and development costs are recognised and expensed in the income statement in the period in which they are incurred. Expense accrual for promotion materials Expense accrual for promotion materials includes the purchase cost and the value added tax of the promotion materials related to ongoing campaigns. Dividends Dividends receivable are recognised as income in the period when they are declared and dividends payable are recognised as an appropriation of profit in the period in which they are declared. 74 Barter agreements Purchases related to barter agreements are recorded at purchase date and revenue is recorded at the time of publication. Investment grants The Group has right to exercise investment grants when the investment incentive certificate is approved by the related authorities. The Group does not reflect these investment grants in the statutory financial statements but only has right to deduct the amounts approved from the project costs from the corporate tax base subject to fulfilling the requirements regarding completion of the investment (Note 32). Forward foreign exchange contracts Forward foreign exchange contracts which are entered into hedges against foreign currency loans and borrowings, are treated as spot exchange contracts and are recorded rate at the date of the contract; discounts or premiums are recognised in the statement of income over the life of the contract. Cash and cash equivalents Cash and cash equivalents include cash and amounts due from banks, and marketable securities with maturity periods of less than three months. Analysis of cash and cash equivalents included in the consolidated statements of cash flows for the years ended 31 December are as follows: 2000 TL millions 1999 TL millions 816,041,246 535,324,937 38,624,386 190,817,351 854,665,632 726,142,288 Cash and cash equivalents: Cash and amounts due from banks Marketable securities, where original maturity is less than three months Financial instruments and financial risk management The Group's activities expose it to a variety of financial risks, including the effects of changes in debt and equity market prices, foreign currency exchange rates and interest rates. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. Foreign exchange risk Foreign currency denominated assets and liabilities together with purchase and sale commitments in the banking sector give rise to foreign exchange exposure. Open exchange exposures are hedged with derivative financial instruments which primarily include forward foreign exchange contracts. All forward contracts hedging foreign exchange risk have a duration of less than a year. Interest rate risk The Group is exposed to interest rate risk through the impact of rate changes on interest bearing liabilities and assets. These exposures are managed by using natural hedges that arise from offsetting interest rate sensitive assets and liabilities. Funding risk The ability to fund the existing and prospective debt requirements is managed by maintaining the availability of adequate committed funding lines from high quality lenders. 75 DO⁄AN fi‹RKETLER GRUBU HOLD‹NG A.fi. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER (Amounts expressed in terms of the purchasing power of the Turkish lira at 31 December 2000, unless otherwise indicated) Credit risk Ownership of financial assets involves the risk that counterparties may be unable to meet the terms of their agreements. These risks are monitored by credit ratings and limiting the aggregate risk to any individual counterparty. The credit risk is generally highly diversified due to the large number of entities comprising the customer bases and their dispersion across many different industries. Fair value of financial instruments Fair value is the amount at which a financial instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation, and is best evidenced by a quoted market price, if one exists. The estimated fair values of financial instruments have been determined by the Group using available market information and appropriate valuation methodologies. However, judgement is necessarily required to interpret market data to estimate the fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Group could realise in a current market exchange. The following methods and assumptions were used to estimate the fair value of the financial instruments for which it is practicable to estimate fair value: Monetary Assets The fair values of balances denominated in foreign currencies, which are translated at year end exchange rates, are considered to approximate to carrying value. The fair values of certain financial assets carried at cost, including cash and amounts due from banks, deposits with banks, and marketable securities plus the respective accrued interest are considered to approximate their respective carrying values due to their short-term nature and negligible credit losses. The fair value of loans and consumer loans are also considered to approximate carrying value and the fair value of the loan portfolio is estimated by assessing the risk components of the portfolio. The carrying values of trade receivables along with the related allowances for uncollectability are estimated to be their fair values. The fair value of marketable securities which has been determined by reference to market value, approximates to carrying value. Monetary liabilities The fair value of customer deposits, funds borrowed and other monetary liabilities are considered to approximate their respective carrying values due to their short-term nature. Trading liabilities, derivatives and foreign exchange instruments, have been estimated at their fair values. Long-term borrowings which, in principle at variable rates, are denominated in foreign currencies are translated at year-end exchange rates and accordingly their fair values approximate their carrying values. The carrying values of long-term borrowings in Turkish lira along with the related accrued interest is estimated to be their fair values. Earnings per share Earnings per share disclosed in the accompanying consolidated statement of income are determined by dividing net profit by the weighted average number of shares in existence during the year concerned. In Turkey, companies can increase their share capital by making a pro-rata distribution of shares ("Bonus Shares") to existing shareholders from retained earnings and revaluation surplus. For the purpose of earnings per share computations, the weighted average number of shares outstanding during the year has been adjusted in respect of bonus share issues without a corresponding change in resources, by giving them retroactive effect for the year in which they were issued and each earlier year. Bonus shares issued during the year were as follows: 76 Number of shares issued attributable to transfers to share capital from: Year Retained earnings Revaluation surplus Total 2000 1999 1,481,720,200 918,099,262 1,178,391,800 1,575,755,700 2,660,112,000 2,493,854,962 There was no difference between basic and diluted earnings per share for any class of shares for any of these years. Minority Interests Minority interest represent the minority shareholders’ share in the net assets and results of the year for subsidiaries and is separately classified in the consolidated balance sheets and statements of income. Minority interest attributable to Do¤an family members have been identified as separately disclosed. Comparatives Where necessary, comparative figures have been reclassified to conform with changes in presentation in the current year so that the reclassification will result in a more appropriate presentation of events or transactions. Change in accounting estimate For the periods ending prior to 1 January 2000, the subsidiary dealing in non-life insurance business, accounted for an equalisation provision against earthquake risks derived from the portion of net retained fire and engineering premiums. If an equalisation provision would have been provided on the same basis of the prior year’s provision, the net income for the year would decrease by TL 347,270 million. NOTE 5 - SEGMENTAL INFORMATION a) External revenues Finance Media Trade Energy Other 2000 TL millions 1999 TL millions 572,168,268 432,415,815 86,708,928 575,686,173 42,708,060 707,032,847 397,036,477 108,729,109 38,417,152 1,709,687,244 1,251,215,585 2000 TL millions 1999 TL millions 108,270,953 16,878,445 (8,635,250) 26,206,427 (7,493,194) 176,270,876 42,046,125 10,198,794 (8,986,566) 135,227,381 219,529,229 b) Operating profit Finance Media Trade Energy Other 77 Operating profit/(loss) Administrative expenses Selling and distribution expenses Profit elimination 108,270,953 (114,693,600) 932,043 222,032,510 573,571,921 Revenues Gross profit 572,168,268 1,403,653 External revenues Inter segment revenues (351,539,411) 583,009,949 Combined revenues Cost of sales 572,168,268 9,438,028 1,403,653 External revenues Intra segment revenues Inter segment revenues Finance TL millions c) Segmental analysis for the year ended 31 December 2000 16,878,445 (44,924,724) (83,434,240) 18,385,876 126,851,533 (313,033,074) 439,884,607 432,415,815 7,468,792 614,289,027 432,415,815 174,404,420 7,468,792 Media TL millions (8,635,250) (6,659,980) (4,426,044) (9,151,808) 11,602,582 (89,922,330) 101,524,912 86,708,928 14,815,984 101,531,675 86,708,928 6,763 14,815,984 Trade TL millions 26,206,427 (9,349,162) (243,482) (153,598) 35,952,669 (539,928,725) 575,881,394 575,686,173 195,221 575,881,394 575,686,173 195,221 Energy TL millions (7,493,194) (14,868,328) (2,774,754) (4,406,097) 14,555,985 (33,445,439) 48,001,424 42,708,060 5,293,364 48,544,811 42,708,060 543,387 5,293,364 Other TL millions (Amounts expressed in terms of the purchasing power of the Turkish lira at 31 December 2000, unless otherwise indicated) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER DO⁄AN fi‹RKETLER GRUBU HOLD‹NG A.fi. - - - 29,177,014 (29,177,014) (29,177,014) - - Inter segment Elimination TL millions 135,227,381 (190,495,794) (90,878,520) 5,606,416 410,995,279 (1,298,691,965) 1,709,687,244 1,709,687,244 - 1,923,256,856 1,709,687,244 184,392,598 29,177,014 Total TL millions 79 262,398,637 (84,086,705) (2,041,056) 176,270,876 Administrative expenses Selling and distribution expenses Profit elimination Operating profit/(loss) 710,084,184 Revenues Gross profit 707,032,847 3,051,337 External revenues Inter segment revenues (447,685,547) 716,302,669 Combined revenues Cost of sales 707,032,847 6,218,485 3,051,337 External revenues Intra segment revenues Inter segment revenues Finance TL millions Segmental analysis for the year ended 31 December 1999 42,046,125 (35,074,214) (86,734,663) 12,380,493 151,474,509 (250,150,769) 401,625,278 397,036,477 4,588,801 589,655,877 397,036,477 188,030,599 4,588,801 Media TL millions 10,198,794 (8,355,202) (3,998,463) (9,538,520) 32,090,979 (90,305,251) 122,396,230 108,729,109 13,667,121 122,398,741 108,729,109 2,511 13,667,121 Trade TL millions - - - - - - - - Energy TL millions (8,986,566) (17,632,463) (2,329,265) (2,780,835) 13,755,997 (28,564,713) 42,320,710 38,417,152 3,903,558 42,597,270 38,417,152 276,560 3,903,558 Other TL millions - - - 25,210,817 (25,210,817) (25,210,817) - - Inter segment Elimination TL millions 219,529,229 (145,148,584) (93,062,391) (1,979,918) 459,720,122 (791,495,463) 1,251,215,585 1,251,215,585 - 1,470,954,557 1,251,215,585 194,528,155 25,210,817 Total TL millions DO⁄AN fi‹RKETLER GRUBU HOLD‹NG A.fi. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER (Amounts expressed in terms of the purchasing power of the Turkish lira at 31 December 2000, unless otherwise indicated) d) Segment assets employed 2000 TL millions 1999 TL millions Finance Media Trade Energy Other 1,779,716,971 469,248,493 142,359,593 601,065,476 886,117,952 1,539,051,716 390,599,504 142,226,307 597,375,273 Total combined 3,878,508,485 2,669,252,800 Less: segment elimination (899,675,940) (582,241,700) Total assets as per these accompanying consolidated financial statements Net assets 2,978,832,545 2,087,011,100 279,735,288 234,840,665 72,950,751 237,494,967 590,671,452 210,409,368 218,429,415 68,459,663 489,513,168 1,415,693,123 986,811,614 (1,129,019,654) (734,017,835) Shareholders’ equity 286,673,469 252,793,779 Minority interest Total net assets as per these accompanying consolidated financial statements 337,020,291 214,703,703 623,693,760 467,497,482 2000 TL millions 1999 TL millions 26,507,005 68,286,530 1,999,264 2,828,447 3,600,826 103,222,072 20,318,830 42,755,653 697,755 8,716,700 72,488,938 11,002,432 28,110,189 1,575,732 667,705 3,412,049 44,768,107 6,609,446 16,858,453 3,463,408 5,822,506 32,753,813 Total assets Finance Media Trade Energy Other Total combined Less: segment elimination e) Capital expenditures and depreciation Capital expenditures Finance Media Trade Energy Other Depreciation charge Finance Media Trade Energy Other 80 f) Interest in Joint Ventures Aggregate amounts of current assets, non-current assets, current liabilities, non-current liabilities and net income related to Joint Ventures, which are proportionately consolidated as explained under Note 3c in the accompanying consolidated financial statements, are as follows on a combined basis: 2000 1999 TL millions TL millions Current assets Non-current assets Total assets 179,662,047 435,171,167 614,833,214 4,507,778 7,230,243 11,738,021 Current liabilities Non-current liabilities Shareholders' equity Total liabilities and shareholders' equity 139,961,935 295,032,692 179,838,587 614,833,214 3,542,917 1,123,793 7,071,311 11,738,021 Revenues Gross profit Net income 589,196,724 28,265,704 4,876,801 14,116,556 2,660,850 1,653,803 g) Minority interest 2000 Media Finance Trade Energy Other Do¤an family members TL millions Other TL millions 1,670,213 10,108 1,441,350 14,763,284 17,884,955 71,010,310 116,257,177 21,841,682 64,860,622 45,165,545 319,135,336 1999 Total TL millions Do¤an family members TL millions Other TL millions Total TL millions 72,680,523 116,267,285 23,283,032 64,860,622 59,928,829 337,020,291 (13,257) 453,878 9,935,712 10,376,333 73,572,535 71,127,294 19,092,621 40,534,920 204,327,370 73,559,278 71,127,294 19,546,499 50,470,632 214,703,703 Changes in minority interest during 2000 and 1999 are as follows: 2000 1999 1 January TL millions Increase in share capital TL millions Translation reserve TL millions Increase in minority interest due to additional subsidiaries consolidated during the year 214,703,703 193,644,814 54,039,747 38,097,972 (1,630,558) - 5,762,799 - Acquisition of new subsidiaries’ shares TL millions Payments of dividends TL millions Net income for the year TL millions 31 December TL millions 58,200,986 - (34,120,778) (45,900,131) 40,064,392 28,861,048 337,020,291 214,703,703 81 DO⁄AN fi‹RKETLER GRUBU HOLD‹NG A.fi. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER (Amounts expressed in terms of the purchasing power of the Turkish lira at 31 December 2000, unless otherwise indicated) NOTE 6 - CASH AND AMOUNTS DUE FROM BANKS The analysis of cash and amounts due from banks at 31 December 2000 and 1999 are as follows: 2000 Other TL millions Total TL millions Banking TL millions 1999 Other TL millions Total TL millions Cash in hand 6,731,829 Banks- demand deposits 15,019,346 - time deposits 3,079,595 - repurchase agreements with banks 169,513,284 Placements with banks 315,175,951 Margin calls with foreign banks 106,404,427 Interbank money market placements 30,529,840 Loans and advances to other banks 1,682,108 Cheques 527,872 Blocked bank accounts - 1,221,722 19,418,892 77,795,896 7,953,551 34,438,238 80,875,491 8,133,677 22,578,675 7,575,299 610,996 7,931,081 45,606,056 8,744,673 30,509,756 53,181,355 39,937,418 - 209,450,702 315,175,951 106,404,427 150,341,555 222,180,543 - 20,255,418 - 170,596,973 222,180,543 - - 30,529,840 46,164,939 - 46,164,939 1,604,214 27,398,852 1,682,108 2,132,086 27,398,852 1,596,223 914,696 - 616,938 818,841 1,596,223 1,531,634 818,841 648,664,252 167,376,994 816,041,246 459,485,607 75,839,330 535,324,937 Banking TL millions Time deposits are all short-term maturing within one year. At 31 December 2000, interest rates for local currency time deposit are between 32% and 140% (1999: 46%-118%) and interest rates for foreign currency time deposits are between 7% and 22% (1999: 7%-17%). Repurchase agreements with banks consist of Turkish government bonds and treasury bills held for resale to banks under reverse repurchase agreements. These are all short-term with periods of less than three months. Interest rates on reverse repurchase agreements ranged between 50-242% in 2000 (1999: 58-180%). The market values of such securities approximated carrying values, including accrued income at the respective year ends. Interest rates for placements with other banks ranged between 81% and 250% for local currency placements (1999: 61%-150%) and 7% and 26% (1999: -) for foreign currency placements. All Interbank money market placements are denominated in foreign currency and related interest rates are between 11% and 45% per annum during 2000 (1999: 6%-9%). As discussed in Note 32, margin call deposits with foreign banks relate mainly to swap agreements signed with certain counterparties. At 31 December 2000, Subsidiaries in insurance sector deposits investments amounting to TL 5,402,539 million (1999: TL 818,841 million) in a blocked account with a state bank in favor of the Undersecreteriat of Treasury as required by Insurance Supervisory Law No: 7397. At 31 December 2000, the remaining blocked bank accounts amounting to TL 21,996,313 million (1999: -) are blocked to collateralise borrowings. 82 NOTE 7 - MARKETABLE SECURITIES The breakdown of marketable securities at 31 December 2000 and 1999 were as follows: 2000 Banking Other Total Banking TL millions TL millions TL millions TL millions 1999 Other TL millions Total TL millions Government bonds US treasury bills Eurobonds Bundes obligations Equity stock - foreign currency Mutual funds Treasury bills Equity stock - TL Blocked marketable securities 218,442,554 67,424,526 55,347,126 48,628,084 12,060,396 11,585,042 10,637,677 - 141,820 3,757,663 444,570 6,360,522 2,817,410 206,965 218,584,374 67,424,526 55,347,126 48,628,084 15,818,059 12,029,612 16,998,199 2,817,410 206,965 268,988,039 10,145,050 266,127,370 7,395,903 - 3,862,343 63,192,843 214,049 101,985 1,396,425 1,125,288 272,850,382 10,145,050 329,320,213 214,049 7,497,888 1,396,425 1,125,288 424,125,405 13,728,950 437,854,355 552,656,362 69,892,933 622,549,295 The purchase cost of the equity stocks was US$ 22,959,183 (equivalent of TL 15,442,516 million) (1999: US$ 404,686,127 or equivalent of TL 290,042,612 million) and they were funded by borrowings from various financial institutions. As at 31 December 2000, the Group holds call and put options for equity stocks. These options are double-sided and therefore are treated as forward commitments to sell the equities at a future date and predetermined price specified in option contracts. The Group locked in a total fixed gain of US$ 4,206,234 (equivalent of TL 2,828,931 million) (1999: US$ 57,427,098 or equivalent of TL 41,158,578 million) which represents the difference between the purchase price of the equities and strike price specified in the option contract. Total gain is amortised to income over the life of the option contract and at year end the amortised gain amounted to US$ 3,507,631 or the equivalent of TL 2,359,486 million (1999: US$ 90,314,504 or equivalent of TL 64,729,312 million). The amortised gain on outstanding option contracts is included in interest income on investment securities. During 2000, D›flbank, subsidiary of the Holding operating in banking sector, sold equities with a nominal value of US$ 114 million by unwinding the related option contract and recorded a net gain of US$ 32 million (equivalent of TL 22,110,304 million) under interest income on investment securities. Additionally, the net deferred tax liability of US$ 12.9 million recorded at previous year end on the total accrued gain of US$ 39.9 million was reversed in the current year. Included in government bonds were securities pledged under repurchase agreements with other banks whose market value 31 December 2000 was TL 14,452,441 million. As of 31 December 1999, included in government bonds and treasury bills were securities pledged under repurchase agreements with customers amounting to TL 20,670,669 million. The interest received for securities pledged under repurchase agreements in 2000 and 1999 amounted to TL 10,087,981 million and TL 71,439,204 million, respectively. Blocked marketable securities represent treasury bills amounting to TL 206,965 million (1999: TL 1,125,228 million) that Subsidiaries in insurance sector are required to deposit in a blocked account in favour of the Treasury and Foreign Trade within two months following the end of the year, based on year end net premiums. Marketable securities amounting to TL 27,679,952 million (1999: TL 13,668,604 million) were pledged to third parties as collateral (excluding sale and repurchase agreements). As at 31 December 2000, US treasury bills and Bundes obligations amounting to TL 116,052,610 million pledged to collateralise borrowings. Bundes obligations held as at 31 December 2000 were issued by Bundesbank in Euro. The interest rates for treasury bills and government bonds held at 31 December 2000 are between 32-55% (1999: 52-118%). Interest rates for the marketable securities in foreign currency held at 31 December 2000 are between 9-13% (1999: 11-12%). The mutual funds were issued by D›fl Invest Fund Ltd. which is incorporated in the British Virgin Islands and are held by D›flbank Malta Ltd. The gross net asset value of the fund as at 31 December 2000 is US$ 10,076,445. As at 31 December 2000 the Fund’s portfolio comprised fixed income securities. 83 DO⁄AN fi‹RKETLER GRUBU HOLD‹NG A.fi. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER (Amounts expressed in terms of the purchasing power of the Turkish lira at 31 December 2000, unless otherwise indicated) Analysis of marketable securities for their maturities at 31 December 2000 and 1999 were as follows: Period remaining to maturity: 1 - 30 days 30 - 90 days 90 days - 1 year Over 1 year 2000 TL millions 1999 TL millions 3,336,930 35,287,456 131,056,379 268,173,590 112,354,180 78,463,171 272,567,929 159,164,015 437,854,355 622,549,295 NOTE 8 - RESERVE DEPOSITS WITH THE CENTRAL BANK OF TURKEY Reserve deposits 2000 TL millions 1999 TL millions 39,187, 912 35,254,425 According to the regulations of the Central Bank of Turkey, the banks are required to maintain reserve deposits equivalent to a certain portion of its customers, deposits, other than Interbank deposits, based on the type of deposits (foreign currency or Turkish lira), at different percentages ranging from 6% to 11% (1999: 8% to 11%). These funds are not avaliable to finance the Banks’ day to day operations. Effective from 26 December 2000, reserve requirement for Turkish lira deposits has been reduced to a rate of 4%. NOTE 9 - BANKING LOANS 2000 TL millions 1999 TL millions 67,371,601 231,234,728 52,037,760 26,919,009 4,770,372 23,133,194 192,586,195 37,802,249 1,872,397 25,308,212 382,333,470 280,702,247 18,895,980 14,809,901 Total gross loans and advances 401,229,450 295,512,148 Less: Specific provisions for loan losses General provisions for loan losses (13,715,181) (2,600,206) (11,111,161) (3,438,088) Net loans and advances to customers 384,914,063 280,962,899 Consumer loans Commercial and industrial loans Export loans Investment loans Other Non-performing loans 84 Movement in provisions for loan impairment is as follows: Specific provision TL millions General provision TL millions Total provision TL millions Balance at 1 January 1999 Loan impairment expense during the year Increase in share of subsidiary Amounts written off Recoveries of amounts previously provided Monetary gain 6,252,065 13,283,518 136,575 (3,125,733) (698,952) (4,736,312) 2,927,826 1,789,734 115,274 (1,394,746) 9,179,891 15,073,252 251,849 (3,125,733) (698,952) (6,131,058) Balance at 31 December 1999 11,111,161 3,438,088 14,549,249 Loan impairment expense during the year Amounts written off Recoveries of amounts previously provided Monetary gain 5,520,034 (61,082) (50,955) (2,803,977) 578,221 (1,416,103) 6,098,255 (61,082) (50,955) (4,220,080) Balance at 31 December 2000 13,715,181 2,600,206 16,315,387 The aggregate amount of non-performing loans on which interest was not being accrued amounted to TL 18,895,980 million (1999: TL 14,809,901 million) at 31 December 2000. All loans have been written down to their recoverable amount. Economic sector risk concentrations for the performing loan portfolio were as follows: Media Wholesale and retail trade Medicine, chemicals and dyes Textiles Construction and cement Metal processing Food and beverage Financial institutions Agriculture Durable goods Tourism Automotive Other 2000 TL millions % 1999 TL millions % 77,704,345 68,217,798 49,066,141 29,863,524 29,348,470 27,287,838 24,844,181 5,344,393 5,026,120 3,463,667 2,571,862 1,521,920 58,073,211 20% 18% 13% 8% 8% 7% 6% 1% 1% 1% 1% 0% 16% 11,541,748 39,074,675 19,805,066 26,856,195 31,006,926 12,920,375 10,261,568 67,602,555 2,445,892 14,456,427 3,957,280 9,560,868 31,212,672 4% 14% 7% 10% 11% 5% 4% 24% 1% 5% 1% 3% 11% 382,333,470 100% 280,702,247 100% Interest rates vary between 9 - 23% (1999: 7% - 22%) per annum for foreign currency loans and 70%-85% (1999: 52%-120%) per annum for Turkish lira loans. Commercial and industrial loans at 31 December include loans granted to Lapis Holding A.fi., the principal shareholder in prior years, and its related companies (altogether referred as "Lapis Group") as follows: Lapis Group loans 2000 Foreign currency indexed loans TL loans converted from foreign currency indexed loans 1999 US$’000 TL millions US$’000 TL millions 12,845 8,642,509 16,479 11,886,336 - 7,478,859 - 9,924,446 16,121,368 21,810,782 These loans were rescheduled during 1994 as long-term loans with maturities of up to 12-14 years, with no repayments during the first two years. No interest is charged for foreign currency indexed loans and the annual interest charged for TL loans converted from 85 DO⁄AN fi‹RKETLER GRUBU HOLD‹NG A.fi. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER (Amounts expressed in terms of the purchasing power of the Turkish lira at 31 December 2000, unless otherwise indicated) foreign currency indexed loans is 25% (1999: 30%) at 31 December 2000. Türkiye ‹fl Bankas› A.fi. has taken full responsibility for potential losses related to the Lapis Group loans by providing a collateral loan with the same amount and maturity. At 31 December 2000, there were also TL 4,422,876 million of rescheduled loans other than those granted to Lapis Group. NOTE 10 - TRADE RECEIVABLES Trade receivables Notes receivables Factoring receivables Provision for doubtful receivables Provision for factoring receivables Other 2000 TL millions 1999 TL millions 170,265,978 72,952,764 22,707,893 (8,281,808) (1,510,083) 444,517 107,331,261 19,073,978 13,759,562 (5,329,630) (560,466) 660,806 256,579,261 134,935,511 NOTE 11 - TRANSACTIONS AND BALANCES WITH RELATED COMPANIES AND SHAREHOLDERS Amounts due from and due to related parties at 31 December and a summary of the major transactions with related companies are as follows: Due from related companies 2000 TL millions 1999 TL millions DTV Haber ve Görsel Yay›nc›l›k A.fi. ("DTV Haber") Do¤an D›fl Ticaret Mümessillik A.fi. ("Do¤an D›fl Ticaret") Eko Televizyonculuk Yay›nc›l›k A.fi. ("Eko Televizyon") Ortado¤u Otomotiv Ticaret A.fi. D Market Elektronik Hizmetleri A.fi. Do¤an Daily News A.fi. Do¤an Müflteri Hizmetleri A.fi. Biryay Birleflik Yay›n Da¤›t›m A.fi. ("Bir Yay") D Finans ‹nternet Bilgi Hizmetleri A.fi. Do¤an Kitap Müzik Da¤›t›m A.fi. Do¤an Telekomünikasyon A.fi. Milliyet Verglas und Handles GmbH Simge Hür Medya ‹lanc›l›k ve Reklamc›l›k Ticaret A.fi. Other 20,405,839 6,426,574 3,499,534 3,254,204 1,028,480 845,436 629,446 538,603 470,357 428,769 355,401 212,937 1,151,102 10,266,334 4,081,739 2,763,427 19,058 157,512 130,237 232,005 2,816,016 250,486 2,033,664 39,246,682 22,750,478 2000 TL millions 1999 TL millions 4,424,572 5,459,968 2,836,247 2,770,988 1,758,315 1,105,578 473,683 1,905,038 16,075,847 5,894,204 1,616,157 225,521 3,143,536 3,462,229 242,672 2,215,316 20,734,389 32,875,482 Due to related companies Do¤an D›fl Ticaret Family members Bir Yay Eko Televizyon Ortado¤u Yay›nc›l›k Ticaret A.fi. DTV Haber Doku Yap› ‹nflaat Sanayi ve Ticaret A.fi. Simge Hür Servis Sosyal Hizmetler ve Ticaret A.fi. DTV Haber 86 Major materials, property, plant and equipment and service purchases from related parties for the years ended 31 December were as follows: Service sales: DTV Haber Eko Televizyon Ortado¤u Otomotiv Ticaret A.fi. Do¤an D›fl Ticaret Bir Yay Hür Medya ‹lanc›l›k ve Reklamc›l›k Ticaret A.fi. DTV Radyo TV Yay›nc›l›¤› ve Haber Ajans› A.fi. Simge Do¤an Kitap Müzik Da¤›t›m Pazarlama A.fi. Other Product sales: Bir Yay Do¤an D›fl Ticaret Hür Servis ve Sosyal Hizmetler ve Ticaret A.fi. Eko Televizyon Simge Other Property, plant and equipment sales: Do¤an D›fl Ticaret Do¤an Müflteri Hizmetleri A.fi. DTV Haber Service purchases: Do¤an D›fl Ticaret Hür Servis Sosyal Hizmetler ve Ticaret A.fi. Hürmedya ‹lanc›l›k ve Reklamc›l›k Tic. A.fi. Hürbim Bilgisayar ve Teknik Hizmetleri A.fi. DTV Haber Simge ANS Hür ‹thalat ve ‹hracat Pazarlama A.fi. Yarat›m Sa¤l›k ve Spor A.fi. Anadolu Hür Servis ‹dari ve Genel Hizmetleri A.fi. Other 2000 TL millions 1999 TL millions 9,634,605 3,123,630 2,756,532 1,641,747 5,114 714,956 12,667,797 4,682,211 2,738,931 581,840 1,012,366 958,140 1,336,053 940,190 3,387,891 17,876,584 28,305,419 2000 TL millions 1999 TL millions 871,316 761,137 445,151 343,316 1,791,898 901,231 774,539 2,009,745 539,747 4,212,818 4,225,262 2000 TL millions 1999 TL millions 1,534,526 143,107 33,714 135,336 1,711,347 135,336 2000 TL millions 1999 TL millions 4,851,241 3,388,187 3,177,287 2,066,312 1,591,250 914,590 5,317,674 4,147,818 3,193,855 1,513,246 7,456,223 1,095,659 997,863 982,216 744,911 6,713,001 15,988,867 32,162,466 87 DO⁄AN fi‹RKETLER GRUBU HOLD‹NG A.fi. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER (Amounts expressed in terms of the purchasing power of the Turkish lira at 31 December 2000, unless otherwise indicated) Product purchases: 2000 TL millions 1999 TL millions Do¤an D›fl Ticaret Bir Yay DTV Haber Eko Televizyon Marmara ‹dari ve Genel Hizmetler ‹hlas Matbaac›l›k Gazetecilik Yay›nc›l›k Sanayi A.fi. Simge Bas›n ‹flletmecilik Ka¤›t Matbaa Sanayi A.fi. Other 91,413,752 28,591,898 4,621,242 3,402,234 144,072 1,504,035 129,137,049 37,047,256 8,849,746 3,897,261 1,039,950 28,532,699 18,487,050 1,548,130 842,039 129,677,233 229,381,180 2000 TL millions 1999 TL millions 39,350 8,378,610 65,651 39,350 8,444,261 2000 TL millions 1999 TL millions 42,460,744 16,131,866 9,043,138 2,440,976 1,897,944 9,582,159 7,108,230 14,671,032 4,661,257 1,256,395 4,161,523 1,834,108 81,556,827 33,692,545 (1,492,586) (904,119) 80,064,241 32,788,426 2000 TL millions 1999 TL millions 49,956,208 27,741,807 27,668,994 5,822,589 4,881,559 4,359,363 17,706,287 27,723,977 15,355,864 15,160,696 4,931,973 5,264,204 4,203,474 12,478,808 138,136,807 85,118,996 Property, plant and equipment purchases: Simge Other NOTE 12 - INVENTORIES The composition of inventories at 31 December was as follows: Finished goods and merchandise Promotion stocks Raw materials and supplies Semi-finished goods Spares, supplies and advances Other inventories Provision for obsolete stocks NOTE 13 - OTHER CURRENT ASSETS Interest income accruals Minimum lease payments receivable Prepaid taxes and funds Value Added Tax (VAT) receivable Prepaid expenses Advances given Other 88 Lease payments receivable consist of rentals over the terms of leases. The rentals according to maturity are as follows: 2000 2001 2002 2003 2004 2005 2006 2007 2000 TL millions 1999 TL millions 17,613,471 7,224,137 1,902,406 754,569 93,403 99,997 53,824 10,355,665 3,701,065 562,343 9,024 727,767 - 27,741,807 15,355,864 Under the lease agreements made with lessees, there is no residual value guaranteed to the lessor and the ownership of the items leased will be transferred to the lessees at the end of the lease terms. NOTE 14 - INVESTMENTS AND ASSOCIATES Simge, which was an Associate of the Group at 31 December 1999 has been considered as Subsidiary at 31 December 2000 due to a change in shareholding structure. At 31 December 1999, the Group had a 43% interest in Simge amounting to TL 2,694,415 million. Investments at cost and respective effective interest of the Group at 31 December were as follows: 2000 1999 TL millions % TL millions % 5,739,559 8.00 5,119,753 10.00 1,615,136 1,520,308 643,398 536,570 399,389 462,723 100.00 50.00 0.67 1.94 91.01 99.17 893,550 643,594 355,724 751,448 0.00 50.00 0.70 1.90 99.00 319,760 195,150 152,377 125,556 100,901 95,310 93,700 82,134 80,572 2,052,528 51.00 1.85 1.00 95.65 65.00 95.00 78.50 65.00 0.50 - 195,208 152,421 125,594 80,597 8,687,683 1,480,255 299,582 3,290,090 1.90 1.00 95.65 0.50 100.00 96.00 80.04 - Less: Diminution in value of investments (3,768,199) - - - Total 10,446,872 S›nai Yat›r›m Bankas› A.fi. Hürriyet Gazetecilik ve Matbac›l›k A.fi. Zweigniederlassung Deutchland Digital Hizmet ve Pazarlama A.fi. Cam Elyaf Sanayi A.fi. ‹MKB Takas Bank A.fi. K›br›s Türk Petrolleri Limited fiirketi Milliyet Verlags und Handels GmbH Do¤an Daily News Gazetecilik ve Matbaac›l›k A.fi. Bankalararas› Kredi Kartlar› Merkezi Anadolu Hayat Sigorta A.fi. Enteralle GmbH Zigana Elektrik Do¤an Bilgi Do¤an Müzik Yap›m Kelkit Tekstil Sanayi ve Ticaret A.fi. Coats ‹plik Sanayi A.fi. D›flbank Nederland Do¤an Prodüksiyon DMG Other 22,075,499 D›flbank Nederland Do¤an Prodüksiyon and DMG which have not been consolidated at 31 December 1999 on the ground of materiality, have been consolidated at 31 December 2000. 89 DO⁄AN fi‹RKETLER GRUBU HOLD‹NG A.fi. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER (Amounts expressed in terms of the purchasing power of the Turkish lira at 31 December 2000, unless otherwise indicated) The investments in which the Group together with Do¤an family members, which are either immaterial, or where a significant influence is not exercised by Do¤an Holding, are carried at cost and restated to equivalent purchasing power at 31 December 2000. These companies have not been equity accounted for due to the insignificance of their combined impact on the net worth, financial position and results of Do¤an Holding. NOTE 15 - PROPERTY, PLANT AND EQUIPMENT At 31 December 2000, property, plant and equipment and related accumulated depreciation were as follows: 1 January 2000 TL millions Acquisitions* TL millions Additions TL millions Disposals TL millions 31 December 2000 TL millions 27,544,530 117,759,947 355,014,364 6,465,618 89,032,629 25,429,878 16,951,966 7,176,853 645,375,785 66,762,030 17,692,737 134,968,764 4,701,391 6,005,993 474,926 840,739 40,794,034 272,240,614 1,089,058 13,598,245 49,317,375 3,169,929 9,196,533 10,140,469 4,279,021 24,057,589 284,837 115,133,056 (975,270) (1,236,561) (12,647,555) (778,058) (1,343,771) (1,878) (58,648) (19,975,177) (37,016,918) 94,420,348 147,814,368 526,652,948 13,558,880 102,891,384 36,043,395 21,172,339 12,100,004 41,078,871 995,732,537 Land and land improvements Buildings Machinery and equipment Motor vehicles Furniture and fixtures Leasehold improvement Leased assets Other fixed assets 727,349 17,396,543 279,910,833 3,082,592 67,079,646 9,569,378 9,123,669 386,890,010 10,487,635 8,430,396 134,331,926 3,787,254 5,603,613 287,123 38,704,535 201,632,482 211,190 3,323,356 22,265,870 1,697,812 8,656,518 5,226,739 3,295,668 90,954 44,768,107 (470,972) (5,593,415) (454,031) (592,591) (8,459) (7,119,468) 11,426,174 28,679,323 430,915,214 8,113,627 80,747,186 15,074,781 12,419,337 38,795,489 626,171,131 Net book value 258,485,775 Cost: Land and land improvements Buildings Machinery and equipment Motor vehicles Furniture and fixtures Leasehold improvement Leased assets Construction-in-progress Other fixed assets Accumulated depreciation: 369,561,406 (*) The opening balances for property, plant and equipment of Subsidiaries and Joint Ventures acquired during the year were treated as acquisitions for the year. At 31 December 2000 there are mortgages amounting to TL 26,616,953 million (1999: TL 45,940,976 million) on property, plant and equipment. The additions to and disposals from the restated cost of property, plant and equipment also comprise transfers from construction-in-progress amounting to TL 11,910,984 million. (1999: TL 18,105,920 million). Since 1984, using an option granted under Turkish tax legislation, the Group have revalued in their statutory books of account, their property, plant and equipment in use for more than one year (excluding land, which is not revaluable), and the related accumulated depreciation at each year-end, by using the rates and procedures prescribed by the legislation. The resulting increases in the net book values of the assets are included under shareholders' equity as revaluation surplus in the statutory records. The Group may use the revaluation surplus for issuance of free capital shares to existing shareholders. All entries related to such revaluation which were recorded in the statutory books of account of the Group have been eliminated in the accompanying consolidated financial statements as part of the restatement process referred to in Note 2. 90 NOTE 16 - INTANGIBLE ASSETS Movement for intangible assets during the year is as follows: 1 January 2000 TL millions Additions TL millions Disposals TL millions 31 December 2000 TL millions Restated cost Accumulated amortisation 25,411,611 (3,886,120) 7,678,243 (3,659,254) (516,286) 278,842 32,573,568 (7,266,532) Net book value 21,525,491 4,018,989 (237,444) 25,307,036 78,854,602 (48,995,313) 360,754,552 (17,682,385) (4,428,657) 1,771,462 435,180,497 (64,906,236) Net book value 29,859,289 343,072,167 (2,657,195) 370,274,261 Total net book value 51,384,780 347,091,156 (2,894,639) 395,581,297 Effective interest rate per annum % TL millions Effective interest rate per annum % TL millions 18%-170% 134,710,612 35%-100% 11,351,978 6%-27% 449,970,477 8%-20% 528,907,046 25% 2,696,880 35% 32,112 4%-Libor+12% 26,277,747 Libor+4-5% 46,196,315 Goodwill (Note 33) Accumulated amortisation NOTE 17 - BANK BORROWINGS Bank borrowings at 31 December were as follows: 2000 1999 Short-term bank borrowings: TL loans Foreign currency bank borrowings Short-term portion of long-term bank borrowings Short-term portion of long-term bank borrowings Total short-term bank borrowings 613,655,716 586,487,451 2000 Effective interest rate per annum % 1999 TL millions Effective interest rate per annum % TL millions 25% 13,472,426 58%-100% 21,865,388 4%-Libor+12% 421,962,724 4%-17% 39,780,916 Long-term bank borrowings: TL loans Foreign currency bank borrowings Total long-term bank borrowings 435,435,150 61,646,304 91 DO⁄AN fi‹RKETLER GRUBU HOLD‹NG A.fi. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER (Amounts expressed in terms of the purchasing power of the Turkish lira at 31 December 2000, unless otherwise indicated) The redemption schedule of long-term borrowings at 31 December is summarised below: Year 2001 2002 2003 2004 and after 2000 TL millions 1999 TL millions 401,875,906 9,077,003 24,482,241 24,137,102 16,107,462 21,401,740 - 435,435,150 61,646,304 NOTE 18 - BANKING AND CUSTOMER DEPOSITS The breakdown of banking deposits according to type and maturity at 31 December is as follows: 2000 Foreign currency: Domestic banks Foreign banks Securities sold under repurchase agreements Turkish lira: Domestic banks Current/ Demand TL million Term TL million 819,728 13,803,418 1999 Total TL million Current/ Demand TL million Term TL million Total TL million 43,400,119 7,902,123 44,219,847 21,705,541 28,537,042 131,231,245 8,911,450 131,231,245 37,448,492 - 30,027,710 30,027,710 - - - 14,623,146 81,329,952 95,953,098 28,537,042 140,142,695 168,679,737 3,527 136,017,300 136,020,827 - 39,817,931 39,817,931 14,626,673 217,347,252 231,973,925 28,537,042 179,960,626 208,497,668 Interest rates on foreign currency deposits from other banks were between 6.75% and 45% for 2000 (1999: 6%-18%). Interest rates on Turkish lira bank deposits ranged between 27% and 125% in 2000 (1999: 44%-114%). The breakdown of customer deposits according to type at 31 December is as follows: 2000 Current/ Demand TL millions Term TL millions Total TL millions Foreign currency deposits: Saving deposits Commercial deposits 35,489,087 274,265,875 4,014,104 104,420,232 309,754,962 108,434,336 20,144,091 41,442,952 207,100,844 127,302,577 227,244,935 168,745,529 Total foreign currency deposits 39,503,191 378,686,107 418,189,298 61,587,043 334,403,421 395,990,464 3,726,879 13,348,463 10,759,314 26,506,816 6,626,382 18,710,022 1,610,843 1,696,860 8,237,225 20,406,882 - 165,672,006 165,672,006 - 46,432,131 46,432,131 Total Turkish lira deposits 20,190,788 182,747,348 202,938,136 25,336,404 49,739,834 75,076,238 Total deposits 59,693,979 561,433,455 621,127,434 86,923,447 384,143,255 471,066,702 Turkish lira deposits: Saving deposits Commercial deposits Securities sold under repurchase agreements 92 1999 Current/ Demand TL millions 7,032,435 13,158,353 Term TL millions To TL millions Interest rates for US$ deposits vary between 6.5%-16% (1999: 6.5%-12%) and interest rates for DM deposits vary between 4.5%14% (1999: 5%-9%). Interest rates for Turkish lira deposits vary between 25%-130% (1999: 62%-83%) For 2000, the total interest expense on repurchase agreements amounted to TL 51,162,276 million and included accrued interest expense of TL 2,922,390 million (1999: total interest expense of TL 70,855,917 million and accrued interest expense of TL 279,653 million). NOTE 19 - TRADE PAYABLES 2000 TL millions 1999 TL millions 135,772,209 4,515,673 4,260,964 40,118,145 13,883,625 3,557,791 144,548,846 57,559,561 2000 TL millions 1999 TL millions Unearned premiums reserve - net of reinsurance Deferred commission income Claim provisions - net of reinsurance 12,352,368 3,199,875 2,899,989 10,502,076 3,497,164 2,946,548 Insurance technical reserves - current 18,452,232 16,945,788 Life assurance provision Equalisation provision 2,657,622 - 1,161,928 479,328 Insurance technical reserves - non-current 2,657,622 1,641,256 2000 TL millions 1999 TL millions 66,509,775 18,802,355 11,170,077 10,914,552 10,221,306 2,740,180 1,223,966 24,952 13,643,002 48,619,537 12,990,370 4,435,244 1,823,802 6,239,211 3,529,680 8,186,367 994,500 12,011,441 135,250,165 98,830,152 Original Currency 2000 TL millions 1999 TL millions 69,000,000 31,000,000 42,749,269 19,206,193 - 61,955,462 - Trade accounts payable Notes payable Other NOTE 20 - INSURANCE TECHNICAL RESERVES NOTE 21 - OTHER CURRENT LIABILITIES Interest expense accrual Taxes and withholding payables Import transfers and payment orders Advances received Miscellaneous payables Payable for the purchase of D›flbank shares Provision for promotion campaigns Deposits and guarantees given Other NOTE 22 - DEBT SECURITIES IN ISSUE Series 2000 - A Floating Rate Notes Series 2000 - B 9% Notes Euro Euro These notes were issued in connection with the securitisation of export receivables of D›flbank, Subsidiary of the Holding operating in banking sector, and are listed in the Luxembourg Stock Exchange. The notes will mature in 2005. 93 DO⁄AN fi‹RKETLER GRUBU HOLD‹NG A.fi. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER (Amounts expressed in terms of the purchasing power of the Turkish lira at 31 December 2000, unless otherwise indicated) NOTE 23 - OTHER NON-CURRENT LIABILITIES 2000 TL millions 1999 TL millions 2,005,584 340,051 262,187 203,649 1,040,945 3,515,005 363,283 2,607,822 5,122,882 2000 TL millions 1999 TL millions Corporation and income taxes Deferred tax liability - net 36,165,250 12,190,478 4,957,474 69,621,681 Total taxes payable 48,355,728 74,579,155 Long-term lease obligations Accrued expenses Payable for the purchase of D›flbank shares Other NOTE 24 - TAXATION Turkish tax legislation does not permit a Parent Company and its Subsidiaries to file a consolidated tax return. Therefore, provisions for taxes, as reflected in the accompanying consolidated financial statements, have been calculated on a separate-entity basis. Corporation tax is payable at a rate of 33% on the total income of the Do¤an Holding A.fi. and its Subsidiaries after adjusting for certain disallowable expenses, exempt income and investment and other allowances. No further tax is payable unless the profit is distributed. Income exempt from corporation tax (except dividend income received from Turkish Companies) is subject to withholding tax at the rate of 16.5% regardless of whether the profits are distributed. Dividends paid by the Holding and its Subsidiaries are subject to a withholding tax calculated on the gross dividend to be paid at the rate of 16.5%. An increase in capital using distributable profit or by issuing bonus shares is not considered as a profit distribution and thus there is no withholding tax. Corporations are required to pay advance corporation tax quarterly at the rate of 25% on their corporate income. Advance tax is payable by the 15th of the second month following each calendar quarter end. Advance tax paid by corporations is credited against the annual corporation tax liability. The balance of the advance tax paid may be refunded or used to set off against other liabilities to the government. Interest income on Turkish government bonds and treasury bills is subject to corporation tax. Capital gains derived from the sale of equity investments and immovable assets held for not less than two years are tax exempt if such gains are added to paid-in capital in the year in which they are sold. Capital expenditures and projected capital expenditures for the following year are eligible for investment allowance incentives. Such allowance is available to companies for specific capital investments and is deductible from taxable income prior to the calculation of the corporate income tax. Investment allowance incentives utilised are subject to a withholding tax at the rate of 19.8% (1999: 16.5%). Under the Turkish taxation system, losses can be carried forward to offset against future taxable income for up to 5 years. Losses cannot be carried back to offset profits from previous periods. In Turkey, there is no procedure for a final and definitive agreement on tax assessments. Companies file their tax returns within four months following the close of the accounting year to which they relate. Tax returns are open for 5 years from the beginning of the year that follows the date of filing during which time the tax authorities have the right to examine tax returns, and the related accounting records on which they are based, and may issue re-assessments based on their findings. 94 For Treasury bills or Government bonds issued at discount, the following schedule applies: Days remaining until redemption (From 1 December 1999) 1 - 91 92 - 182 More than 183 days Tax rate 4% 9% 14% Additionally, two-year fixed interest rate bonds with quarterly coupon payments will be taxed at 19% and three-year variable interest rate bonds with quarterly coupon payments will be taxed at 4%. At this time, no tax has been implemented on treasury securities issued on or after 1 December 1999 and securities issued in foreign currency, such as Eurobonds, are not subject to this tax. The taxation on income for the years ended 31 December is summarised as follows: Provision for taxes per these accompanying consolidated statement of income - Current - Deferred 2000 TL millions 1999 TL millions (53,479,372) 56,609,164 (12,446,054) (47,044,221) 3,129,792 (59,490,275) Taxation on income The total provision for taxes reflected in the accompanying consolidated financial statements is different from the amounts computed by applying the above mentioned effective/combined tax rates. The principal reasons for such differences are: i) ii) Permanent differences arising from: a) Dividends from equity participations that are either exempt from tax or taxable at reduced rates, and b) non-tax deductible expenses The deferred tax effects of the restatement made pursuant to IAS 29 and the investment allowance tax credits carried forward iii) The separate-entity tax basis for Do¤an Holding, the Subsidiaries and Joint Ventures. Deferred taxes The Group recognises deferred tax assets and liabilities based upon temporary differences arising between their financial statements as reported for IAS purposes and their statutory tax financial statements. These differences usually result in the recognition of revenue and expenses in different reporting periods for IAS and tax purposes. The breakdown of cumulative temporary differences and the resulting deferred tax assets/liabilities provided at 31 December using the expected future tax rates are as follows: Cumulative temporary Deferred tax differences liabilities 2000 1999 2000 1999 TL millions TL millions TL millions TL millions Deferred tax liabilities: Net difference between the taxbase and the carrying value of property, plant and equipment, intangible assets and inventories Accrued income on forward foreign exchange contracts Accrued income on marketable securities Deferred acquisition cost Timing difference due to revenue recognition Deferred commission expense Other temporary differences Total deferred tax liabilities 120,907,094 111,113,342 39,417,200 30,447,338 16,590,611 7,413,242 5,295,866 3,689,450 128,290 4,655,080 186,240,514 4,723,217 133,000 1,461,469 5,468,104 2,337,906 1,747,636 1,217,519 42,336 1,458,713 62,121,048 1,433,277 158,679,633 303,671,542 51,689,414 94,504,671 43,890 459,118 95 DO⁄AN fi‹RKETLER GRUBU HOLD‹NG A.fi. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER (Amounts expressed in terms of the purchasing power of the Turkish lira at 31 December 2000, unless otherwise indicated) Cumulative temporary differences 2000 1999 TL millions TL millions Deferred tax assets 2000 1999 TL millions TL millions 54,667,097 19,826,229 27,792,351 3,719,483 18,040,142 6,521,719 9,171,477 1,020,534 11,093,582 6,956,204 3,660,882 2,249,382 10,599,988 8,878,271 4,950,958 10,031,019 10,280,063 4,139,190 3,347,333 2,929,830 1,633,816 3,280,534 3,392,419 1,365,933 2,759,885 1,977,114 13,010,038 196,503 2,640 1,376,364 796,200 1,070,325 9,900,135 598,352 652,448 2,114,414 64,847 669 454,201 262,746 353,207 3,267,041 127,763,162 76,260,477 39,498,936 24,882,990 12,190,478 69,621,681 Deferred tax assets: Carry forward of unused tax losses Reserve for employment termination benefits Accrued expense on forward foreign exchange contracts Provision for loan losses and factoring receivables Insurance technical reserves Interest expense accrual on borrowings Net of expenses and depreciation expenses on leased assets Expense accrual for promotional goods Valuation difference on investment securities Bonus accruals Transaction tax accrual on equity options Other temporary differences Total deferred tax assets Deferred tax liabilities - net NOTE 25 - RESERVE FOR EMPLOYMENT TERMINATION BENEFITS There are no agreements for pension commitments other than the legal requirement as explained below. Under the Turkish Labour Law, the Holding, its Turkish Subsidiaries, its Joint Ventures and Associates are required to pay termination benefits to each employee who has completed one year of service and whose employment is terminated without due cause, is called up for military service, dies or who retires after completing 25 years of service (20 years for women) and achieves the retirement age (58 for women and 60 for men). Since the legislation was changed on 8 September 1999 there are certain transitional provisions relating to length of service prior to retirement. The amount payable consists of one month’s salary limited to a maximum of TL 646,560,000 (1999: TL 345,200,000) for each year of service at 31 December 2000. In addition, according to the press sector regulations, companies should make payments to personnel who work for a minimum of 5 years and whose employment is terminated without due cause. The maximum payable amount is 30 days’ salary for each year. Additionally, the Group should pay 40 days’ salary if the employee resigns after 1 year’s work and 50 days if the Group terminates the employment. The monthly salary figure is calculated by adding all cash and non-cash payments received during the year and dividing by twelve. The liability is not funded, as there is no funding requirement. The provision has been calculated by estimating the present value of the future probable obligation of the Group arising from the retirement of the employees. International Accounting Standards require actuarial valuation methods to be developed to estimate the enterprise’s obligation under defined benefit plans. Accordingly the following actuarial assumptions were used in the calculation of the total liability: Discount rate Turnover rate to estimate the probability of retirement 96 2000 1999 7% 91% 7% 86% The principal assumption is that the maximum liability of TL 646,560,000 for each year of service will increase in line with inflation. Thus, the discount rate applied represents the expected real rate after adjusting for the anticipated effects of future inflation. As the maximum liability is revised semi-annually, the maximum amount of TL 646,560,000 (1999: TL 345,200,000) has been taken into consideration in calculating the reserve for employment termination benefit of the Holding, its Turkish Subsidiaries, its Joint Ventures and Associates. The reserve for employment termination benefits at 31 December 1998 has not been restated to take account of the implementation of revised IAS 19 since the effect of such restatement would be immaterial to the consolidated financial position and result of operations at 31 December 1999. Movements in the reserve for employment termination benefits during the years ended 31 December are as follows: 2000 TL millions 1999 TL millions 1 January Acquisitions Charge for the year Disposals Effect of adoption IAS 19 (revised) 4,261,217 19,880,413 1,168,716 (6,926,052) - 8,708,091 (1,211,451) (3,235,423) 31 December 18,384,294 4,261,217 ‹fl Do¤an, a Joint Venture established by the Holding and T. ‹fl Bankas› A.fi., acquired 51% of the shares of POAfi at the tender held on 3 March 2000. After privatisation as at 21 July 2000, termination of the employments of POAfi’s personnel has been started and this will continue in 2001. Therefore, a provision is built up for POAfi’s estimated maximum liability for such payments. NOTE 26 - SHARE CAPITAL Do¤an Holding adopted the registered share capital system available to companies registered with the Capital Market Board ("CMB") and set a limit on its registered share capital representing registered type shares with a nominal value of TL 10,000. Do¤an Holding’s historical authorised and paid-in share capital at 31 December was as follows: 2000 1999 TL millions TL millions Limit on registered share capital (historical) Historical authorised and paid-in share capital 100,000,000 93,103,920 100,000,000 66,502,800 The shareholder structure is summarised as follows: Share % 2000 TL millions Share % 1999 TL millions Adil Bey Holding Ayd›n Do¤an Ifl›l Do¤an Arzuhan Yalç›nda¤ Vuslat Do¤an Sabanc› Hanzade V. Do¤an Y. Begümhan Do¤an 40.00 23.71 1.65 0.04 0.04 0.04 0.04 37,241,568 22,075,457 1,531,154 38,102 38,102 38,102 38,102 40.00 23.71 1.65 0.04 0.04 0.04 0.04 26,601,120 15,767,815 1,097,296 26,601 26,601 26,601 26,601 Total Do¤an family and companies owned by Do¤an family 65.52 61,000,587 65.52 43,572,635 Istanbul Stock Exchange Ayd›n Do¤an Vakf› 34.29 0.19 31,925,522 177,811 34.29 0.19 22,803,810 126,355 100.00 93,103,920 100.00 66,502,800 97 DO⁄AN fi‹RKETLER GRUBU HOLD‹NG A.fi. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER (Amounts expressed in terms of the purchasing power of the Turkish lira at 31 December 2000, unless otherwise indicated) The analysis of shares in accordance with nature is as follows: Shareholders Unit of shares TL millions Nature of shares Do¤an family and companies owned by Do¤an family members 13,460,000 134,600 Registered Do¤an family and companies owned by Do¤an family members 6,104,379,800 61,043,798 Bearer Other shareholders Other shareholders 12,540,000 3,180,012,200 125,400 31,800,122 Registered Bearer 9,310,392,000 93,103,920 NOTE 27 - RETAINED EARNINGS AND LEGAL RESERVES Retained earnings as per the statutory financial statements, other than legal reserves, are available for distribution subject to the legal reserve requirement referred to below. The legal reserves consist of first and second reserves, appropriated in accordance with the Turkish Commercial Code (TCC). The TCC stipulates that the first legal reserve is appropriated out of statutory profits at the rate of 5% per annum, until the total reserve reaches 20% of Do¤an Holding's paid-in share capital. The second legal reserve is appropriated at the rate of 10% per annum of all cash distributions in excess of 5% of the paid-in share capital. Under the TCC, the legal reserves can only be used to offset losses and are not available for any other usage unless they exceed 50% of paid-in share capital. Quoted companies are subject to dividend requirements regulated by the CMB as follows: According to CMB regulations quoted companies have the following two options; they may either distribute dividends in cash or as bonus shares or they may elect not to distribute any dividends at all. However, the CMB may require the company to distribute dividends in cash. If the company makes a decision to distribute any dividends, distribution should be made in the five months following the year-end. The second legal reserve is appropriated by the company at the rate of 10% of distributable profit. Under the TCC, the legal reserves are not available for distribution unless they exceed 50% of the paid-in share capital, but may be used to offset losses in the event that the general reserve is exhausted. Composition of prior periods' earnings (per Statutory Financial Statements of Do¤an Holding, its Subsidiaries and Joint Ventures) at 31 December 2000 and 1999 (not adjusted for inflation): 2000 1999 TL millions TL millions - Legal reserves - Undistributed general reserve Historical amounts of dividends distributed during year from previous periods' net income per Statutory Financial Statements of parent company only 98 27,442,229 93,123,501 2,463,204 45,457,808 120,565,730 47,921,012 13,300,560 6,234,638 NOTE 28 - CASH GENERATED FROM OPERATIONS Adjustments for: Depreciation and amortisation Reserve for employment termination benefits Net interest income Translation reserve Profit/(loss) from property, plant and equipment sales Taxation expense Change in finance-segment working capital (excluding the effects of acquisitions and disposals): Marketable securities Reserve deposit with the Central Bank of Turkey Banking loans - current Trade receivables Due from related parties Banking deposits Trade payables Due to related parties Insurance technical reserves - current Other current assets/liabilities - net Change in non-finance-segment working capital (excluding the effects of acquisitions and disposals): Marketable securities Trade receivables Due from related parties Inventories Trade payables Due to related parties Other current assets/liabilities - net Cash generated from operations 2000 TL millions 1999 TL millions 66,109,746 3,982,952 (252,249,631) (2,849,926) (2,833,024) (440,522) 47,029,814 (4,446,874) (403,085,881) 480,803 (9,812,514) (188,280,405) (369,834,652) (16,397,042) (3,933,487) (103,951,163) (17,019,394) 5,299,300 173,536,988 414,620 6,432,284 1,506,445 4,517,770 28,669,350 202,829 (61,592,923) (9,442,644) (7,742,647) 137,342,553 1,717,997 33,978 6,483,108 4,117,348 50,406,321 99,788,949 2000 TL millions 1999 TL millions 48,899,016 (60,735,900) (21,795,504) (29,609,858) 81,615,872 (18,573,377) (3,241,490) (39,403,184) (31,194,740) 5,769,955 (5,351,541) (6,725,130) 17,616,520 (11,082,856) (3,441,241) (70,370,976) (141,315,325) (340,416,679) 99 DO⁄AN fi‹RKETLER GRUBU HOLD‹NG A.fi. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER (Amounts expressed in terms of the purchasing power of the Turkish lira at 31 December 2000, unless otherwise indicated) NOTE 29 - FINANCIAL (EXPENSE)/INCOME - NET Financial income and expenses for the years ended 31 December were as follows: Financial income: Interest income on bank deposits Foreign exchange gain Interest income on marketable securities Interest on short-term investments Interest on matured receivables Other interest and commission Financial expenses: Foreign exchange loss Interest expense on borrowings Financing expense Other Financial (expense)/income - net 2000 TL millions 1999 TL millions 36,912,655 25,934,996 8,246,361 4,548,858 5,866,549 63,483,158 46,432,197 11,998,795 4,525,129 217,236 81,509,419 126,656,515 (68,906,484) (68,953,210) (795,728) (8,118,265) (67,819,466) (47,840,272) (8,705,588) (146,773,687) (124,365,326) (65,264,268) 2,291,189 NOTE 30 - EXTRAORDINARY ITEM Turkish Parliament approved a new tax code that brings additional corporate and income taxes following the recent earthquake in Turkey. According to Law No:4481 and decree No:1 "Additional Income and Corporate Taxes’’ published in the Official Gazette dated 26 November, a 5% additional corporate tax and income tax of TL 3,462,141 million on 1998 tax base, has been provided for and accounted for as an extraordinary item at 31 December 1999. 100 NOTE 31 - FOREIGN CURRENCY POSITION Assets and liabilities denominated in foreign and local currency held by the Group at 31 December are as follows: US$ Euro 2000 Other TL Total Cash, amounts due from banks and reserve deposits with the Central Bank of Turkey Marketable securities Banking loans current Trade receivables Due from related parties Inventories Other current assets 308,169,104 149,358,691 147,303,399 24,841,767 17,604,562 90,624,276 49,444,146 39,301,569 3,288,592 6,187,986 4,746,869 18,298,485 3,167,187 171,445 1,671,367 451,688,909 239,051,518 180,010,610 225,281,715 39,246,682 79,892,796 112,672,892 855,229,158 437,854,355 384,914,063 256,579,261 39,246,682 80,064,241 138,136,807 Total current assets 647,277,523 188,846,569 28,055,353 1,327,845,122 2,192,024,567 Investments and associates Property, plant and equipment Intangible assets - net Other non-current assets 314,584 17,466 380,069 - 45,959 - 10,446,872 368,820,794 395,581,297 11,200,937 10,446,872 369,561,406 395,581,297 11,218,403 Total non-current assets 332,050 380,069 45,959 786,049,900 786,807,978 647,609,573 189,226,638 28,101,312 2,113,895,022 2,978,832,545 Short-term bank borrowings Banking and customer deposits Trade payables Due to related parties Insurance technical reserves - current Other current liabilities Taxes on income 312,699,520 423,276,402 11,537,280 142,800 26,613,285 2,380,334 140,591,339 42,492,840 1,986,968 4,032,039 713,304 22,957,365 50,362,834 19,831,603 2,506,018 - 137,407,492 336,969,283 111,192,995 20,734,389 18,309,432 102,098,823 33,071,612 613,655,716 853,101,359 144,548,846 20,734,389 18,452,232 135,250,165 36,165,250 Total current liabilities 776,649,621 189,816,490 95,657,820 759,784,026 1,821,907,957 Long-term bank borrowings Debt securities in issue Provision for employment termination benefits Insurance technical reserves - non-current Other non-current liabilities Deferred tax liabilities - net 337,356,389 10,748 1,037 79,584,797 61,955,462 - 5,021,538 - 13,472,426 18,384,294 2,657,622 2,597,074 12,189,441 435,435,150 61,955,462 18,384,294 2,657,622 2,607,822 12,190,478 Total non-current liabilities 337,368,174 141,540,259 5,021,538 49,300,857 533,230,828 Total liabilities 1,114,017,795 331,356,749 100,679,358 809,084,883 2,355,138,785 Net foreign currency position (466,408,222) (142,130,111) (72,578,046) 1,304,810,139 623,693,760 105,263,375 (69,980,074) 10,963,606 (74,005,716) (27,758,809) Assets: Current assets Total assets Liabilities: Current liabilities Off balance sheet derivative instruments net position 101 DO⁄AN fi‹RKETLER GRUBU HOLD‹NG A.fi. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER (Amounts expressed in terms of the purchasing power of the Turkish lira at 31 December 2000, unless otherwise indicated) NOTE 32 - GOVERNMENT GRANTS Certain Subsidiaries have obtained investment incentive certificates from the Turkish government authorities in connection with certain major capital expenditures which entitle the companies, among other things, to: i) ii) iii) A 100% exemption from customs duty on machinery and equipment to be imported, Investment allowance of 100% on approved capital expenditures, Incentive premiums varying between 12% and 25% on the cost of the local content of the facilities. The investment allowance indicated in (ii) above is deductible from current or future taxable profit for the purposes of corporation tax and exempt from corporation tax, but subject to income tax. At 31 December 2000, investment allowances to be utilized in future periods amounted to TL 7,698,653 million (1999: TL 3,796,710 million). NOTE 33 - ACQUISITIONS AND GOODWILL Acquisitions made by Do¤an Holding and its subsidiaries from outside the Group during 2000 and 1999 were as follows: 2000 24.28% the issued share capital of Petrol Ofisi A.fi. ("POAfi") was acquired at the tender held on 30 March 2000 with effect from 21 July 2000 at a fair value of TL 60,503,086 million for a cash consideration of TL 420,331,009 milllion. 16.67% of the issued share capital of Ultra Kablolu Televizyon ve Telekomünikasyon Sanayi ve Ticaret A.fi. was acquired with effect from 30 June 2000 at a fair value of TL 2,269,590 million for a cash consideration of TL 3,196,219 million. 11.64% of the issued share capital of Do¤an Burda Rizzoli was sold with effect from 31 January 2000 and 22 March 2000 for TL 9,255,881 million. The related goodwill amounting to TL 4,428,657 million and accumulated amortisation to TL 1,771,462 million have been eliminated, representing a net decrease in goodwill amounting to TL 2,657,195 million. 1999 22.62% of the issued share capital of Simge Yay›nc›l›k ve Da¤›t›m A.fi. was acquired with effect from 15 April 1999 at a fair value of TL 3,369,414 million for a cash consideration of TL 8,963,112 million. 102 2000 TL millions 1999 TL millions Total cash consideration Less: net assets acquired at fair value 423,527,228 (62,772,676) 8,963,112 (3,369,414) Goodwill 360,754,552 5,593,698 The fair value of assets and liabilities arising from the acquisition by each category are as follows: 2000 TL millions 1999 TL millions 12,739,368 122,537 64,062,475 38,865,687 (26,316,489) (26,578,365) 3,338,000 1,361,432 (1,054,387) (398,168) 62,772,676 3,369,414 Goodwill 360,754,552 5,593,698 Total purchase consideration 423,527,228 8,963,112 Less: Cash and cash equivalents in subsidiary acquired (12,739,368) (122,537) Cash outflow on acquisition 410,787,860 8,840,575 2000 TL millions 1999 TL millions 1 January Additions Amortization charge Disposals - net 29,859,289 360,754,552 (17,682,385) (2,657,195) 36,524,892 5,593,698 (12,259,301) - 31 December 370,274,261 29,859,289 Cash and cash equivalents Current assets Non-current assets Current liabilities Non-current liabilities Fair value of net assets Movement of goodwill is summarised as follows : NOTE 34 - COMMITMENTS AND CONTINGENT LIABILITIES Commitments and contingencies, from which the management does not anticipate any significant losses or liabilities are summarised below: 2000 TL millions 1999 TL millions 390,708,541 22,636,244 330,556,908 6,444,491 274,562 17,865,201 4,120,303 39,916,256 Guarantees given: Letters of guarantee Guarantee notes Guarantees taken: Letters of guarantee Guarantee notes received 103 DO⁄AN fi‹RKETLER GRUBU HOLD‹NG A.fi. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER (Amounts expressed in terms of the purchasing power of the Turkish lira at 31 December 2000, unless otherwise indicated) Commitments - given: Commitments - Banking In the banking segment normal course of banking activities requires to undertake various commitments and incurs certain contingent liabilities that are not presented in the accompanying financial statements, including letters of guarantee, acceptance credits, letters of credit and off-balance sheet derivative instruments. The management does not expect any material losses as a result of these transactions. The following is a summary of significant commitments and contingent liabilities at 31 December 2000 and 1999. Credit related commitments: The primary purpose of these instruments is to ensure that funds are available to a customer as required. Guarantees and standby letters of credit, which represent irrevocable assurances that the bank will make payments in the event that a customer cannot meet its obligations to third parties, carry the same credit risk as loans. Documentary and commercial letters of credit, which are written undertakings by the companies in the finance segment on behalf of a customer authorising a third party to draw drafts on the Bank up to a stipulated amount under specific terms and conditions, are collateralised by the underlying shipments of goods to which they relate and therefore have significantly less risk. The total outstanding contractual amount of commitments to extend credit does not necessarily represent future cash requirements, since many of these commitments will expire or terminate without being funded. The following table shows the outstanding credit related commitments of the companies in finance segment as at 31 December: 2000 Letters of guarantee - TL - Foreign currency Letters of credit Acceptance credits Other commitments and contingencies 104 Related parties TL millions Other TL millions 8,149,155 2,285,042 2,997,282 18,664,000 1999 Total TL millions Related parties TL millions Other TL millions Total TL millions 104,905,608 245,361,270 119,612,016 40,608,331 113,054,763 247,646,312 122,609,298 59,272,331 15,513,574 17,061,661 7,061,874 - 93,809,767 183,076,761 94,205,352 24,141,304 109,323,341 200,138,422 101,267,226 24,141,304 4,451,549 150,584,700 155,036,249 23,271,994 160,295,113 183,567,107 36,547,028 661,071,925 697,618,953 62,909,103 555,528,297 618,437,400 Commitments under derivative instruments: The breakdown of forward and spot currency purchase/sale transactions at 31 December are as follows: Forward currency purchases US$ EURO DM SAR TL Original Amounts 2000 TL millions Original Amounts 1999 TL millions 87,321,045 5,576,359 50,000 58,753,428 3,454,861 8,970 76,824,147 423,196,080 237,141,522 14,630,000 - 305,160,517 171,632,135 5,413,818 - 139,041,406 Forward currency sales US$ EURO JPY TL 118,234,243 3,076,674 - 79,553,183 1,906,169 74,580,705 482,206,470 195,779,725 27,878,790 206,920,000 156,040,057 Currency swap purchases US$ EURO GBP 131,149,796 11,000,000 88,243,334 10,954,636 162,809,815 223,767,553 - 99,197,970 Currency swap sales EURO US$ CHF GBP 161,683,091 2,942,100 1,000,000 - 100,171,567 1,979,574 409,198 - US$ EURO TL 402,397,439 176,693,597 270,750,642 109,471,401 214,883,538 218,963,005 4,780,000 4,000,000 US$ EURO TL 346,799,797 134,962,348 233,342,110 83,616,598 285,309,858 157,891,027 2,153,706 4,661,677 164,706,410 - 595,105,581 Interest rate swap sales 161,952,671 161,952,671 102,560,339 Interest rate swap purchases 141,173,902 20,177,387 1,458,526 - - - - - - 602,268,566 - Currency options - call TL 2,388,822 - - Currency options - put TL 8,211,660 - - 40,303,346 2,787,998 - - Future purchases US$ EURO 59,900,000 4,500,000 43,091,344 Future purchases US$ 59,900,000 40,303,346 40,303,346 - - 105 DO⁄AN fi‹RKETLER GRUBU HOLD‹NG A.fi. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER (Amounts expressed in terms of the purchasing power of the Turkish lira at 31 December 2000, unless otherwise indicated) At 31 December 2000, the Bank purchased put options and wrote call options on listed equities. Total commitment of the Bank from this back to back transaction amounts to US$ 17,390,255 (1999: US$ 376,552,680). The carrying values and estimated fair values of forward foreign exchange contracts outstanding at 31 December are as follows: Carrying value Fair value 2000 TL millions 1999 TL millions (973,682) 980,976 1,803,467 (7,152,398) Commitments for resale and repurchase of marketable securities: The Bank’s commitments for resale and repurchase of government bonds, treasury bills and eurobonds at 31 December are as follows: 2000 1999 TL millions TL millions Repurchase commitments Resale commitments 201,343,497 199,321,002 55,562,817 239,912,311 400,664,499 295,475,128 Other commitments: In accordance with total swap agreements signed with certain counterparties during 2000, the Bank as of 31 December 2000 has a commitment to purchase TL 212,681,361 million nominal value of government bonds at their maturity in 2001. The net gain arising from total swap agreements is TL 9,451,323 million and has been accrued in income on a straight-line basis. It represents a difference between the fixed yield-to-maturity of the government bonds and a foreign currency denominated amount to be exchanged between the Bank and the counterparties. In connection with these agreements, the counterparties placed non-interest earning margin call deposits with the Bank in the amount of US$ 146,429,362 (or in the equivalent of TL 98,524,096 million) that were recorded under cash and due from banks of 31 December 2000 (Note 6). During 2001, before the maturity of the agreements the Bank purchased back and sold, substantially all government bonds subject to these agreements. Commitments - Other companies Pledges given Acceptance credits Mortgages given Letters of credit Forward commitment - foreign exchange contract Commitments with respect to investment incentive certificates Other 2000 TL millions 1999 TL millions 309,607,404 59,272,331 26,616,953 9,309,323 2,390,839 165,330,656 24,141,304 24,118,759 716,493 347,129,804 10,303,457 123,487,196 2000 TL millions 1999 TL millions 25,000 1,628,230 Commitments taken: Mortgages taken 106 Foreign currency denominated commitments and contingencies for other companies is as follows: Guarantee letter US$ Guarantee letter FRF Guarantee letter CHF Guarantee letter EURO Guarantee notes US$ Mortgages US$ Mortgages DM Mortgages JPY Pledges given EURO Pledges given DM Pledges given US$ Pledges given FRF Pledges given CHF Other commitments US$ Other commitments DEM Other commitments CHF Other commitments NOK Other commitments GBP Other commitments FRF Other commitments EURO Forward foreign exchange contracts US$ Blocked marketable securities and interest income accrual US$ 2000 Original Currency 1999 Original Currency 620,590 44,899,041 13,235,413 879,378 1,262,122 7,500,000 19,249,999 161,974,800 54,223,290 311,429,240 44,123,051 1,071,348 298,885,584 50,302,450 9,456,948 2,950,000 15,968,500 24,825,172 153,880,000 3,559,040 5,034,677 3,839,429 43,699,041 1,748,481 15,000,000 23,000,000 13,850,000 55,165,723 161,935,506 65,436,716 58,768,586 234,880,400 1,640,000 2,950,000 15,968,500 2,058,456 9,100,000 1,000,000 26,620,529 Maturities of commitments and contingencies are less than one year except for the certain amounts of letters of guarantee which are indefinite. Barter Agreements: The Group, as a common practice in the media sector, entered into barter agreements. These agreements involve the exchange of goods or services without cash collections or payments. At 31 December 2000, barter agreements are as follows: Subsidiaries and Joint Ventures Do¤an Burda Rizzoli Hürriyet Milliyet ANS Simge Subsidiaries and Joint Ventures Do¤an Burda Rizzoli Hürriyet Milliyet ANS Simge 2000 Invoices Issued 1999 Invoices Issued 111,278 1,400,666 347,496 899,047 1,015,472 467,449 2,071,340 1,124,715 - 3,773,959 3,663,504 2000 Invoices Received 1999 Invoices Received 59,450 1,816,686 280,494 350,020 429,130 1,377,134 2,329,726 1,048,341 - 2,935,780 4,755,201 At 31 December 2000, on-going barter agreements are limited to US$ 7,902,730 and TL 656,259 million. (1999: US$ 4,510,030 and TL 1,271,482 million) 107 DO⁄AN fi‹RKETLER GRUBU HOLD‹NG A.fi. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER (Amounts expressed in terms of the purchasing power of the Turkish lira at 31 December 2000, unless otherwise indicated) NOTE 35 - SUBSEQUENT EVENTS 1. On 22 February 2001, due to the turmoil in the Turkish financial sector, the Turkish government concluded that the managed exchange rate was no longer sustainable. The crawling-peg system, which had limited the depreciation of the local currency, was abandoned in favour of a free-floating exchange rate. The Turkish lira has depreciated in excess of 85% when compared to the exchange rates prevailing at 31 December 2000. There is uncertainty as to the effects of the ongoing volatility in the financial markets on the financial condition of the Group and its future operations and cash flows at present. 2. At the General Shareholders Meeting dated 14 June 2001, it was decided to increase the registered share capital of the Holding from TL 100,000,000 million to TL 600,000,000 million upon the approval of Capital Market Board dated 21 May 2001 and numbered OFD/1255-5777 and the approval of Ministry of Trade and Industry - General Directory of Domestic Trade dated 23 May 2001 and numbered 3818. 108 Produced by Finar Corporate Design. DO⁄AN fi‹RKETLER GRUBU HOLD‹NG A.fi. Oymac› Sok. No: 51 Altunizade 81190 Üsküdar ‹stanbul TURKEY Tel: +90 216 556 90 00 Fax: +90 216 556 93 98 www.doganholding.com.tr