Kuoni Gb12 Financialreport en 2012

FINANCIAL REPORT 02
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CONTENT
CORPORATE GOVERNANCE 241
Introduction 243
Group Structure and Shareholders 244
Capital Structure 245
Board of Directors 252
The Group Executive Board 264
Compensation, Shares and Loans 265
Shareholders' Participation Rights 266
Changes of Control and
Defence Measures 269
Auditors 270
Information Policy 272
Compensation Report 275
AGENDA 295
Agenda 2013 295

Colophon 296

FINANCIAL REPORT 147
FIVE-YEAR-SUMMARY OF KEY DATA 150
KUONI GROUP 153
Statement of Financial Position 155
Income Statement 156
Statement of Comprehensive Income 157
Statement of Changes in Equity 158
Statement of Cash Flows 159
Accounting Principles 160
Notes to the Consolidated
Financial Statements 168
Principal Subsidiaries and Associates 214
Report of Statutory Auditor 218
KUONI TRAVEL HOLDING LTD 221
Statement of Financial Position 223
Income Statement 224
Notes 225
Board of Directors' Proposal for the
Appropriation of Retained Earnings 237
Report of the Statutory Auditor 238
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FIVE-YEAR
SUMMARY
OF KEY DATA
02_01
02_FINANCIAL REPORT KUONI GROUP 02_FINANCIAL REPORT KUONI GROUP
02_01
CHF million 2012 2011 2010 2009 2008
Turnover
Outbound Europe 2143 2098 2285 2321 2930
Outbound Nordic 993 929 979 957 1092
Outbound Kuoni Europe 1151 1170 1307 1364 1839
Global Travel Services 2554 1844 490 415 601
Group Travel 964 789 n.a. n.a. n.a.
FIT (Fully Independent Traveller) 1590 1070 n.a. n.a. n.a.
Emerging Markets & Specialists 1326 1286 1324 1264 1464
Specialists 922 900 955 950 1067
Outbound Emerging Markets 207 222 226 193 281
VFS Global 205 176 156 129 123
Less turnover elimination between Divisions 178 117 115 106 140
Total 5845 5111 3984 3894 4855
EBITA
Outbound Europe 3.8 24.3 55.8 25.2 115.1
Outbound Nordic 40.5 35.1 55.8 21.7 45.8
Outbound Kuoni Europe 36.7 10.8 0.0 3.5 69.3
Global Travel Services 78.4 62.1 6.5 5.1 18.2
Group Travel 22.1 19.0 n.a. n.a. n.a.
FIT (Fully Independent Traveller) 61.6 63.3 n.a. n.a. n.a.
Acquisition and integration cost 5.3 20.2 n.a. n.a. n.a.
Emerging Markets & Specialists 60.2 79.1 70.9 48.4 59.6
Specialists 30.9 35.4 38.8 37.1 52.0
Outbound Emerging Markets 6.2 1.8 4.3 9.7 10.6
VFS Global 35.5 41.9 36.4 21.0 18.2
Corporate 23.1 52.6 61.0 48.4 30.1
Total 119.3 112.9 72.2 30.3 162.8
EBIT
Outbound Europe 15.3 20.3 53.0 22.4 112.6
Outbound Nordic 39.4 33.9 54.7 20.5 44.6
Outbound Kuoni Europe 54.7 13.6 1.7 1.9 68.0
Global Travel Services 52.6 36.7 6.1 4.9 17.8
Group Travel 17.4 13.4 n.a. n.a. n.a.
FIT (Fully Independent Traveller) 40.5 43.5 n.a. n.a. n.a.
Acquisition and integration cost 5.3 20.2 n.a. n.a. n.a.
Emerging Markets & Specialists 39.1 69.8 60.3 36.2 50.1
Specialists 14.3 26.6 28.9 25.5 43.3
Outbound Emerging Markets 10.7 1.3 5.0 10.3 11.4
VFS Global 35.5 41.9 36.4 21.0 18.2
Corporate 23.1 52.6 61.0 48.4 30.1
Total 53.3 74.2 58.4 15.1 150.4
CHF million 2012 2011 2010 2009 2008
Net result 13.2 33.3 23.2 1.6 151.0
Investments in tangible xed
assets and intangible assets 58.4 57.2 43.3 44.2 59.5
Depreciation 51.5 54.1 41.1 37.2 36.7
Amortisation 38.8 38.7 13.8 15.2 12.5
Cash ow(net cash from
operating activities)
1
106.4 110.5 117.0 46.7 108.7
Net debt 291.2 306.4 66.6 59.3 88.0
Non-current assets 1483 1576 773 827 809
Current assets 927 923 1048 1025 919
Equity 741 775 562 592 606
Equity ratio 30.8% 31.0% 30.9% 32.0% 35.1%
Non-current liabilities 130 415 302 319 98
Current liabilities 1539 1309 957 941 1024
Total assets 2410 2499 1821 1852 1728
Invested capital
2
1025 1233 748 760 701
Return on Invested Capital (ROIC)
3
2.8% 3.3% 5.4% 0.1% 18.8%
Kuoni Economic Prot (KEP)
4
58.3 47.4 23.3 64.3 71.9
Average number of personnel (FTE) 12279 11048 8772 9070 9797
Outbound Europe 2734 2743 2697 2730 3211
Outbound Nordic 836 817 803 800 854
Outbound Kuoni Europe 1898 1926 1894 1930 2357
Global Travel Services 3105 2247 697 685 745
Group Travel 1767 1364 697 685 745
FIT (Fully Independent Traveller) 1338 883 0 0 0
Emerging Markets & Specialists 6325 5909 5269 5530 5735
Specialists 2198 2117 2053 2132 2054
Outbound Emerging Markets 1554 1637 1422 1638 1958
VFS Global 2573 2155 1794 1760 1723
Corporate 115 149 109 125 106
The data presented are based on the consoli-
dated nancial statements. Any changes made
to Kuoni Group accounting policies as a result
of changes to International Financial Reporting
Standards are not retroactively applied.
1 The presentation of the cash ow was
adjusted in 2012. 2011 is restated but the past
years are not.
2 Invested capital is the average annual total
of all net current assets, tangible xed assets,
goodwill, other intangible assets and other net
assets (excluding interest-bearing assets and
liabilities).
3 Return on Invested Capital (ROIC) is dened
as net operating prot after tax (NOPAT) as a
proportion of average invested capital. NOPAT
is dened as earnings before interest and taxes
(EBIT) less income dependent taxes
4 Kuoni Economic Prot or KEP is dened as net
operating prot after tax (NOPAT) less the cost
of capital invested in operations. The cost of capital
invested in operations is determined by multiplying
the average invested capital by the weighted
average cost of capital (WACC) of 8.50% of the
Kuoni Group. The cost of capital invested for
GTA was calculated in 2011 for the eight-month
period following its acquisition on 1 May 2011.
151 02_FINANCIAL REPORT KUONI GROUP
02_01
CHF 2012 2011 2010 2009 2008
Cash ow(net cash fromoperating activities)
5

Per registered share A 5.57 6.41 8.15 3.26 7.60
Per registered share B 27.86 32.05 40.76 16.31 38.01
Net result
Equity
Dividend
Per registered share A 0.60
6 7
0.60
7
0.50
7
1.60 2.00
Per registered share B 3.00
6 7
3.00
7
2.50
7
8.00 10.00
Total dividend payout 11995200
8
11472696 7235672 22956088 28631310
Payout ratio n.a. 34.4% 31.2% >100% 19.0%
Yield (at year end rate) 1.09% 1.33% 0.55% 2.29% 2.78%
Registered share A (Nominal value CHF 0.20)
Number outstanding 1249500 1249500 952000 952000 952000
Number entitled to dividend 1249500 1249500 952000 952000 952000
Stock market prices not listed not listed not listed not listed not listed
Registered share B (Nominal value CHF 1.00)
Number outstanding 3748500 3748500 2856000 2856000 2856000
Number entitled to dividend 3576947
9
3574332 2703869 2679111 2672731
Stock market prices high 341 439 459 387 616
low 217 213 294 253 290
at year-end 274 225 454 349 360
Annual trading volume in CHF million 758 839 787 697 1447
Stock market capitalisation
as at 31 December in CHF million 1096 900 1383 1063 1097
5 The presentation of the cash ow was
adjusted in 2012. 2011 is restated but the past
years are not.
6 Proposal of the Board of Directors to the
General Meeting of Shareholders on 17 April 2013.
Subject to denitive approval by the General
Meeting of Shareholders.
7 Distribution to shareholders of a with-
holding tax-free appropriation from the capital
contribution reserve.
8 The company will waive its entitlement to
such payments from the capital contribution reserve
for the treasury shares held on the distribution
date which are reserved for use in its employee
share plan.
9 As at 31 December 2012.
152
Information about the key data is also available on kuoni.com (Quick Search: 12201)
02_02
KUONI
GROUP
K
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i

G
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o
u
p
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Assets CHF 1 000 Notes 31 Dec 2012 % 31 Dec 2011 %
Non-current assets
Tangible xed assets [13] 184 576 7.7 200 799 8.0
Goodwill [14] 920 922 38.2 939 778 37.6
Other intangible assets [15] 302 453 12.5 347 336 13.9
Investments in associates [16] 2 221 0.1 11 562 0.5
Investments in joint ventures [17] 44 0.0 0 0.0
Other nancial assets [18] 40 270 1.7 42 273 1.7
Deferred taxes [24] 33 093 1.4 34 146 1.4
Total non-current assets 1 483 579 61.6 1 575 894 63.1
Current assets
Cash and cash equivalents [19] 321 307 13.3 288 861 11.6
Time deposits [20] 13 241 0.5 86 874 3.5
Accounts receivable / other receivables [21] 403 837 16.8 366 934 14.7
Prepaid expenses 188 371 7.8 180 349 7.1
Total current assets 926 756 38.4 923 018 36.9
Total assets 2 410 335 100.0 2 498 912 100.0
Equity and liabilities CHF 1 000 Notes 31 Dec 2012 % 31 Dec 2011 %
Equity
Share capital [22] 3 998 0.2 3 998 0.2
Treasury shares [22] 15 710 0.7 17 163 0.7
Reserves 745 022 30.9 779 047 31.1
Equity attributable to shareholders
of Kuoni Travel Holding Ltd. 733 310 30.4 765 882 30.6
Non-controlling interests [22] 8 075 0.4 8 728 0.4
Total equity 741 385 30.8 774 610 31.0
Liabilities
Provisions [23] 15 062 0.6 19 819 0.8
Deferred taxes [24] 83 500 3.5 97 118 3.9
Financial debts [25] 31 176 1.3 298 068 11.9
Total non-current liabilities 129 738 5.4 415 005 16.6
Financial debts [25] 202 364 8.4 11 391 0.4
Accounts payable / other payables [26] 283 558 11.8 306 881 12.3
Advance payments by customers 392 252 16.3 372 718 14.9
Accrued expenses [26] 661 038 27.3 618 307 24.8
Total current liabilities 1 539 212 63.8 1 309 297 52.4
Total liabilities 1 668 950 69.2 1 724 302 69.0
Total equity and liabilities 2 410 335 100.0 2 498 912 100.0
STATEMENT OF FINANCIAL POSITION 02_02_01
156
CHF 1 000 Notes 2012 % 2011 %
Turnover [3/4] 5 845 493 100.0 5 111 325 100.0
Direct costs 4 743 026 81.1 4 085 654 79.9
Gross prot [3/5] 1 102 467 18.9 1 025 671 20.1
Personnel expense [6] 603 707 10.3 524 675 10.3
Marketing and advertising expense 73 997 1.4 82 560 1.6
Other operating expense [7] 253 571 4.3 251 443 4.9
Share in result from joint ventures [17] 382 0.0 0 0.0
Depreciation [8] 51 518 0.9 54 084 1.1
Earnings before interest, taxes
and amortisation (EBITA) 119 292 2.0 112 909 2.2
Amortisation [15] 38 781 0.7 38 723 0.7
Impairment [14/15] 27 233 0.4 0 0.0
Earnings before interest and taxes (EBIT) [3/9] 53 278 0.9 74 186 1.5
Financial income [10] 5 699 0.1 6 673 0.1
Financial expense [10] 51 321 0.9 16 068 0.3
Result before taxes 7 656 0.1 64 791 1.3
Income taxes [11] 20 833 0.4 31 446 0.6
Net result 13 177 0.3 33 345 0.7
Of which:
Attributable to non-controlling interests 1 606 0.0 1 550 0.0
Attributable to shareholders of Kuoni Travel Holding Ltd. 14 783 0.3 31 795 0.7
Basic earnings per registered share A in CHF [12] 0.77 1.84
Diluted earnings per registered share A in CHF [12] 0.77 1.84
Basic earnings per registered share B in CHF [12] 3.87 9.22
Diluted earnings per registered share B in CHF [12] 3.87 9.22
INCOME STATEMENT 02_02_02
Information about the statement of nancial position as well as the income
statement is also available on kuoni.com (Quick Search: 12202/12203)
CHF 1 000 2012 2011
Net result 13 177 33 345
Other comprehensive income
Realised gains or losses from cash ow hedges
transferred to income statement 14 933 10 599
Recognised gains or losses from cash ow hedges 9 556 14 396
Translation differences 5 293 64 162
Income taxes on other comprehensive income 6 367 6 499
Total other comprehensive income 12 829 45 666
Total comprehensive income 26 006 12 321
Of which:
Attributable to non-controlling interests 1 454 1 574
Attributable to shareholders of Kuoni Travel Holding Ltd. 27 460 13 895
STATEMENT OF COMPREHENSIVE INCOME 02_02_03
158
STATEMENT OF CHANGES IN EQUITY 02_02_04
Reserves
CHF 1 000
Share
capital
Treasury
shares
Capital
reserves
Retained
earnings
Other
reserves
1
Total equity
of Kuoni
share-
holders
Non-
controlling
interests
Total
equity
Equity as at 1 January 2011 3 046 3 943 197 123 570 349 213 055 553 520 8 874 562 394
Net result 31 795 31 795 1 550 33 345
Other comprehensive income:
* Realised gains or losses
from cash ow hedges
transferred to income statement 10 599 10 599 10 599
* Recognised gains or losses
from cash ow hedges 14 396 14 396 14 396
* Translation differences 64 186 64 186 24 64 162
* Income taxes on other
comprehensive income 6 499 6 499 6 499
Total comprehensive income 31 795 45 690 13 895 1 574 12 321
Dividends 7 236 7 236 1 720 8 956
Use of treasury shares 550 470 1 020 1 020
Capital increase 952 12 670 256 088 9 857 234 513 234 513
Changes in ownership interests 0 0
Equity as at
31 December 2011 3 998 17 163 453 211 584 581 258 745 765 882 8 728 774 610
Net result 14 783 14 783 1 606 13 177
Other comprehensive income:
* Realised gains or losses
from cash ow hedges
transferred to income statement 14 933 14 933 14 933
* Recognised gains or losses
from cash ow hedges 9 556 9 556 9 556
* Translation differences 5 445 5 445 152 5 293
* Income taxes on other
comprehensive income 6 367 6 367 6 367
Total comprehensive income 14 783 12 677 27 460 1 454 26 006
Dividends 11 473 11 473 2 107 13 580
Use of treasury shares 1 453 4 908 6 361 6 361
Capital increase 0 0
Changes in ownership interests 0 0
Equity as at
31 December 2012 3 998 15 710 453 211 563 233 271 422 733 310 8 075 741 385
1 For further details see note 22.
STATEMENT OF CASH FLOWS 02_02_05
CHF 1 000 Notes 2012
2011
restated
Cash ow from operating activities
Net result 13 177 33 345
Income taxes [11] 20 833 31 446
Net nancial result [10] 45 622 9 395
Earnings before interest and taxes (EBIT) [3/9] 53 278 74 186
Depreciation and amortisation 90 299 92 807
Impairment 27 233 0
Other non-cash expenses and income (net) 747 4 105
Changes in net working capital
* Accounts receivable / other receivables 60 835 28 039
* Prepaid expenses 23 107 2 920
* Accounts payable / accrued expenses 22 346 7 781
* Advance payments by customers 27 923 46 487
Income taxes paid 31 437 29 082
Net cash from operating activities (cash ow) 106 447 110 497
Cash ow from investing activities
Purchase of tangible xed assets [13] 27 377 36 035
Purchase of intangible assets [15] 31 042 21 157
Acquisition of subsidiaries, net of cash and cash equivalents acquired [2] 821 607 591
Disposal of assets 15 519 1 889
Sales of Subsidiaries, net of cash and cash equivalents transferred [2] 9 100 0
Decrease in time deposits (net) 75 176 792
Purchase of shares of associates [16] 0 402
Investments in joint ventures [17] 426 0
Decrease in other nancial assets (net) 699 629
Interest received 4 026 2 249
Other nancial expenses paid (net) 12 227 260
Net cash used in investing activities 13 029 660 950
Cash ow from nancing activities
Repayment of nancial debts (net) 74 105 51 032
Interest paid 10 609 11 881
Share capital increase 0 234 513
Distributions to non-controlling interests 2 107 1 720
Distributions to shareholders of Kuoni Travel Holding Ltd. 11 473 7 236
Net cash used in nancing activities 98 294 264 708
Effects of exchange rate changes on cash and cash equivalents 11 264 13 292
Net increase in cash and cash equivalents 32 446 299 037
Cash and cash equivalents at beginning of year 288 861 587 898
Cash and cash equivalents at end of year 321 307 288 861
For further details see note 29.
160
ACCOUNTING PRINCIPLES 02_02_06
Kuoni Travel Holding Ltd. (the Company)
is domiciled in Zurich. The consolidated
nancial statements for the year ended
31 December 2012 cover the Company and
all its subsidiaries (Kuoni Group) and associ-
ates and joint ventures. The Company is one
of Europes leading tourism companies,
active in the leisure travel, destination
management eld and visa services. The
consolidated nancial statements are pre-
pared in accordance with International
Financial Reporting Standards (IFRS) and
comply with Swiss law.
BASIS OF PREPARATION
The consolidated nancial statements are pre-
sented in Swiss francs (CHF), rounded to the
nearest thousand. The consolidated nancial
statements are prepared on the historical
cost basis except for derivative nancial
instruments, nancial assets and nancial in-
struments available for sale, which are stated
at their fair value. Non-current assets and
disposal groups held for sale are stated at the
lower of the carrying amount and fair value
less costs to sell.
The preparation of the consolidated nancial
state ments in conformity with IFRS requires
management to make judgements, estimates
and assumptions that affect the application
of policies and reported amounts of assets,
liabilities, income and expenses. Actual re-
sults may differ from these estimates. Critical
judgements made by management in the
application of IFRS that have a signicant
effect on the nancial statements and key
sources of estimation uncertainties are dis-
cussed separately. The accounting policies
have been applied consistently to all periods
presented in these consolidated nancial
statements, with the exceptions described
below.
An additional subtotal was added to the
presentation of the income statement, the
operating result before amortisations
and impairment (EBITA), as this gure better
expresses the operating performance.
The way cash ows are shown has been amen-
ded in 2012. Now interest received is shown
as part of the cash ow from investing ac-
tivities, while interest paid is shown as part
of the cash ow from nancing activities,
because this better reects the nature of the
cash ows. Hitherto, these elements
were included in the cash ow from operating
activities and published in the notes. The
nancial effects on the presented cash ows
may be summarised as follows:
CHF million 2012 2011
Cash ow from:
operating activities + 18.8 + 9.4
investing activities 8.2 + 2.5
nancing activities 10.6 11.9
Following the acquisition of Gullivers Travel
Associates (GTA) in May 2011 and the intro-
duction of the new corporate structure in
October 2011, the Kuoni Group is reporting on
the basis of its new organisational structure
for the nancial year 2012. The segment
reporting (incl. previous years gures) has
been adapted to match the new organisa-
tional structure.
Outbound Nordic includes the Sweden,
Norway, Denmark and Finland markets with its
brand Apollo and Falk Lauritsen (only in
Denmark), as well as the Scandinavian airline
Novair and the Playitas sports and family
holiday resort on Fuerteventura, Spain. Most of
the products sold in Scandinavia and Finland
are easy-to-book package holidays to short,
medium and long-haul beach destinations.
Outbound Kuoni Europe includes all the
markets in Europe that are operated under
the Kuoni brand and its sub-brands, i.e.
the markets of Switzerland, United Kingdom,
France, Italy, Spain and Benelux (Nether-
lands and Belgium). Most of the business
done in these markets falls into the category
of premium-sector tour operating, and is
focused on individual and tailor-made holiday
travel. Package holidays are only offered
as an additional line in the Swiss market.
Group Travel includes B2B group travel busi-
ness and B2B MICE activities. Group travel
business focuses on creating individual,
tailor-made group travel for tour operators
and travel agents. The tour operators buy
in these group arrangements and then offer
them to their own customers in local source
markets. The MICE business, through its
different brands, offers itself as a comprehen-
sive service agency for the organisation
and execution of conferences, congresses,
trade fairs, events and incentives. This in-
cludes organising infrastructure, logistics,
arrivals and de partures (without ights),
overnight stays and leisure programmes.
FIT (Fully Independent Traveller) populates
Kuonis own worldwide databases with a
wide range of different travel services. The
majority of these services are overnight
hotel stays, but they also include individual
and regular transfer services, city tours
and excursions, tickets, tour guide services
and restaurants, all of which can be booked
online. The business models in FIT are
based on B2B relationships with various
business partners.
Emerging Markets includes the tour opera-
ting activities in India, China/Hong Kong and
Russia.
The specialists focus on their core destina-
tions and core styles of travel, and they pride
themselves on being able to meet the most
exacting customer requirements. Kuoni has
outbound specialists in Switzerland, the
UK and the Netherlands/Belgium. Destination
Management specialists are local experts
with ofces in the holiday destinations them-
selves. Kuoni runs a worldwide network of
6 destination management companies (USA,
Africa, Middle East, India and Asia-Pacic).
VFS Global helps governments and embas-
sies process travellers visa applications
securely and efciently. The authorities out-
source the administrative tasks involved to
VFS Global.
02_02_06 ACCOUNTING PRINCIPLES
ADOPTION OF CHANGED
STANDARDS IFRS
The Kuoni Group adopted the following
revised or new standards with effect from
1 January 2012:
* IFRS 7: Disclosure Transfer of nancial
Instruments
* IAS 12: Deferred Taxes: realisation of
underlying assets
The adoption and application of the above
standards and interpretations had no effect
on these consolidated nancial statements.
FUTURE IFRS CHANGES
With the exception of IAS 19, the Kuoni Group
does not expect these new and revised
standards and interpretations to have any
signicant effect on its results and nancial
situation to date. They will, however, have
an impact on transactions effected on or after
1 January 2013. This applies in particular to:
The amendments to IAS 19 Employee Bene-
ts must be adopted from 1 January 2013.
From its corresponding analyses to date, the
Kuoni Group expects such adoption to have
the following impact on its consolidated results:
In future, actuarial gains and losses will be
recognised immediately in Other compre-
hensive income. The previous option of de-
ferring such recognition using the corridor
approach will no longer be permitted. Under
that approach, such gains and losses were
shown in results for the period if they ex-
ceeded 10% of the higher of the prior years
fund assets or pension obligations amount.
As of 31 December 2012, unrecognised actu-
arial losses amounted to CHF 54 million (2011:
CHF 47 million). The adoption of the amend-
ments to IAS 19 is thus likely to result
in greater volatility in pension fund assets/
liabilities and consolidated equity.
As a further consequence of the adoption
of the amendments to IAS 19, interest on plan
assets will no longer be estimated based
on expected asset returns under current asset
allocations. In future, such interest will be
based on the discount rate. Before account-
ing for deferred taxes, the effect of actuarial
losses, which have not yet been recognised
on the equity as at 1 January 2012, was es-
timated to be about CHF 47 million. The net
periodic pension cost would probably have
been CHF 1.6 million higher (previous year
CHF 2.7 million) if the new provisions had been
adopted for the 2012 business year. The im-
pact on the other result in the 2012 business
year is estimated to be about CHF 6 million.
SUBSIDIARIES
Subsidiaries are entities controlled by Kuoni
Travel Holding Ltd. Control is the power to
directly or indirectly govern the nancial and
operating policies of an entity so as to obtain
benets from its activities. This is the case
where the Group holds more than 50% of the
voting rights of an entity or where the Group
has been granted management of an entity
contractually or is exercising control by other
means. Subsidiaries acquired in the course
of the accounting year are consolidated from
the date the control effectively commences.
Subsidiaries sold in the course of the ac-
counting year are deconsolidated as of the
date on which control ceases.
The full consolidation method is used, under
which all assets, liabilities, income and ex-
penses of the subsidiaries are included in the
consolidated nan cial statements. The share
Effective date
Planned
application
New Standards
IFRS 10 Consolidated Financial Statements 1 January 2013 Reporting year 2013
IFRS 11 Joint Arrangements 1 January 2013 Reporting year 2013
IFRS 12 Disclosure of Interests in Other Entities 1 January 2013 Reporting year 2013
IFRS 13 Fair Value Measurement 1 January 2013 Reporting year 2013
IFRS 9 Financial Instruments and related amendments to IRFS 7 regarding transition 1 January 2015 Reporting year 2015
Revisions and amendments of Standards and Interpretations
Presentation of Items of Other Comprehensive Income (Amendments to IAS 1) 1 July 2012 Reporting year 2013
IAS 19 Employee Benets 1 January 2013 Reporting year 2013
IAS 28 Investments in Associates and Joint Ventures 1 January 2013 Reporting year 2013
Disclosures Offsetting Financial Assets and Financial Liabilities (Amendments to IFRS 7) 1 January 2013 Reporting year 2013
Improvements to IFRSs (May 2012) 1 January 2013 Reporting year 2013
Offsetting Financial Assets and Financial Liabilities (Amendments to IAS 32) 1 January 2014 Reporting year 2014
162
of net assets and net prot or loss attribut-
able to minority shareholders is presented
separately as non-controlling interest on the
consolidated statement of nancial position,
and separately as non-controlling interest in
the consolidated income statement.
ASSOCIATES
Associates are entities in which the Kuoni-
Group is able to exercise signicant inu-
ence, but not control, over the nancial and
operating policies. The consolidated nancial
statements include in the nancial result
the Groups share of the total recognised
gains and losses of associates on an equity
accounting basis, from the date signicant
inuence commences until the date it ceases.
When the Groups share of losses exceeds
the carrying amount of the associate, the
carrying amount is reduced to nil and the
recognition of further losses is discontinued
except to the extent that the Group has
incurred further obligations in respect of the
associate.
JOINT VENTURES
Joint Ventures are entities which the Kuoni
Group cooperatively manages with a joint
venture partner, and whereby the Kuoni
Group is heavily involved in the manage-
ment. The consolidated nancial statements
include in the operating result the Groups
share of the total recognised gains and
losses of joint ventures on an equity account-
ing basis, from the date joint management
commences until the date it ceases. When
the Groups share of losses exceeds the car-
rying amount of the joint venture, the carrying
amount is reduced to nil and the recognition
of further losses is discontinued except to
the extent that the Group has incurred further
obligations in respect of the joint venture.
INTRAGROUP TRANSACTIONS
AND BALANCES
All intragroup transactions and balances and
any unrealised gains and losses or income
and expenses arising from intragroup trans-
actions are eliminated in the consolidation
process.
FOREIGN CURRENCY
TRANSACTIONS
Transactions in foreign currencies are trans-
lated at the exchange rate on the date of the
transaction. Monetary assets and liabilities in
foreign currencies are translated at year-end
rates. Non-monetary assets and liabilities in
foreign currencies that are stated at histori-
cal cost are translated at the exchange rate
on the date of the transaction. Non-monetary
assets and liabilities in foreign currencies
that are stated at fair value are translated at
the exchange rate at the date the values
were determined. Foreign exchange gains or
losses arising from translation are recognised
in the income statement.
CONSOLIDATION OF FOREIGN
SUBSIDIARIES
The consolidated nancial statements are
presented in Swiss francs (CHF). The nan-
cial statements of foreign subsidiaries are
prepared in their functional currency. Assets
and liabilities (including goodwill and fair-
value adjustments) of foreign subsidiaries are
translated to CHF at year-end exchange rates.
Revenue, expenses and cash ow amounts
are translated at weighted average ex change
rates. Foreign exchange differences arising
from the translation of foreign subsidiaries
are recognised directly in equity as a transla-
tion difference.
TURNOVER
The Group renders a wide range of travel
services. The revenue from rendering these
services is recognised in the income state-
ment at the time when the signicant risks
and rewards are transferred to the cus-
tomer. This is generally the case on the date
of departure or, in the case of destination
management activities, on the date of arrival.
Turnover comprises net sales revenues from
the tour operating business (after deduction
of sales taxes, value added tax, discounts
and commissions) as well as commissions
received from leisure travel retailing.
DIRECT COSTS
Direct costs includes all directly allocable
airline, ship, rail, hotel, car rental and similar
costs. Direct costs also includes the currency
gains or losses from exchange rate differ-
ences realised or incurred by individual sub-
sidiaries in the course of their operations.
EMPLOYEE BENEFITS
Wages, salaries, social security contributions,
paid vacation and sickness-related absences,
bonuses and non-monetary benets are al-
located to and shown in the year in which the
employee provided the service concerned
for the Kuoni Group. Where Kuoni provides
long-term employee benets, the costs are
accrued to match the service to be provided
by the employee, and the liabilities of the
Kuoni Group are discounted to take account
of the time value of money where the effects
are signicant.
SHARE-BASED COMPENSATION
Certain employees participate in share-
based employee participation plans, i.e.
programmes based on equity instruments of
Kuoni Travel Holding Ltd. For all share-based
employee compensation, the current market
value of the shares concerned is determined
on the date the entitlement is granted, and
is debited to personnel expense on the corre-
sponding income statements throughout
the period until the entitlement is awarded.
With all employee participation plans under
which equity instruments are awarded, the
compensation paid and any further amounts
resulting from the exercising of such benets
are shown as increases in equity. In the case
of cash-based employee participation plans,
the compensation awarded is shown as a lia-
bility at its fair value on the balance sheet date.
RETIREMENT BENEFITS
State retirement benets are provided in
the majority of countries in which the Kuoni
Group operates. The Group has additionally
set up a number of legally independent retire-
ment bene t plans or insurance schemes
in the following countries, which are generally
funded by the employee and the employer:
Dened benet plans: Switzerland, the United
Kingdom and Norway.
Dened contribution plans: Switzerland, the
United Kingdom, Italy, France, Sweden,
Denmark, Norway, the Netherlands, Austria,
the USA, India and Japan.
The plans are funded by the Groups subsi-
diaries (employer) and the employees.
Employers contributions to dened contribu-
tion plans are recognised as an expense
in the income statement when incurred. The
Groups net obligation in respect of dened
benet pension plans is calculated separately
for each plan by qualied actuaries using
the projected unit credit method. To the extent
that any cumulative unrecognised actuarial
gain or loss of a plan exceeds 10% of the
greater of the present value of the dened
benet obligation and the fair value of plan
assets, that portion is recognised in the in-
come statement over the expected average
remaining working lives of the employees
participating in the plan. Where actuarial cal-
culations result in a sur plus, this is only re c-
ognised to the extent that the Group derives
a future economic benet in the form of a
reduction in plan contributions or a refund.
Due to local regulations, the Group maintains
certain unfunded retirement benet plans.
The present value of the dened benet obli-
gation of unfunded plans is recognised as
a provision for employee benets.
OPERATING LEASE PAYMENTS
Leases where all the major risks and rewards
of ownership are effectively retained by the
lessor are classied 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.
Details of the treatment of nance leases
are provided under the accounting policy for
tangible xed assets.
DEPRECIATION
Depreciation includes the periodic consump-
tion of tangible xed assets and the other
intangible assets. It includes depreciation on
buildings and other tangible xed assets as
well as on the other intangible assets, which
were bought by Kuoni directly. Intangible as-
sets capitalised in the course of acquisitions
are presented separately (amortisation).
AMORTISATION
Amortisation includes the periodic con-
sumption of intangible assets capitalised
in the course of acquisitions.
INCOME TAXES
Income tax on the prot or loss for the year
comprises current and deferred taxes, based
on the local tax rates expected to apply for
each Group company. Income tax is recog-
nised in the income statement except to
the extent that it relates to items recognised
directly in equity, in which case it is recog-
nised in equity.
Current income tax is the expected tax pay-
able on the taxable income for the year,
calculated using tax rates enacted or substan-
tially enacted at the balance sheet date,
and any adjustment to tax payable in respect
of previous years.
Deferred tax is provided using the statement of
nancial position liability method, providing
for temporary differences between the carry-
ing amounts of assets and liabilities for nan-
cial reporting purposes and the amounts used
for taxation purposes. Temporary differences
relating to investments in subsidiaries are not
provided for to the extent that they will prob-
ably not reverse in the foreseeable future. De-
ferred tax liabilities on undistributed prots of
subsidiaries are recognised, unless dividend
payments to the ultimate Group holding com-
pany are not planned for the foreseeable fu-
ture. The amount of deferred tax recognised is
based on the expected manner of realisation
or settlement of the carrying amount of assets
and liabilities, using tax rates enacted or sub-
stantially enacted at the balance sheet date.
A deferred tax asset is recognised only to
the extent that it is probable that future tax-
able prots will be available against which
the asset can be utilised.
TANGIBLE FIXED ASSETS
Tangible xed assets are stated at cost less
accumulated depreciation and impairment
losses. Where an item of tangible xed as-
sets comprises major components having
different useful lives, they are accounted for
as separate tangible xed asset items. The
capitalisation of subsequent costs is evalu-
ated under the general recognition principle
for such assets at the time they are incurred.
Long-term leases of tangible xed assets
where the Group has substantially all the
risks and rewards of ownership are classied
as nance leases. Tangible xed assets
acquired by way of nance lease are stated
at an amount equal to the lower of their
fair value and the present value of the mini-
mum lease payments at the inception of
the lease, less accumulated depreciation and
any impairment losses. The related liabilities
are recognised as non-current or current
liabilities. The interest expense component of
nance lease payments is recognised in the
income statement using the effective interest
rate method.
Depreciation is charged to the income state-
ment on a straight-line basis over the esti-
mated useful lives of the items of tangible
xed assets (owned assets and assets under
164
nance leases and/or components thereof)
concerned. Land is not depreciated.
The estimated useful lives are as follows:
Years
Buildings 20 50
Other tangible xed assets:
Fixtures and equipment 10
Fixtures and equipment
at point of sale 8
IT hardware, ofce
equipment and vehicles 5
Personal computers and
ofce machines 3
INTANGIBLE ASSETS
Intangible assets comprise software, licen-
ces, trademark rights and similar rights
acquired from third parties or in a business
combination. Intangible assets acquired in
a business combination are recognised
separately from goodwill if they are subject to
contractual or legal rights or are separately
transferable and their fair value can be reli-
ably estimated. Intangible assets are stated
at cost less accumulated depreciation and
impairment losses. They are depreciated on a
straight-line basis over their expected useful
lives of three to ten years.
The Group does not have any intangible
assets with indenite useful lives, except for
goodwill.
GOODWILL
All business combinations are accounted for
by applying the acquisition method. Good-
will arising from the acquisition of a subsidi-
ary represents the excess of the cost of
the acquisition over the fair value of the net
identiable assets acquired, and is allocated
to cash-generating units. In respect of as-
sociates, the carrying amount of goodwill
is included in the carrying amount of the
investment in the associate. Purchase price
adjustments prior to 1 January 2010 are
still effected via goodwill.
Goodwill is stated at cost less accumulated
impairment losses. Goodwill is tested at least
annually for impairment.
FINANCIAL INVESTMENTS
The Group has investments classied as
available for-sale which include minority in-
vestments in listed and non-listed companies.
Available-for-sale investments are stated
at fair value, with any resultant gain or loss
recognised directly in equity, except for
impairment losses and, in the case of debt
securities, foreign ex change gains and losses.
When these investments are derecognised,
the cumulative gain or loss previously
recognised directly in equity is recognised in
the income statement.
The fair value of listed available-for-sale in-
vestments is their quoted bid price at the
balance sheet date. The fair value of unlisted
investments is estimated using valuation
techniques.
Time deposits (with a maturity exceeding
12 months from the date of acquisition), long-
term loans and other long-term receivables
are stated at their amortised cost less impair-
ment losses. Interest is recognised using
the effective interest rate method. The Group
does not have any instruments classied
as at fair value through prot and loss
(trading), with the exception of derivative
nancial instruments (see the accounting
policy on Derivative Financial Instruments).
TIME DEPOSITS, LOANS
AND ACCOUNTS RECEIVABLE
Time deposits (with a maturity bet ween 3
and 12months from the date of acquisition),
short-term loans and accounts receivable
are stated at their cost less impairment loss-
es. Impairment losses are recognised on an
individual basis, or on a portfolio basis (for ac-
counts receivable), where there is objective
evidence that impairment losses have been
incurred. The allowance on bad debt and the
receivable is written off if there are clear
indicators (such as a certicate of unpaid
debts) that the receivable is not collectable.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents contain cash
balances, postal giro accounts and bank
current accounts as well as time deposits
and money market investments with a maturity
not exceeding 3 months from the date
of acquisition.
IMPAIRMENT
The carrying amounts of the Groups assets
(other than deferred tax assets and pension
assets, for which separate accounting poli-
cies apply) are reviewed at each balance
sheet date to determine whether there is any
indication of impairment. If any such indica-
tion exists, the assets recoverable amount is
estimated. Goodwill is tested at least annually
for impairment.
An impairment loss is recognised in the in-
come statement whenever the carrying
amount of an asset exceeds its recoverable
amount. The recoverable amount of loans
and other receivables carried at amortised
cost is calculated as the present value of
estimated future cash ows, dis counted at the
original effective interest rate inherent in
the asset. Receivables with a short duration
carried at cost are not discounted. The
recoverable amount of available-for-sale
securities is their fair value. The recoverable
amount of other assets is the greater of
their fair value less costs to sell and their
value in use.
An impairment loss in respect of goodwill is
not reversed. An impairment loss in respect of
nancial investments classied as available-
for-sale is reversed if there is a subsequent
increase in the recoverable amount that can
be related objectively to an event occurring
after the impairment loss was recognised. In
respect of other assets, an impair ment loss
is reversed if there has been a change in the
estimates used to determine the recoverable
amount. Reversals of impairment losses are
recognised in the income statement, with the
exception of reversals of impairment losses
on equity investments classied as available-
for-sale.
TREASURY SHARES
When the Company or its subsidiaries
purchase the Companys own shares, the
consider ation paid, including any directly
attributable costs, is presented as treasury
shares and deducted from equity. Where
such shares are subsequently sold or
reissued, any consideration received is
included in equity.
FINANCIAL DEBT
Financial debt is initially recognised at fair
value, less attributable transaction costs.
Thereafter, nancial debt is stated at amor-
tised cost using the effective interest rate
method, with any difference between cost
and redemption value being recognised in the
income statement un der nancial expense
over the borrowing period. The contingent
purchase price payments from acquisitions,
which are made after 01.01.2010, are recog-
nised in the income statement. No changes
were made to the fair value of the contingent
purchase price payments in the reporting
year.
PROVISIONS
A provision is recognised in the statement of
nancial position when the Group has
a present legal or constructive obligation as
a result of a past event, when it is probable
that an outow of economic benets will be
required to settle the obligation and when a
reliable estimate can be made of the amount
of the obligation. If the effect is material,
provisions are determined by discounting the
expected future cash ows at a pre-tax
rate that reects current market assessments
of the time value of money and, where appro-
priate, the risks specic to the liability.
A provision for onerous contracts is recog-
nised when the expected benets to be
derived by the Group from a contract are
lower than the unavoidable cost of meeting
its obligations under the contract.
CONTINGENT LIABILITIES
Contingent liabilities are possible obligations
arising from past events whose existence
will be conrmed only by the occurrence
or non-occurrence of one or more uncertain
future events not wholly within the Groups
control. They may also be present
obligations that are unrecognised because
the future outow of resources is not
probable or the amount concerned cannot
be reliably determined. Contingent liabilities
are not recognised in the statement
of nancial position, but are disclosed.
ACCOUNTS PAYABLE
Accounts payable are stated at cost.
DERIVATIVE FINANCIAL
INSTRUMENTS
The Group uses derivative nancial instru-
ments primarily to hedge its exposure to
foreign exchange risks arising from opera-
tional, nancing and investment activities.
The Group largely uses forward-exchange
contracts, currency options and aviation fuel
options for this purpose. In accordance with
internal Group accounting principles, deriva-
tive nancial instruments are not used for
trading purposes. However, derivatives used
for hedging purposes that do not qualify
as hedge accounting are accounted for as
trading instruments.
All derivative nancial instruments were
recognised at market value for the rst time.
After the rst-time recognition, the deriva-
tive nancial instruments are recognised at
their market value and, if they are consumed
within the year, reported under receivables
from services / other services or debts from
services / other services. Any gains or losses
on the remeasurement of the fair value of
derivative nancial instruments that do not
qualify for hedge accounting are recognised
immediately in the income statement. The fair
value of the instruments used is the calcu-
lated amount that the Group would receive or
pay to terminate the contracts at the balance
sheet date, based on quotes from indepen-
dent counterparties.
HEDGING
Cash Flow Hedges
Where a derivative nancial instrument is de-
signated as a foreign currency hedge of the
variability in cash ows of a rm commitment
or a highly probable forecasted transaction,
the effective part of any gain or loss on the
derivative nancial instrument is recognised
directly in equity. Contracts of this kind are
classied as cash ow hedges.
When the rm commitment or forecast trans-
action results in the recognition of a non-
nancial asset or liability, the cumulative gain
or loss is removed from equity and included
in the initial cost of the non-nancial asset
or liability. Otherwise, the cumulative gain or
loss is removed from equity and recognised
in the income statement at the same time as
the hedged transaction. The ineffective part
of any gain or loss is recognised immediately
in the income statement.
When a hedging instrument expires or is
sold, terminated or exercised, or the entity
revokes the designation of the hedge relation-
ship but the hedged forecast transaction is
still expected to occur, the cumulative gain or
loss at that point remains in equity and is
recognised in accordance with the above
policy when the transaction occurs.
If the hedged transaction is no longer expect-
ed to take place, the cumulative unrealised
gain or loss recognised in equity is recog-
nised immediately in the income statement.
166
Hedging of Monetary Assets
and Liabilities
Where a derivative nancial instrument is
used to economically hedge the foreign
exchange exposure of a recognised monetary
asset or liability, no hedge accounting is
applied, and any gain or loss on the hedging
instrument is recognised in the income
statement. Related foreign exchange gains
and losses are also recognised in the in-
come statement as incurred.
NON-CURRENT ASSETS HELD FOR
SALE AND DISPOSAL GROUPS
Non-current assets (or disposal groups) are
classied as held for sale if their carrying
amount will be recovered principally through
a sale transaction rather than from continu-
ing use. The asset (or disposal group) must
be available for immediate sale in its present
condition and the sale must be highly prob-
able. Immediately before reclassication as
held for sale, the measurement of the assets
(and all assets and liabilities in a disposal
group) is brought up to date in accordance
with the applicable accounting standards. On
initial reclassication as held for sale, non-
current assets and disposal groups are rec-
ognised at the lower of their carrying amount
or fair value less costs to sell. Any impairment
losses on initial classication as held for sale
are recognised in the income statement.
SEGMENT REPORTING
A segment is a distinguishable component
of the Group which provides products and / or
services in a particular geographical area
or a particular tourism activity and for which
separate nancial information is available.
The results of the Groups operating seg-
ments are regularly reviewed by the Board
of Directors (as the Groups chief operating
decision-maker) to determine how resources
should be distributed and performance po-
tential assessed. Segments are managed at
the EBIT level.
The segment reporting reects the manage-
ment structure implemented within the Kuoni
Group. This divides up leisure travel activities
based on the geographical location of the
revenue generating Group company, which in
turn largely corresponds to the origin of the
customers concerned. The same geographical
breakdown based on the location of the
Group company would be less meaningful
for the activities of Destination Management,
which largely provides services at holiday
destinations.
The Groups seven reportable segments are
Outbound Nordic, Outbound Kuoni Europe,
Group Travel, FIT (Fully Independent Traveller),
Specialists, Outbound Emerging Markets and
VFS Global.
Interdivisional revenues are accounted for
at market rates. The reportable segments
apply the same accounting principles as the
Group.
All operational assets and liabilities which
can be directly or reasonably assigned to
a reportable segment are shown within the
divisions concerned.
EARNINGS PER SHARE (EPS)
Earnings per share are calculated by divid -
ing the net result attributable to Kuoni Travel
Holding Ltd. shareholders by the weighted
average number of registered shares
entitled to dividends during the year under
review.
Diluted earnings per share further take into
account any dilution effect which might have
resulted from the exercise of options.
MANAGEMENT ESTIMATES AND
ASSUMPTIONS
Estimates and underlying assumptions are
reviewed on an ongoing basis. Changes
in accounting estimates may be necessary if
there are changes in the circumstances on
which the estimate was based, or as a result
of new information or additional experience.
Such changes are recognised in the period in
which the estimate is revised.
The key assumptions about the future and key
sources of estimation uncertainty that have
a signicant risk of causing a material adjust-
ment to the carrying values of assets and
liabilities within the next twelve months are
described below.
Employee pension plans
Some employees of the Kuoni Group are insured
with pension plans with dened benets.
The calculation of the recognised balances
(CHF 16.5 million) and liabilities (CHF 0.2 million)
in respect of these facilities is based on
statistical and insurance-mathematical
cal culations of the actuaries. In doing so,
the cash value of the performance-oriented
liabilities depends on many assumptions,
in particular. In addition, the actuaries
depending on the Kuoni Group use statistical
data, such as the likelihood of withdrawals
and life expectancy of the policyholders.
Deviations from the assumptions can have
an inuence on the future reporting periods
of recognised balances and liabilities with
the employee pension plans.
Tangible xed Assets, Goodwill and
Other Intangible Assets
The Kuoni Group has tangible xed assets
with a carrying value of CHF 185 million
(see note 13), other intangible assets with a
carrying value of CHF 302 million (see
note 15) and goodwill with a carrying value
of CHF 921 million (see note 14).
Goodwill is reviewed annually for impairment.
The net book values of tangible xed assets
and other intangible assets are reviewed
if there is any indication of impairment. To as-
sess if any impairment exists, estimates are
made of the future cash ows expected to
result from the use of the asset and its even-
tual disposal. Actual outcomes could vary sig-
nicantly from such estimates of discounted
future cash ows. Factors such as changes
in the planned use of buildings, the presence
or absence of competition, technical obso-
lescence or lower than anticipated turnover
from cash-generating units with capitalised
goodwill could result in shortened useful lives
or impairment.
Provisions for Warranties
and Onerous Contracts
Group companies may become involved in
warranty proceedings or onerous contracts
in the course of their ordinary operating ac-
tivities. Provisions for warranties and onerous
contracts are measured on the basis of the
information available and a realistic estimate
of the expected outow of resources. The
outcome of these proceedings may result in
claims against the Kuoni Group that cannot
be met at all or in full through provisions or
insurance cover.
Litigation Provisions
The Kuoni Group is party to various legal pro-
ceedings. Further claims could also arise
which might not be covered by existing liabili-
ties or by insurance. Moreover, no assurance
can be given that the extent of such matters
will not increase, or that possible future
lawsuits, claims or proceedings will not be
material. Any such changes that arise could
impact the litigation provisions recognised
in the statement of nancial position in future
periods.
Income Taxes
As at 31 December 2012, the net receivable
for current income taxes amounts to
CHF 7.1 million, the net payable for current
income taxes amounts to CHF 24.1 million
and the net payable for deferred income taxes
amounts to CHF 50.4 million (see note 24).
Signicant estimates are required in determi-
ning the current and deferred tax assets
and liabilities. Some of these estimates are
based on interpretations of existing tax
laws and regulations. Management believes
that these estimates are reasonable and
that the recognised liabilities for income-tax-
related uncertainties are adequate. Various
internal and external factors may have fa-
vourable or unfavourable effects on income
tax assets and liabilities. These factors
include, but are not limited to, changes in tax
laws and regulations or their interpretation,
and changes in tax rates. Any such changes
that arise could impact the current and
deferred income tax assets and liabilities
recognised in the statement of nancial posi-
tion in future periods. Furthermore, in order
to determine whether tax loss carry-forwards
may be carried as assets, it is rst necessary
to critically assess the probability of future
taxable prots against which to offset them.
Such prots depend themselves on a variety
of inuencing factors and developments.
168
1. EXCHANGE RATES
The following exchange rates were used for the Groups most impor-
tant currencies:
2. ACQUISITIONS AND DISPOSALS 2012
ACQUISITIONS 2012
* Royal Tours Namibia (Pty) Ltd., Namibia
(100% acquired 1 June 2012), Tour Operating Business
DISPOSALS 2012
* Ski Verbier Ltd., London
(100% sold 31 October 2012), Tour Operating Business
* Kuoni Travel Netherland B.V., Amsterdam
(100% sold 30 November 2012), Tour Operating Business
* Viajes Kuoni S.A., Madrid
* UTE Megapolus Group Co. Ltd., Moscow
Year-end rates in CHF Average rates in CHF
Currency Unit 2012 2011 2012 2011
AED 1 0.249 0.256 0.255 0.242
AUD 1 0.951 0.954 0.971 0.914
DKK 1 0.162 0.164 0.162 0.166
EUR 1 1.207 1.217 1.205 1.233
GBP 1 1.478 1.451 1.486 1.421
HKD 1 0.118 0.121 0.121 0.114
INR 1 0.017 0.018 0.018 0.019
NOK 1 0.164 0.157 0.161 0.158
SEK 1 0.140 0.136 0.139 0.137
THB 1 0.030 0.030 0.030 0.029
USD 1 0.916 0.940 0.938 0.887
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 02_02_07
02_02_07 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
ACQUISITIONS 2011
* Lime Travel AB, Stockholm
(100% acquired 1 March 2011), Tour Operating Business
* Gullivers Travel Associates, London
(100% acquired 1 May 2011), Destination Management Services

In addition, our shareholdings in the following company were
increased in the course of 2011:
* UTE Megapolus Group Co. Ltd., Moscow
(from 80% to 92%), Tour Operating Business
CHANGES IN THE SCOPE OF CONSOLIDATION COMPANIES
CHF Million
Total
acquired
2012
Total
sold
2012
Gullivers Travel
Associates
2011 Others 2011
Total
acquired
2011
Tangible xed assets 0.0 2.3 18.8 0.0 18.8
Goodwill 0.7 0.0 599.8 1.5 601.3
Other intangible assets 0.1 0.5 293.2 1.4 294.6
Other tangible assets 0.0 0.6 5.8 0.1 5.9
Cash and cash equivalents 0.1 9.1 6.5 1.1 7.6
Time deposits 0.0 0.0 0.0 0.3 0.3
Accounts receivable / other receivables 0.0 1.9 188.8 0.4 189.2
Prepaid expenses 0.0 10.9 21.7 0.2 21.9
Non-current liabilities 0.0 0.0 73.0 0.4 73.4
Current liabilities 0.0 20.2 446.1 1.6 447.7
Non-controlling interest 0.0 0.0 0.0 0.0 0.0
Loss from sale of subsidiaries 0.0 5.1 0.0 0.0 0.0
Purchase price / sales price in cash 0.9 0.0 615.5 3.0 618.5
Cash and cash equivalents acquired / transferred 0.1 9.1 6.5 1.1 7.6
Purchase price not yet paid / sales price not yet received 0.0 0.0 1.7 0.4 2.1
Sales price adjustments on prior year acquisitions 0.0 0.0 0.0 1.2 1.2
Cash ow from acquisitions and disposals 0.8 9.1 607.3 0.3 607.6
170
ACQUISITIONS 2012
The company acquired in the reporting year bases its annual nancial
statements on the local accounting principles that dier from the
IFRS. Predominantly, the fair value adjustments relate to intangible
assets and the corresponding deferred taxes. The goodwill arising
as part of the acquisition predominantly reects the value of the expec-
ted purchase-specic synergies, business processes and employees
taken over. The assets of the company acquired in the previous year
were not adjusted in the reporting year.
Due to its size, the acquisition made in 2012 is classied as being of
minor importance. The purchase price for Royal Tours amounted
to NAD 7.5 million (CHF 0.9 million) in chash. The company gene-
rated net sales of CHF 0.9 million (seven months) and a balanced
operating result in 2012.
If the acquisition had been carried out as of 1 January 2012, Kuoni
Group would have posted nets sales that would have been higher by
CHF 0.3 million and the same operating result for the 2012 scal year.
ACQUISITIONS 2011

GULLIVERS TRAVEL ASSOCIATES (GTA), LONDON
The Kuoni Group acquired Gullivers Travel Associates (GTA) in full,
together with its subsidiaries in Europe, Asia and the Americas,
at the beginning of May 2011. GTA is one of the worlds leaders in the
rapidly-growing online travel services market, with operations in
26 cities. GTAs online reservation facilities were used to book some
12 million hotel bednights in 2010.
GTAs core business is centred on hotel reservations, coach services,
transfers, city sightseeing tours and destination services for group
and individual travellers. In strategic terms, GTA excellently enhances
Kuonis traditional tour operating business. The acquisition also ts
well into the current business activities of Kuoni Group Travel and
FIT. While GTAs strengths lie in the swifly-growing online business-
to-business services market, Kuoni activities specialised in group
leisure travel arrangements. GTA is also strongly anchored in the
rapidly-expanding Asian market. GTAs results are incorporated into
the reporting segment Group Travel and FIT.
The GTA purchase price amounted to USD 664 million in cash.
The assets and liabilities in the table were taken over as shown. The
acquisition-related intangible assets identied were valued at
CHF 273 million while non-tax-deductible goodwill amounted to
CHF 600 million. The resulting goodwill largely reects the value
of the synergies and future earnings which Kuoni expects to generate
from the acquisition.
GTA reported turnover of CHF 1346 million for the eight-month period
of its Kuoni Group ownership in 2011 and an EBIT afer amorti-
sation of intangible assets of CHF 16.4 million. The Kuoni Group
incurred acquisition and integration costs of CHF 20.2 million
as a result of the acquisition. These are included in Other operating
expense 2011.
If the acquisition had been eected as of 1 January 2011, GTA
would have contributed a CHF 472 million higher turnover and a
CHF 8 million lower EBIT result.
OTHER ACQUISITIONS 2011
The second acquisition in 2011, of Lime Travel, is of minor importance
in view of its size. The purchase price amounted to SEK 21 million
in cash. The company generated turnover of CHF 9 million in the ten-
month reporting period and achieved a breakeven EBIT result.
Had the two acquisitions been eected on 1 January 2011, the
Kuoni Group would have reported an additional CHF 474 million of
turnover and a CHF 8 million lower EBIT result for the year.
172
3. SEGMENT REPORTING
Information
by reportable
segments Outbound Nordic
Outbound Kuoni
Europe Group Travel
FIT (Fully Independent
Traveller) Specialists
Outbound Emerging
Markets VFS Global
Total reportable
segments Corporate
Investment &
cost reduction
programme /
Acquisition &
integration cost Group
CHF 1000 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011
External turnover 992 637 928 927 1 147 401 1 168 079 952 700 739 035 1 567 132 1 068 590 774 073 808 549 206 321 221 761 205 229 176 384 5 845 493 5 111 325
Turnover with
other segments 517 567 3 287 1 715 11 238 49 884 22 576 1 494 147 796 91 878 284 171 0 0 185 698 145 709
Turnover of segments 993 154 929 494 1 150 688 1 169 794 963 938 788 919 1 589 708 1 070 084 921 869 900 427 206 605 221 932 205 229 176 384 6 031 191 5 257 034
Eliminations 185 698 145 709
Turnover 5 845 493 5 111 325
GOP 184 147 169 013 205 033 225 832 170 445 138 812 198 866 148 114 154 306 155 655 35 290 47 386 154 380 140 859 1 102 467 1 025 671 1 102 467 1 025 671
GOP margin 18.5% 18.2% 17.8% 19.3% 17.7% 17.6% 12.5% 13.8% 16.7% 17.3% 17.1% 21.4% 75.3% 80.1% 18.9% 20.1%
Share in result
from joint ventures 382 0 382 0 382 0
Depreciation 3 170 3 060 13 105 12 546 2 070 2 768 10 681 6 003 3 666 3 791 1 472 1 574 9 277 7 018 43 441 36 760 8 077 17 324 51 518 54 084
Earnings before
interst, tax and
amortisation (EBITA) 40 522 35 127 36 723 10 824 22 141 18 979 61 555 63 333 30 909 35 455 6 249 1 773 35 526 41 921 147 681 185 764 23 103 16 886 5 286 55 969 119 292 112 909
EBITA margin 4.1% 3.8% 3.2% 0.9% 2.3% 2.4% 3.9% 5.9% 3.4% 3.9% 3.0% 0.8% 17.3% 23.8% 2.0% 2.2%
Amortisation 1 090 1 194 2 397 2 760 4 803 5 574 21 041 19 836 9 059 8 837 391 522 0 0 38 781 38 723 38 781 38 723
Impairment 15 568 0 7 620 0 4 045 0 27 233 0 27 233 0
Earnings before in-
terest and taxes (EBIT) 39 433 33 933 54 689 13 584 17 337 13 405 40 515 43 497 14 230 26 618 10 685 1 251 35 526 41 921 81 667 147 041 23 103 16 886 5 286 55 969 53 278 74 186
EBIT margin 4.0% 3.6% 4.8% 1.2% 1.8% 1.7% 2.5% 4.1% 1.6% 3.0% 5.2% 0.6% 17.3% 23.8% 0.9% 1.5%
Share in result
from associates 193 405 1 600 1 600 1 407 2 005 119 88 1 288 1 917
Other nancial result 44 334
1
7 478
1
44 334 7 478
Result before taxes 39 433 33 933 54 496 13 989 17 337 13 405 40 515 43 497 14 230 26 618 12 285 349 35 526 41 921 80 260 145 036 67 318 24 276 5 286 55 969 7 656 64 791
Assets 261 007 237 472 402 684 398 444 433 870 337 855 926 073 912 534 493 602 478 358 92 509 95 656 125 561 100 121 2 735 306 2 560 440 324 971
1
61 528
1
2 410 335 2 498 912
Liabilities 228 356 218 609 487 070 351 458 325 530 251 569 361 488 334 452 223 856 215 023 56 343 56 874 51 075 34 313 1 733 718 1 462 298 64 768
1
262 004
1
1 668 950 1 724 302
Capital expenditure 6 789 6 770 5 072 13 659 3 815 1 173 11 298 8 122 6 289 4 825 1 734 2 126 15 252 11 203 50 249 47 878 8 170 9 314 58 419 57 192
Investments in
associates 0 402 0 402 0 402
Investments in
joint ventures 426 0 426 0 426 0
Number of staff
(full-time equivalents):
* annual average 836 817 1 898 1 926 1 767 1 364 1 338 883 2 198 2 117 1 554 1 637 2 573 2 155 12 164 10 899 115 149 0 0 12 279 11 048
* at year-end 893 859 1 741 1 897 1 726 1 741 1 321 1 404 2 255 2 158 1 425 1 576 2 615 2 322 11 976 11 957 114 147 0 0 12 090 12 104
Information about the segment reporting is also available on kuoni.com (Quick Search: 12204)
3. SEGMENT REPORTING
Information
by reportable
segments Outbound Nordic
Outbound Kuoni
Europe Group Travel
FIT (Fully Independent
Traveller) Specialists
Outbound Emerging
Markets VFS Global
Total reportable
segments Corporate
Investment &
cost reduction
programme /
Acquisition &
integration cost Group
CHF 1000 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011
External turnover 992 637 928 927 1 147 401 1 168 079 952 700 739 035 1 567 132 1 068 590 774 073 808 549 206 321 221 761 205 229 176 384 5 845 493 5 111 325
Turnover with
other segments 517 567 3 287 1 715 11 238 49 884 22 576 1 494 147 796 91 878 284 171 0 0 185 698 145 709
Turnover of segments 993 154 929 494 1 150 688 1 169 794 963 938 788 919 1 589 708 1 070 084 921 869 900 427 206 605 221 932 205 229 176 384 6 031 191 5 257 034
Eliminations 185 698 145 709
Turnover 5 845 493 5 111 325
GOP 184 147 169 013 205 033 225 832 170 445 138 812 198 866 148 114 154 306 155 655 35 290 47 386 154 380 140 859 1 102 467 1 025 671 1 102 467 1 025 671
GOP margin 18.5% 18.2% 17.8% 19.3% 17.7% 17.6% 12.5% 13.8% 16.7% 17.3% 17.1% 21.4% 75.3% 80.1% 18.9% 20.1%
Share in result
from joint ventures 382 0 382 0 382 0
Depreciation 3 170 3 060 13 105 12 546 2 070 2 768 10 681 6 003 3 666 3 791 1 472 1 574 9 277 7 018 43 441 36 760 8 077 17 324 51 518 54 084
Earnings before
interst, tax and
amortisation (EBITA) 40 522 35 127 36 723 10 824 22 141 18 979 61 555 63 333 30 909 35 455 6 249 1 773 35 526 41 921 147 681 185 764 23 103 16 886 5 286 55 969 119 292 112 909
EBITA margin 4.1% 3.8% 3.2% 0.9% 2.3% 2.4% 3.9% 5.9% 3.4% 3.9% 3.0% 0.8% 17.3% 23.8% 2.0% 2.2%
Amortisation 1 090 1 194 2 397 2 760 4 803 5 574 21 041 19 836 9 059 8 837 391 522 0 0 38 781 38 723 38 781 38 723
Impairment 15 568 0 7 620 0 4 045 0 27 233 0 27 233 0
Earnings before in-
terest and taxes (EBIT) 39 433 33 933 54 689 13 584 17 337 13 405 40 515 43 497 14 230 26 618 10 685 1 251 35 526 41 921 81 667 147 041 23 103 16 886 5 286 55 969 53 278 74 186
EBIT margin 4.0% 3.6% 4.8% 1.2% 1.8% 1.7% 2.5% 4.1% 1.6% 3.0% 5.2% 0.6% 17.3% 23.8% 0.9% 1.5%
Share in result
from associates 193 405 1 600 1 600 1 407 2 005 119 88 1 288 1 917
Other nancial result 44 334
1
7 478
1
44 334 7 478
Result before taxes 39 433 33 933 54 496 13 989 17 337 13 405 40 515 43 497 14 230 26 618 12 285 349 35 526 41 921 80 260 145 036 67 318 24 276 5 286 55 969 7 656 64 791
Assets 261 007 237 472 402 684 398 444 433 870 337 855 926 073 912 534 493 602 478 358 92 509 95 656 125 561 100 121 2 735 306 2 560 440 324 971
1
61 528
1
2 410 335 2 498 912
Liabilities 228 356 218 609 487 070 351 458 325 530 251 569 361 488 334 452 223 856 215 023 56 343 56 874 51 075 34 313 1 733 718 1 462 298 64 768
1
262 004
1
1 668 950 1 724 302
Capital expenditure 6 789 6 770 5 072 13 659 3 815 1 173 11 298 8 122 6 289 4 825 1 734 2 126 15 252 11 203 50 249 47 878 8 170 9 314 58 419 57 192
Investments in
associates 0 402 0 402 0 402
Investments in
joint ventures 426 0 426 0 426 0
Number of staff
(full-time equivalents):
* annual average 836 817 1 898 1 926 1 767 1 364 1 338 883 2 198 2 117 1 554 1 637 2 573 2 155 12 164 10 899 115 149 0 0 12 279 11 048
* at year-end 893 859 1 741 1 897 1 726 1 741 1 321 1 404 2 255 2 158 1 425 1 576 2 615 2 322 11 976 11 957 114 147 0 0 12 090 12 104
1 The assets and liabilities shown under Corporate include the Corporate items from the statement of nancial position
and the nancial assets / liabilities and tax assets / liabilities of the Kuoni Group and the resulting expenses / income.
174
BREAKDOWN OF TURNOVER BY GEOGRAPHICAL AREA
1 Tour Operating Business and Destination Management Services
BREAKDOWN OF TURNOVER BY ACTIVITY
INFORMATION ON SIGNIFICANT CUSTOMERS
No customer accounts for more than 10% of total turnover.
BREAKDOWN OF EBIT
CHF 1 000 2012 2011
Change
in %
Switzerland
1
701 530 725 537 3.3
International 5 315 484 4 420 647 + 20.2
Eliminations 171 521 34 859 392.0
Total 5 845 493 5 111 325 + 14.4
CHF 1 000 2012 2011
Change
in %
Tour Operating Business 2 640 098 2 669 404 1.1
Destination Management Services 3 108 019 2 405 196 + 29.2
Visa Services (VFS Global) 205 229 176 384 + 16.4
Eliminations 107 853 139 659 22.8
Total 5 845 493 5 111 325 + 14.4
CHF 1 000 2012 2011
Change
in %
Total EBIT of reportable segments 81 667 147 041 44.5
Corporate
* Corporate cost 23 103 16 886 36.8
* Acquisition and integration cost 5 286 20 202 + 73.8
* Investment and cost-reduction programme 0 35 767 + 100.0
Total 53 278 74 186 28.2
BREAKDOWN OF ASSETS BY GEOGRAPHICAL AREA
4. TURNOVER
Turnover for 2012 was CHF 734 million or 14.4% higher than in the
prior year. Organic growth increased turnover by +3.7%, acquisitions
added 10.3% and divestments reduced turnover by 0.2%. Currency
movements increased turnover volume by 0.6%.
5. GROSS PROFIT
Gross prot comprises turnover less all directly allocable airline, ship,
rail, hotel, car rental and similar costs. Gross prot also includes
the currency gains or losses from exchange rate dierences realised
or incurred by individual subsidiaries in the course of their
operations.
6. PERSONNEL EXPENSE
Personnel expense increased by 15.1%. Organic growth accounted
for +5.4%, acquisitions for +9.1%, divestments for 0.2% and currency
movements for +0.8% of the overall change.
CHF 1 000
Tangible
xed assets
31 Dec 2012
Intangible
assets
31 Dec 2012
Total
31 Dec 2012
Tangible
xed assets
31 Dec 2011
Intangible
assets
31 Dec 2011
Total
31 Dec 2011
Switzerland 64 689 45 564 110 253 74 904 44 451 119 355
International 119 887 1 177 811 1 297 698 125 895 1 242 663 1 368 558
Total 184 576 1 223 375 1 407 951 200 799 1 287 114 1 487 913
CHF 1 000 2012 2011
Change
in %
Wages and salaries 483 682 418 326 + 15.6
Pension costs 43 911 37 045 + 18.5
Other social security costs 41 282 35 805 + 15.3
Other personnel costs 34 832 33 499 + 4.0
Total 603 707 524 675 + 15.1
176
SHARE-BASED COMPENSATION
The members of the Board of Directors (exclusively non-executive
directors) receive xed compensation. 50% of this total compensation
is paid in cash form; the remaining 50% is paid in shares. The issue
price of the shares concerned is redened each year and amounts to
the average of all closing prices for the last ten trading days of the
month before the Ordinary General Meeting of Shareholders. The
shares are awarded on the trading day following the day of dividend
distribution afer the Ordinary General Meeting of Shareholders,
and are subject to a blocking period of three years.
A Management Performance Plan (MPP) compensation system has
been established for Group Executive Board members and senior
management groupwide. Under the MPP, the members of the Group
Executive Board receive a yearly compensation which is divided
roughly equally into a xed and a variable performance-based
component. Around one-third of this variable component takes the
form of a short-term incentive, while the remaining two-thirds take
the form of a long-term incentive.
The short-term incentive is based in equal amounts on the achievement
of annual nancial targets and personal targets, and is paid in cash.
The long-term incentive, which uses a Performance Share Plan to
assign entitled persons a certain number of Kuoni shares at the
beginning of each plan period (business year), is based by contrast on
the value-adding performance of the person concerned over a
three-year period. The number of shares assigned at the beginning of
the plan period will be multiplied by a factor of between 0.25 and 3,
depending on the employees subsequent performance in the period
concerned. The basis of this nancial performance assessment is
the value-based management performance indicator known as Kuoni
Economic Prot or KEP. The shares nally awarded based on
the employees performance will be issued in April following the
three-year vesting period. These shares will not be subject to any
subsequent blocking period.
The KEP target for the Kuoni Group underlying this compensation
component, which is used to determine the payment of any variable
compensation amount, is itself based on investors expected returns
on the market value of the Kuoni Group and on the corresponding
investment risk. The members of group-wide senior management are
remunerated under the same MPP, but with dierent proportions
of the xed and variable and the short-term and long-term incentive
components.
Share-based compensation costs for 2012 totalled CHF 8.4 million
(2011: CHF 8.4 million). The average price of the 36 173 shares used for
such purposes in 2012 amounted to CHF 233 (prior year: 27572 shares
used; average price CHF 306). The price of each share so used is
determined by its average stock market price on assignment, less a dis-
count for the corresponding measurement period. An adjustment
of the performance factor for current plans reduced share-based
compensation costs by CHF 2.0 million or 7124 shares (prior year:
reduction of CHF 9.5 million, or 38571 shares).
DEFINED BENEFIT RETIREMENT PLANS
The Group incurs costs for retirement benet plans in accordance
with prevailing regulations in the countries in which it operates.
The benets paid to insured employees are generally calculated as a
percentage of their expected salary in the last few years prior to
retirement.
The following assumptions (weighted averages) used in actuarial
calculations were adjusted to take account of the economic situation
in the country concerned:
The expected return on retirement assets on the investments of
funded pension plans is based on the long-term historical per-
formance of the individual asset categories for each pension plan.
2012 2011
Discount rate 2.20% 2.50%
Expected return on investment 2.90% 3.20%
Salary increases 1.60% 1.70%
Rate of pension increase 0.20% 0.30%
178
Where funded retirement plans exist, the costs of occupational
pension coverage are transferred in accordance with the legislation in
force in the country concerned. The decit of the major dened
benet plans are shown below:
The assets of the independent retirement plans were as follows:
Employers contributions for 2013 are estimated at CHF 9.0 mil-
lion. Actual income from investments for 2012 amounted to
CHF 28.5 million (2011: CHF 1.8 million). The assets of the retirement
plans were invested in the following asset categories at year-end:
CHF 1 000 31 Dec 2012 31 Dec 2011
Assets of independent retirement plans at fair value 364 889 345 708
Dened benet obligations (DBO) of the funded pension plans 402 270 373 883
Decit 37 381 28 175
Cumulative, unrecognised actuarial and investment loss (net) 53 689 46 707
Unrecognised part of dened benet assets 0 0
Dened benet assets recognised in the statement of nancial position (net) 16 308 18 532
Pension assets 16 498 18 775
Pension liabilities 190 243
CHF 1 000 2012 2011
Fair value of assets as at 1 January 345 708 355 875
Expected return on assets 10 753 14 584
Employer contributions 8 906 8 210
Employee contributions 5 606 5 190
Benets paid 20 909 25 311
Actuarial prots on assets 17 787 12 788
Changes in group of consolidated companies 3 379 0
Translation differences 417 52
Fair value of assets as at 31 December 364 889 345 708
31 Dec 2012 31 Dec 2011
Equity securities 31% 26%
Debt securities 49% 53%
Real estate 11% 9%
Other assets 9% 12%
Total assets 100% 100%
The retirement plans hold no shares or other equity instruments of
Kuoni Travel Holding Ltd., Zurich.

Retirement plan obligations were as follows:
The actuarially determined retirement benet costs stated above
are set against the Groups contributions to retirement benet plans.
The following table gives a calculation of the pension costs of the
Groups major dened benet plans:
The following table shows the decit/surplus held by the Groups
pension plans, the impact of dierences between the expected
and the actual returns on pension fund assets and the components of
the actuarial prots/losses on the dened benet obligation for the
past ve years.

CHF 1 000 2012 2011
Present value of obligation as at 1 January 373 883 354 277
Current employer service cost 11 710 10 365
Interest cost 8 996 11 072
Employee contributions 5 606 5 190
Benets paid 20 909 25 311
Actuarial losses on obligation 27 107 18 351
Changes in group of consolidated companies 4 669 0
Present value of obligation as at 31 December 402 270 373 883
CHF 1 000 2012 2011
Current employer service cost 11 710 10 365
Interest costs 8 996 11 072
Expected return on assets 10 753 14 584
Recognition of actuarial losses 838 163
Effect of the asset ceiling 0 514
Pension cost recognised in income statement 10 791 7 530
Other pension cost (dened contribution plans and state retirement benets) 33 120 29 515
Total pension costs 43 911 37 045
180

7. OTHER OPERATING EXPENSE
8. DEPRECIATION
9. EARNINGS BEFORE INTEREST AND TAXES (EBIT)
EBIT for 2012 was CHF 20.9 million or 28.2% down on the prior-
year result. Organic growth decreased EBIT by 15.2%, acquisitions
decreased it by 16.2% and divestments and currency movements
increased EBIT by 0.7% and 2.5%, respectively.
CHF 1 000 2012 2011 2010 2009 2008
Assets of independent retirement plans at fair value 364 889 345 708 355 875 340 322 308 713
Dened benet obligations (DBO)
of the funded pension plans 402 270 373 883 354 277 338 054 313 984
Decit 37 381 28 175 1 598 2 268 5 271
Experience-based adjustments to plan assets held 17 787 12 788 11 114 17 005 73 333
Experience-based adjustments to DBO 2 235 5 538 1 604 5 161 1 307
Impact of changes in actuarial assumptions on DBO 29 342 23 889 16 438 6 569 13 305
CHF 1 000 2012 2011
Change
in %
Rent and utilities 80 545 67 921 + 18.6
Aircraft leasing 17 877 19 015 6.0
Administrative and other expenses 155 149 164 507 5.7
Total 253 571 251 443 + 0.8
CHF 1 000 2012 2011
Change
in %
On buildings 4 292 5 266 18.5
On other tangible xed assets 27 220 23 221 + 17.2
On further intangible assets 20 006 25 597 21.8
Total 51 518 54 084 4.7
10. FINANCIAL RESULT

The losses from the disposal of subsidiaries include CHF 0.6 million
in exchange dierences of the foreign subsidiaries sold, which were
previously recognised in equity.
As a result of the legal uncertainty over the ownership of Et-china.com
International Holdings Ltd., Guangzhou, of its key Chinese subsidiary
and the resulting impossibility of measuring the assets of Et-china.com
International Holdings Ltd., Guangzhou, the carrying amount of this
aliated company was fully value adjusted.
Other nancial expenses include project costs associated with
considering a M&A transaction which never materialised, amounting
to CHF 11.6 million.
11. INCOME TAXES
CHF 1 000 2012 2011
Interest income 5 352 5 171
Dividend income 10 10
Gain on disposal 21 0
Share in prots from associates 313 145
Non-operational exchange gains (net) 0 1 040
Other nancial income 3 307
Financial income 5 699 6 673
Interest expenses 11 666 12 417
Losses from the disposal of subsidiaries 12 730 0
Share in losses from associates 1 600 2 062
Impairment of associates 8 054 0
Non-operational exchange losses (net) 5 175 0
Other nancial expenses 12 096 1 589
Financial expense 51 321 16 068
CHF 1 000 2012 2011
Current taxes 26 666 34 429
Deferred taxes 5 833 2 983
Total 20 833 31 446
182
Tax expense can be analysed as follows:
The weighted average tax rate of the Group for the year under review
was 7.1% (2011: 16%). The various tax rates applicable to the group
subsidiaries positive and negative results reduced the tax rate in 2012.
Depending on the country involved, prot distributions have
varying tax consequences, the extent of which cannot be estimated.
The Group has the following unrecognised tax loss carried forward:
12. EARNINGS PER SHARE (EPS)
There are no dilutive eects.
CHF 1 000 2012 2011
Tax expense at the average weighted Group tax rate (net) 546 10 398
Non-tax-deductible expenses 3 799 4 929
Tax-free income 1 023 2 313
Capitalised deferred tax assets from previously not recognised tax loss carry-forwards 1 457 1 193
Utilisation of tax loss carry-forwards, not recognised in the statement of nancial position 2 669 953
Tax effect from current losses, not eligible for recognition as assets 26 108 20 467
Effect of changes in tax legislation 5 450 267
Tax expense for earlier periods 979 378
Tax expense reported 20 833 31 446
Expiring CHF 1 000 2012 2011
Up to 1 year 58 51
1 to 5 years 132 250 146 122
Over 5 years 117 939 66 957
Unlimited 177 135 141 871
Total 427 382 355 001
Not capitalised maximum positive tax effect 118 581 103 494
2012 2011
Basic earnings per registered share B in CHF 3.87 9.22
Net result attributable to nominal shareholders B of Kuoni Travel Holding Ltd. in CHF 1 000 13 816 29 702
Weighted average number of nominal shares B outstanding 3 570 844 3 220 792
Basic earnings per registered share A in CHF 0.77 1.84
Net result attributable to nominal shareholders A of Kuoni Travel Holding Ltd. in CHF 1 000 967 2 093
Weighted average number of nominal shares A 1 249 500 1 135 075
13. TANGIBLE FIXED ASSETS
CHF 1 000
Land and
buildings
Other tangible
xed assets
Total tangible
xed assets
Purchase cost as at 1 January 2011 194 271 142 046 336 317
Additions 6 538 29 497 36 035
Disposals 0 16 998 16 998
Acquisitions 5 269 13 582 18 851
Sale of subsidiaries 0 0 0
Translation differences 2 028 5 911 7 939
Purchase cost as at 31 December 2011 204 050 162 216 366 266
Accumulated depreciation as at 1 January 2011 71 255 84 954 156 209
Depreciation 5 266 23 221 28 487
Disposals 0 15 377 15 377
Translation differences 241 3 611 3 852
Accumulated depreciation as at 31 December 2011 76 280 89 187 165 467
Net book value as at 31 December 2011 127 770 73 029 200 799
Additions 1 486 25 891 27 377
Disposals 9 104 14 866 23 970
Acquisitions 0 1 1
Sale of subsidiaries 1 354 6 320 7 674
Accumulated depreciation as at 1 January 2012 76 280 89 187 165 467
Depreciation 4 292 27 220 31 512
Disposals 3 370 11 969 15 339
Accumulated depreciation as at 31 December 2012 75 997 98 850 174 847
184
FIRE INSURANCE VALUES
14. GOODWILL
Because of the withdrawal from various loss-making European tour
operating activities, impairments of CHF 16.2 million on goodwill were
necessary. The cash-generating units of the Kuoni Group are considered
to be its reportable segments. These are examined to determine
whether currently capitalised goodwill amounts still reect the value
thereof, or whether impairments are required. Goodwill is allocated
to the cash-generating units of the Kuoni Group as follows:
CHF 1 000 31 Dec 2012 31 Dec 2011
Buildings 284 926 294 860
Furniture, xtures and equipment 191 392 183 248
CHF 1 000 2012 2011
Net book value as at 1 January 939 778 383 064
Acquisitions 746 601 265
Purchase price adjustments 0 1 246
Impairment 16 194 0
Changes in group of consolidated companies 0 0
Net book value as at 31 December 920 922 939 778
CHF 1 000
Discount rate
before taxes 31 Dec 2012 31 Dec 2011
Outbound Europe
Outbound Nordic 12.0% 116 897 113 762
Outbound Kuoni Europe 12.3% 23 424 31 864
Global Travel Services
Group Travel 12.4% 3 389 14 344
FIT (Fully Independent Traveller) 12.4% 559 877 564 515
Emerging Markets & Specialists
Specialists 14.8% 203 417 199 248
Outbound Emerging Markets 21.9% 13 918 16 045
VFS Global 16.2% 0 0
Total 920 922 939 778
The value of goodwill is tested at least annually for impairment, or if
certain factors or general conditions suggest that its carrying amount
can no longer be recovered. The Kuoni Group applies a standard
method to assess goodwill values. The basic amount which should be
recovered by any goodwill reappraised is based on value-in-use, which
is determined from cash ow projections that are themselves based
on the latest management-approved business plan. This plan pays due
and full regard to the organisational changes and includes the latest
management estimates on turnover and margin trends and on oper-
ating costs. The business plan also pays due regard to historic values
based on past experience and includes projections for the next ve
years. Subsequent years are considered on a perpetual annuity basis,
using as in the previous year growth rates from 0.5% to 2%. The
discount rates have been calculated on the basis of the weighted
average capital costs of the Kuoni Group, with due and full regard to
country- and currency-specic risks relating to cash ows.
Management conducted sensitivity analyses of the capitalised good-
will for all cash-generating units, which assumed an increase of
discount rates of 1% in connection with a reduction of the expected
cash ow by 5%. The result of the sensitivity analyses showed that
the above changes to the key assumptions will not result in the book
value of the cash-generating units exceeding the amount achievable.
186
15. OTHER INTANGIBLE ASSETS
CHF 1 000
Intangible
assets from
acquisitions
Further
intangible
assets
Total other
intangible
assets
Additions 0 21 157 21 157
Disposals 0 8 551 8 551
Acquisitions 274 101 20 521 294 622
Accumulated depreciation and amortisation as at 1 January 2011 49 596 32 792 82 388
Amortisation 38 723 0 38 723
Depreciation 0 25 597 25 597
Disposals 0 8 276 8 276
Impairment 0 0 0
Accumulated depreciation and amortisation as at 31 December 2011 87 758 49 119 136 877
Additions 0 31 042 31 042
Disposals 0 11 917 11 917
Accumulated depreciation and amortisation as at 1 January 2012 87 758 49 119 136 877
Amortisation 38 781 0 38 781
Depreciation 0 20 006 20 006
Disposals 0 8 348 8 348
Impairment 11 039 0 11 039
Translation differences 93 233 326
Accumulated depreciation and amortisation as at 31 December 2012 128 784 59 347 188 131
Intangible assets deriving from acquisitions consist largely of
capitalised trademark rights, while further intangible assets include
sofware purchased as well as sofware projects in the course
of construction totalling CHF 0.8 million (2011: CHF 7.5 million).
Because of the withdrawal from various loss-making European tour
operating activities, impairments of CHF 11.0 million on other
intangible assets were necessary.
16. INVESTMENTS IN ASSOCIATES
17. INVESTMENTS IN JOINT VENTURES

CHF 1 000 2012 2011
Share in prots 313 145
Share in losses 1 600 2 062
Impairment 8 054 0
Investment in associates 0 402
CHF 1 000 2012 2011
Net book value as at 1 January 0 0
Share in prots 0 0
Share in losses 382 0
Investments in joint ventures 426 0
Net book value as at 31 December 44 0
CHF 1 000 2012 2011
Share of assets 3 032 0
Share of liabilities 2 988 0
Share in turnover 273 0
Share in result 382 0
188
18. OTHER FINANCIAL ASSETS
Other nancial assets comprise minority holdings and loans
amounting to CHF 22.8 million (2011: CHF 23.5 million), pension
assets from funded pension plans totalling CHF 16.5 million
(2011: CHF 18.8 million) see note 6 and loans to joint ventures
amounting to CHF 1.0 million (2011: CHF 0.0 million). As in the
previous year, there are no loans to associates.
CHF 1 000 2012 2011
Additions 2 861 5 540
Disposals 4 131 5 387
Sale of subsidiaries 512 0
19. CASH AND CASH EQUIVALENTS
Cash and cash equivalents are denominated in the following
currencies:
The average interest rates were:
CHF 1 000 31 Dec 2012 31 Dec 2011
Cash holdings and bank current accounts 286 562 252 388
Time deposits and money market investments with original term up to 90 days of the date of the acquisition 34 745 36 473
Total 321 307 288 861
CHF 1 000 31 Dec 2012 31 Dec 2011
CHF 34 654 33 846
GBP 56 401 51 325
EUR 65 043 52 246
USD 47 542 36 521
Other 117 667 114 923
Total 321 307 288 861
2012 2011
CHF 0.1% 0.1%
GBP 0.9% 0.5%
EUR 0.5% 0.9%
USD 0.5% 0.3%
190
20. TIME DEPOSITS
This position contains time deposits maturing in more than 90 days.
Time deposits are denominated in the following currencies:

The average interest rates were:
CHF 1 000 31 Dec 2012 31 Dec 2011
GBP 0 2 823
USD 66 106
SEK 0 76 104
CNY 7 213 3 581
Other 5 962 4 260
Total 13 241 86 874
2012 2011
GBP 1.1% 1.0%
USD 0.7% 0.6%
SEK 2.1% 1.5%
CNY 3.3% 3.3%
21. ACCOUNTS RECEIVABLE AND OTHER RECEIVABLES
Other receivables include tax receivables of CHF 7.1 million
(2011: CHF 6.7 million).
Accounts receivable show the following payment dates:

Flat-rate value adjustments to overdue receivables totalled
CHF 4.1 million (2011: CHF 2.4 million) to receivables between 61
and 90 days overdue and CHF 18.7 million (2011: CHF 20.6 mil-
lion) to receivables over 90 days overdue. Some of the underlying
receivables are expected to be paid. The receivables with payment
date not yet due relate largely to long-term customer relations with
agents or processing companies.
CHF 1 000 31 Dec 2012 31 Dec 2011
Receivables from customers 332 212 295 154
Other receivables 83 274 62 099
Flat-rate value adjustments 22 837 23 042
Positive fair values of derivative nancial instruments held 11 188 32 723
Total 403 837 366 934
CHF 1 000 31 Dec 2012 31 Dec 2011
Payment not yet due 200 379 180 596
Payment overdue 1 to 30 days 143 021 111 025
Payment overdue by more than 90 days 19 587 20 961
415 486 357 253
Flat-rate value adjustments 22 837 23 042
Positive fair values of derivative nancial instruments held 11 188 32 723
Total 403 837 366 934
192
Flat-rate value adjustments showed the following developments:
22. EQUITY
The capital administered by the Kuoni Group corresponds to the
consolidated equity. Kuonis aims in administering this capital are:
* to maintain the sound structure of its statement of nancial
position based on going-concern values;
* to maintain the nancial scope required for future investments
and acquisitions;
* to ensure a return for investors that is commensurate with their
investment risk.
The Kuoni Group administers its equity by means of its statement
of nancial position equity ratio, i.e. the proportion of equity to total
assets. The equity ratio amounted to 30.8% on 31 December 2012.
The Kuoni Group is not subject to any legal covenants relating to mini-
mum equity requirements. For covenants relating to nancial
indebtedness, see page 200.
CHF 1 000 2012 2011
Flat-rate value adjustments 1 January 23 042 15 615
Change (net) 433 7 953
Flat-rate value adjustments 31 December 22 837 23 042
CHF 1 000 31 Dec 2012 31 Dec 2011
Equity attributable to shareholders of Kuoni Travel Holding Ltd. 733 310 765 882
Non-controlling interests 8 075 8 728
Total equity 741 385 774 610
Total assets 2 410 335 2 498 912
Equity ratio 30.8% 31.0%
The Board of Directors makes a proposal to the Annual General
Meeting of Shareholders on the use of any prot or balance available
for distri bution. The Kuoni Group pursues a results-based distribu-
tion policy and generally distributes between 30% and 35% of its net
prot for the year to its shareholders. The Board of Directors will
propose to the Annual General Meeting of 17 April 2013 that share-
holders receive a with -holding tax-free appropriation from the
newly created capital contribution reserve. This payment should also
pay due regard to the Kuoni Groups long-term earnings distri-
bution policy. Based on the net result for 2012 excluding one-o
costs that had a substantial impact on the overall result in 2012,
the Board of Directors proposes to make a distribution to the share-
holders of CHF 0.60 per registered share A and CHF 3.00 per
registered share B.
COMPOSITION OF SHARE CAPITAL
All registered shares A and B are fully issued paid up.
CONDITIONAL CAPITAL
Conditional capital issuable via the exercise of conversion rights
and/or warrants linked to bonds or similar debt issued by Kuoni Travel
Holding Ltd. or any of its subsidiaries in the domestic or interna-
tional capital markets and/or via the exercise of options granted to
shareholders amounts to a maximum of CHF 384000, with a further
maximum of CHF 96000 reserved for employee stock option plans.
Type of share
Registered
share A
Registered
share B Total
Number 1 249 500 3 748 500 4 998 000
Nominal value in CHF 0.20 1.00 -
Share capital
CHF 249 900 3 748 500 3 998 400
in % 6.25 93.75 100.00
Voting rights
Number 1 249 500 3 748 500 4 998 000
in % 25.00 75.00 100.00
194
AUTHORISED CAPITAL
There is an authorised capital of maximum CHF 571 200. We refer
to the related information on page 227 of the nancial statements of
Kuoni Travel Holding Ltd.
RESTRICTED TRANSFERABILITY PROVISIONS
The Articles of Incorporation stipulate that no more than 3% of total
voting rights may be entered in the name of any one shareholder.
OPTING OUT/OPTING UP
There is no opting-out or opting-up clause in the Articles of
Incorporation.
PRINCIPAL SHAREHOLDERS
As of 31 December 2012 the largest shareholders known to the Kuoni
Group were as follows:
Shareholder
Number/
Category
of Shares
Voting
rights in %
Date of last
disclosure
Kuoni and Hugentobler-Foundation, Zurich 1 249 500/A
1
25.00 03/04/1995
Previous Year 1 249 500/A
1
25.00 03/04/1995
Silchester International Investors Ltd, London 757 704/B 15.16 31/12/2012
Previous Year 755 062/B 15.11 31/12/2011
Federation of Migros Cooperatives, Zurich
togehter with Anlagestiftung der Migros
Pensionskasse Zurich and Pensionskasse
der Globus-Unternehmung, Spreitenbach
284 656/B
39 000 Options 8.50 07/12/2009
Previous Year
284 656/B
39 000 Options 8.50 07/12/2009
Pictet Funds S.A., Geneva 151 149/B 3.02 11/04/2012
Previous Year n.a. under 3.00 18/03/2011
UBS Fund Management (Switzerland) AG, Basel 156 556/B 3.13 15/11/2012
Previous Year n.a. under 3.00 n.a.

1 Status after the capital increase from april 2011
www.six-exchange-regulations.com/
publications/published_notications/
major_shareholders_de.html

From 1 January 2012 to 31 December 2012, the following changes were
disclosed and duly published on the website of SIX Swiss Exchange
Regulation.
In July 2012, holdings of UBS Fund Management (Switzerland) AG in-
creased for the rst time to cross the threshold of 3%. During the nan-
cial year 2012, this threshold was crossed several times and reached 3.13%
of the voting rights at the time of its last disclosure in November 2012.
In March 2012, holdings of Pictet Funds SA, Geneva, crossed the
threshold of 3%. Their holdings fell thereafer below the threshold
and in April 2012 it crossed the 3% threshold again to reach 3.02%
of the voting rights.
TREASURY SHARES
The exercising of subscription rights is related to the rights oering
of May 2011. Kuoni exercised all its subscription rights on its treasury
shares.
SHARE PLAN
The remaining treasury shares held are reserved for the employee
share plan of the Board of Directors, the Group Executive Board and
management. The changes to treasury shares reect the registered
shares B issued to the Board of Directors, the Group Executive Board
and management.
Share plan
Number of
registered
shares B
Book value
CHF 1 000
Held on 1 January 2011 78 867 3 943
Exercise of subscription rights 46 925 12 670
Share based payment transaction 10 999 550
Held on 31 December 2011 136 791 17 163
Exercise of subscription rights 0 0
Share based payment transaction 29 049 1 453
Held on 31 December 2012 107 742 15 710
196
OPTIONS
Options have not been issued from 2005 onwards. The Kuoni Group
has had no options outstanding since 31 December 2008.
RETAINED EARNINGS
Only a limited amount of retained earnings is available for
distribution:
* the free reserves of Kuoni Travel Holding Ltd. subsequent to the
approval of an appropriate resolution by the General Meeting
of Shareholders;
* the reserves of subsidiaries in accordance with local scal and
legal provisions, provided they are distributed rst to the parent
company.
OTHER RESERVES
Other reserves contain translation dierences as well as fair-value
reserves and hedging reserves. The later two of these are shown with
due consideration for deferred taxation amounts.
CHF 1 000
Translation
differences
Hedging
reserves
Fair value
reserves Total
Reserves as at 1 January 2011 204 449 8 606 0 213 055
transferred to income statement 7 843 0 7 843
Recognised gains or losses from cash ow hedges 10 653 0 10 653
Reserves as at 31 December 2011 268 635 9 890 0 258 745
transferred to income statement 11 050 0 11 050
Recognised gains or losses from cash ow hedges 7 072 0 7 072
Reserves as at 31 December 2012 263 190 8 232 0 271 422
TRANSLATION DIFFERENCES
The biggest translation dierences derived from the translation of the
assets and liabilities of Group companies reporting in GBP, EUR and
SEK and of USD-denominated intragroup loans of an equity nature /
CHF-dominated intragroup loans to subsidiaries with other currency.
HEDGING RESERVES
The hedging reserves correspond to the positive or negative fair value
of currency and fuel price hedging contracts classied as cash ow
hedges. They are expected to be removed from equity within 12 months.
FAIR-VALUE RESERVES
The fair-value reserves relate to nancial assets available for sale.
23. PROVISIONS
The provisions for employee benets relate to dened benet
retirement plans, termination benets to be paid out in accordance
with the law and other retirement benet obligations. Provisions
for direct costs include amounts payable to service providers which
are uncertain as to their due dates or size.
CHF 1 000
Employee
benets
2012
Direct
costs
2012
Other
2012
Total
2012
Total
2011
Provisions as at 1 January 13 346 2 737 3 736 19 819 18 208
Additions 2 029 30 0 2 059 2 495
Used 2 989 531 0 3 520 2 379
Released 1 607 833 695 3 135 2 422
Acquisitions 0 0 0 0 4 327
Sale of subsidiaries 0 36 0 36 0
Provisions as at 31 December 10 708 1 356 2 998 15 062 19 819
198
24. DEFERRED TAXES
Deferred taxes changed as follows:
At year-end the cumulative deferred taxes recognised directly in
equity amounted to CHF +2.9 million (2011: CHF 3.5 million).
They arise largely from the positive and negative current market values
of the currency and fuel price hedging contracts classied as
cash ow hedges. Deferred taxes are derived from the following
statement of nancial position items:
CHF 1 000 2012 2011
Deferred tax assets 34 146 39 861
Deferred tax liabilities 97 118 39 438
Deferred tax liabilities as at 1 January (net) 62 972 423
Changes recognised in the income statement 5 833 2 983
Changes not recognised in the income statement 6 367 6 499
Deferred tax liabilities as at 31 December (net) 50 407 62 972
Deferred tax assets 33 093 34 146
Deferred tax liabilities 83 500 97 118
CHF 1 000
Deferred tax
assets
31 Dec 2012
Deferred tax
liabilities
31 Dec 2012
Deferred tax
assets
31 Dec 2011
Deferred tax
liabilities
31 Dec 2011
Current assets 1 792 3 254 1 405 8 227
Tangible xed assets 3 462 6 788 4 825 4 225
Other non-current assets 1 595 63 636 73 81 523
Accrued expenses and provisions 12 937 4 273 14 501 2 662
Deferred taxes deriving from timing differences 19 786 77 951 20 804 96 637
Netting of deferred taxes within each Group company 7 739 7 739 12 019 12 019
Deferred taxes deriving from timing differences (net) 12 047 70 212 8 785 84 618
Tax effect on undistributed retained earnings of subsidiaries 13 288 12 500
Deferred taxes on recognised tax loss carry-forwards 21 046 25 361
Total 33 093 83 500 34 146 97 118
25. FINANCIAL DEBTS
Kuoni Travel Holding Ltd. issued a CHF 200 million bond at an
annual interest rate of 3% in October 2009. The bond was issued at
100.309%. The bond has a duration of four years and matures
on 28 October 2013. The eective interest rate applied is 3.27%. The
bond had a market value of 101.08% at year-end (stock exchange
price on 31 December). Bank debts consist of mortgages on properties
and subsidiaries bank overdrafs.
Liabilities towards credit institutions include mortgages on proper-
ties and bank accounts of subsidiaries with a negative balance
on the balance sheet date, together with the syndicated credit facility
concluded in 2011.
SYNDICATED CREDIT FACILITY
The Kuoni Group has access to a CHF 350 million syndicated
credit facility which was established in March 2011 to part-nance the
acquisition of Gullivers Travel Associates, London. Kuoni Travel
Holding Ltd., Zurich is the liable party. The credit facility is of ve
years duration and will be terminated on 30 June 2016. As of
31 December 2012, none of the credit was utilised. The maximum credit
amount under the facility will be reduced by CHF 47 million a
year from 30 June 2013 onwards. The interest payable is based on the
LIBOR rate plus a margin of between 1.00% and 2.25%.
CHF 1 000 31 Dec 2012 31 Dec 2011
Bond 199 603 199 124
Bank debts 33 817 110 081
Other 120 254
Total 233 540 309 459
Of which:
Current nancial debts 202 364 11 391
Non-current nancial debts 31 176 298 068
200
In addition to other terms and conditions, the syndicated credit
facility contains covenants relating to the degree of indebtedness
(ratio of nancial debt to EBITDA) and to equity (minimum con-
solidated equity). Additional customary market terms and conditions
also apply. Maximum indebtedness may not exceed three times the
EBITDA amount. The outstanding bond issue is subject to the usual
cross-default clause, under which the outstanding bond amount(s)
may become due for payment if repayment of the syndicated credit
amount is demanded owing to non-observance of the credit
terms and conditions. These credit terms and conditions were being
observed on the balance sheet date.
Financial debts are due as follows:
Financial debts are denominated in the following currencies:
CHF 1 000 31 Dec 2012 31 Dec 2011
Statement of nancial position value 233 540 309 459
Contractual cash ows 242 820 334 923
Up to 6 months 5 138 14 706
7 to 12 months 203 934 5 623
1 to 2 years 10 958 207 976
2 to 5 years 16 502 98 570
Over 5 years 6 288 8 048
CHF 1 000 31 Dec 2012 31 Dec 2011
CHF 224 608 300 456
EUR 7 361 8 637
Other 1 571 366
Total 233 540 309 459
Average interest rates were:
26. ACCOUNTS PAYABLE / OTHER PAYABLES AND
ACCRUED EXPENSES
The reported amount contains taxes owed but not yet paid amounting
to CHF 24.1 million (2011: CHF 28.2 million).
27. RISK MANAGEMENT
The Board of Directors and the management have maintained a risk
management process under which a report is compiled every six
months on Kuonis present risk exposure and the current status of
dened risk-reducing actions and activities. The probabilities of
such risks occurring and the anticipated impact of the risk scenarios
analysed also form part of this semi-annual risk management
reporting. The Kuoni risk management process further extends to
quarterly reporting on any newly identied risk scenario or changed
risk assessment.
Risks are assessed by conducting interviews with management
members and further key personnel. The associated risk scenarios are
then developed on the basis of these and further considerations,
including corporate goals and strategies. Kuonis groupwide risk
management covers 19 top Group-level risks. Beyond these, three
to ve specic top risks are managed and monitored for each division
and for the most important business units.
Within the Internal Control System (ICS), the corresponding
processes had those specic risks systematically monitored which
are relevant to the annual accounting process in terms of their
incorrect or fraudulent reporting potential. The key controls derived
from these were implemented where they were not already fully in
place, and documented. Procedures have also been dened to monitor
and assess the existence of internal controls.
2012 2011
CHF 2.9% 2.8%
EUR 3.2% 3.3%
202
28. FINANCIAL RISK MANAGEMENT
AND DERIVATIVE FINANCIAL INSTRUMENTS
The table below shows the nancial instruments held by the Kuoni
Group.
In the normal course of its business, the Kuoni Group is exposed to
liquidity, credit and market risks (interest rate and currency risks).
To man age these risks, various derivative nancial instruments are
used. While these are subject to the risk of market rates changing
Derivative nancial instruments
CHF 1 000
Loans,
receivables
and payables
at amortised
cost
Available-
for-sale
At fair value
through prot
and loss
Used as cash
ow hedges Other
1
Total
carrying
amount
2
31 Dec 2012
Other nancial assets 23 541 231 16 498 40 270
Cash and cash equivalents 321 307 321 307
Time deposits 13 241 13 241
Accounts receivable / other receivables 385 549 216 10 972 7 100 403 837
Total nancial instruments assets 743 638 231 216 10 972 23 598 778 655
Financial debts 233 540 233 540
Accounts payable / other payables 254 936 6 526 22 096 283 558
Accrued expenses 636 936 24 102 661 038
Total nancial instruments liabilities 1 125 412 0 6 526 22 096 24 102 1 178 136
31 Dec 2011
Other nancial assets 23 254 244 18 775 42 273
Cash and cash equivalents 288 861 288 861
Time deposits 86 874 86 874
Accounts receivable / other receivables 327 531 1 997 30 726 6 680 366 934
Total nancial instruments assets 726 520 244 1 997 30 726 25 455 784 942
Financial debts 309 459 309 459
Accounts payable / other payables 285 505 4 015 17 361 306 881
Accrued expenses 590 089 28 218 618 307
Total nancial instruments liabilities 1 185 053 0 4 015 17 361 28 218 1 234 647
1 The Other position shows items to which the provision of IAS 39 do not apply. 2 The fair values of the nancial instruments do not deviate substantially from their
carrying amounts.
subsequent to their acquisition, such changes are generally oset by
opposite eects on the items being hedged.
LIQUIDITY RISK
Liquidity risk is the risk that the Kuoni Group may be unable to meet
its nancial obligations when these become due for payment.
Kuoni permanently monitors its liquidity to keep it at adequate levels,
with monthly reports to the Group Executive Board. This is done
partly by maintaining liquidity reserves, to even out the usual uctua-
tions in liquidity levels and needs. Kuoni also has unutilised credit
facilities to cope with any major liquidity uctuations. These unused
credit facilities totalled CHF 410 million on 31 December 2012 and
are available for loans, overdrafs and hedging activities. The facilities
are spread among several banks, to avoid excessive dependence on
a single banking institution.
The due dates of the nancial debts held are shown in note 25. The
Kuoni Group is currently examining the various renancing variants
for the bond maturing in October 2013 and will decide on this in
due course. The other nancial instruments held (accounts payable
and accrued expenses) are all payable within six months.
CREDIT RISK
Exposure to credit risk is monitored on an ongoing basis and covered
by appropriate value adjustments on accounts receivable and pre-
payments made (see note 21). Credit risks are limited because the
customer base of the Kuoni Group consists of a large number of
customers spread over a wide range of geo graphical regions. There
are no risk concentrations.
The counterparties to derivative nancial instruments and cash are
carefully selected nancial institutions. Given their high credit
ratings, the Kuoni Group does not expect any counter party to fail
to meet its obligations. The maximum exposure to credit risk
is re presented by the carrying amount of each nancial asset.
204
INTEREST RATE RISK
The Kuoni Group is exposed to interest rate risk as a result of
movements in inte rest rates in the capital market. Generally, all
non-current nancial liabilities have xed interest rates. Conse-
quently, changes in interest rates can result in uctuations in the fair
value of such nancial liabilities. This would not have
any impact on the net result or future cash ows, however. The fair
values of nancial liabilities do not dier signicantly from
their carrying amounts on the balance sheet date. No corresponding
derivatives are outstanding on the balance sheet date.
Cash ow sensitivity analysis for nancial instruments with variable
interest rates: a one percentage point increase in the interest rate
applicable would have reduced the net result by CHF 0.06 million. A
one percentage point reduction in the interest rate applicable
would have increased the net result by the same amount. This analy-
sis is based on the assumption that all other inuencing factors
remain unchanged.
FOREIGN CURRENCY RISK
The Kuoni Group incurs foreign currency risk primarily on purchases
and borrowings denominated in a currency other than the
functional currency of the subsidiary concerned. A further foreign
currency risk of smaller signicance derives from the amount
of turnover denominated in a currency other than the measurement
currency of the subsidiary concerned. On a consolidated basis,
the Group is also exposed to currency uctuations between the Swiss
franc and the local measurement cur rencies of its subsidiaries. The
major currencies giving rise to currency risk for the Kuoni Group
are the euro, the pound sterling, the Swedish krona and the US dollar.
Foreign currency risks are monitored within the Kuoni Group in
accordance with specied guidelines. These guidelines contain
principles on risk limits, the forms of hedging instruments permited
and the relevant risk monitoring processes. The guidelines prohibit
on principle the use of derivative nancial instruments for specula-
tive purposes. The enforcement of these guidelines and general risk
management are provided by the Kuoni Groups treasury units in
the form of a hedging strategy. Monthly reports are submited to the
Group Executive Board on the current risk situation.
The Kuoni Group uses forward exchange contracts and currency
options to hedge its foreign currency risk. Most hedging contracts
have maturities of up to 12 months. Where necessary, the forward
exchange contracts are rolled over at maturity. The Kuoni Group does
not hedge against the foreign currency risks associated with its
net investment in foreign entities or the related foreign currency
translation of local earnings.
The currency hedging contracts outstanding at year-end are summa-
rised in the following table. Gains and losses on hedge contracts
qualifying as cash ow hedges are expected to be removed from equity
within 12 months. Changes in the fair value of forward exchange
contracts, currency options and swaps that economically hedge
monetary assets and liabilities in foreign currencies and for which
no hedge accounting is applied are recognised in the income
statement. Both the changes in fair value of the forward contracts
and the foreign exchange gains and losses relating to the monetary
items are reported under direct costs.
DERIVATIVE FINANCIAL INSTRUMENTS
CHF 1 000
Positive
fair values
31 Dec 2012
Negative
fair values
31 Dec 2012
Contract
values
31 Dec 2012
Positive
fair values
31 Dec 2011
Negative
fair values
31 Dec 2011
Contract
values
31 Dec 2011
Cash ow hedges
Currency-related forward contracts,
swaps and options 10 076 21 709 983 572 28 914 16 537 855 340
Commodity options (aviation fuel) 896 387 41 478 1 812 824 46 058
Other derivative nancial instruments
Currency-related forward contracts,
swaps and options 216 6 526 168 712 1 997 4 015 288 224
Total 11 188 28 622 1 193 762 32 723 21 376 1 189 622
206
The fair value is the (higher or lower) value at which a derivative
contract could be concluded on the balance sheet date. The fair values
calculated on the balance sheet date should be looked at not in
isolation but together with the calculated value of anticipated future
transactions and hence in the context of the aggregate reduction
in the Groups exposure to cur rency movements. Positive or negative
fair values of derivative nancial instruments are carried on
the statement of nancial position under accounts receivable/other
receivable or accounts payable/ other payable.
Derivative nancial instruments by currency:

Maturities of derivative nancial instruments:
CHF 1 000
Positive
fair values
31 Dec 2012
Negative
fair values
31 Dec 2012
Contract
values
31 Dec 2012
Positive
fair values
31 Dec 2011
Negative
fair values
31 Dec 2011
Contract
values
31 Dec 2011
EUR 2 911 10 928 424 398 7 295 11 685 493 550
USD 2 861 8 065 326 509 16 792 5 060 327 643
THB 84 917 29 008 827 324 40 737
Other currencies 4 436 8 325 372 369 5 997 3 483 281 634
Commodity options (aviation fuel) 896 387 41 478 1 812 824 46 058
Total 11 188 28 622 1 193 762 32 723 21 376 1 189 622
CHF 1 000
Positive
fair values
31 Dec 2012
Negative
fair values
31 Dec 2012
Contract
values
31 Dec 2012
Positive
fair values
31 Dec 2011
Negative
fair values
31 Dec 2011
Contract
values
31 Dec 2011
Up to 6 months 4 104 13 237 699 809 15 572 9 329 672 098
7 to 12 months 3 833 10 418 337 580 12 508 8 357 393 114
1 to 2 years 3 251 4 967 156 373 4 643 3 690 124 410
2 to 3 years 0 0 0 0 0 0
Total 11 188 28 622 1 193 762 32 723 21 376 1 189 622
The table below shows the nancial instruments used, valued at their
fair market values and using their valuation method.
The levels are dened as follows:
Level 1: Current market value in an active market of an identical
nancial instrument.
Level 2: Current market value in an active market of a similar
nancial instrument or a valuation method whose prime input
factors are not based on observable market data.
Level 3: Valuation method whose prime input factors are not based
on observable market data.
CHF 1 000
31 Dec 2012 Level 1 Level 2 Level 3 Total
Derivative nancial assets 0 11 188 0 11 188
Other nancial assets 0 0 0 0
Total nancial assets 0 11 188 0 11 188
Derivative nancial liabilities 0 28 622 0 28 622
Other nancial liabilities 0 0 0 0
Total nancial liabilities 0 28 622 0 28 622
31 Dec 2011 Level 1 Level 2 Level 3 Total
Derivative nancial assets 0 32 723 0 32 723
Other nancial assets 0 0 0 0
Total nancial assets 0 32 723 0 32 723
Derivative nancial liabilities 0 21 376 0 21 376
Other nancial liabilities 0 0 0 0
Total nancial liabilities 0 21 376 0 21 376
208
The table below shows the currency risk deriving from nancial
instruments whose currency diers from the functional currency of
the subsidiary holding the instrument concerned:
A change in the foreign-currency positions shown at year-end as
a result of a 5% or 3% change in currency exchange rates would have
increased or decreased consolidated equity and the net Group result
by the amounts shown below. This analysis is based on the assump-
tion that all other variables (and interest rates in particular) remained
unchanged. The consolidated income statement may also be sub-
stantially aected by any changes in currency exchange rates relating
to nancial instruments bought and sold within the business year
to which the provisions of IFRS 7 do not apply.
In million
foreign currency
USD
31 Dec 2012
EUR
31 Dec 2012
THB
31 Dec 2012
USD
31 Dec 2011
EUR
31 Dec 2011
THB
31 Dec 2011
Intercompany loans 0.2 0.4 0.0 0.2 0.1 0.0
Other nancial assets 2.5 0.3 0.0 3.2 0.2 0.0
Cash and cash equivalents 33.4 25.0 54.1 18.3 22.6 31.2
Time deposits 0.0 0.0 0.0 0.0 0.0 0.0
Accounts receivable 3rd party 46.3 35.0 9.0 43.2 48.3 5.2
Accounts receivable intercompany 42.8 15.0 84.3 8.0 14.5 22.2
Prepaid expenses 8.6 12.4 67.6 8.2 11.8 78.6
Less assets hedged (fair value hedge) 0.0 0.0 0.0 6.3 19.1 0.0
Assets exposure 133.8 88.1 215.0 74.8 78.4 137.2
Intercompany loans 3.2 0.0 0.0 0.0 35.8 0.0
Accounts payable 3rd party 13.1 22.6 33.4 16.9 39.1 73.9
Accounts payable intercompany 77.2 37.7 99.4 23.5 56.9 64.6
Accrued expenses 69.7 63.2 434.4 69.6 41.6 199.8
Advance payments by customers 10.8 2.8 0.0 2.0 1.6 0.0
Less liabilities hedged (fair value hedge) 43.2 50.0 273.3 46.3 49.2 232.9
Liabilities exposure 130.8 76.3 293.9 65.7 125.8 105.4
Net balance sheet exposure 3.0 11.8 78.9 9.1 47.4 31.8
Estimated forecast sales 42.8 38.9 0.0 45.0 33.4 0.0
Estimated forecast purchases 359.8 437.2 1 128.8 384.2 384.6 1 959.4
Gross estimated forecast exposure 317.0 398.3 1 128.8 339.2 351.2 1 959.4
Foreign currency hedges 183.6 219.4 599.1 277.8 278.5 1 005.2
Net exposure 130.4 167.1 608.6 52.3 120.1 922.4
FOREIGN-CURRENCY SENSITIVITY ANALYSIS
29. FREE CASH FLOW
Nominal currency USD
+/ 5%
Nominal currency EUR
+/ 3%
Nominal currency THB
+/ 5%
CHF million
Functional currency Equity
Income
Statement Equity
Income
Statement Equity
Income
Statement
31 Dec 2012
CHF 1.5 0.5 1.3 1.1 0.1 0.0
GBP 1.7 0.2 0.3 0.1 0.1 0.0
SEK 4.6 0.2 5.6 0.1 0.4 0.1
EUR 0.9 0.5 n.a. n.a. 0.0 0.1
31 Dec 2011
CHF 1.3 0.2 0.4 0.6 0.1 0.1
GBP 2.6 0.1 0.5 0.1 0.1 0.0
SEK 4.8 0.2 6.4 0.1 0.8 0.1
EUR 1.5 0.1 n.a. n.a. 0.2 0.0
CHF 1 000 2012 2011
Cash ow from operating activities 106 447 110 497
Purchase of tangible xed assets 27 377 36 035
Purchase of other intangible assets 31 042 21 157
Disposal of assets 15 519 1 889
Free cash ow 63 547 55 194
210
30. RELATED PARTIES
Related parties are directors and Group Executive Board members
(together with members of their families), major shareholders and
companies controlled by these parties, associates and pension plans.
Transactions with related parties are priced on an arms length basis.
Apart from the compensation paid to the Board of Directors and
the Group Executive Board and the ordinary contributions to occupa-
tional pension plans, there were no signicant transactions with
related parties in 2012.
KUONI AND HUGENTOBLER-FOUNDATION, ZURICH
The Kuoni and Hugentobler-Foundation received a (gross) dividend
of CHF 0.7 million on the basis of its shareholding.
ASSOCIATES
All transactions with associates are priced on an arms length basis.
The Kuoni Group made sales to associates totalling CHF 0.3 million
in 2012 (2011: CHF 1.1 million), while, as last year, no purchases
were made from associates. For receivables outstanding, please see
notes 16 and 21. As in the previous year, no prots were distributed
by associates in 2012.
JOINT VENTURES
All transactions with joint ventures are priced on an arms length
basis. The Kuoni Group made no sales to joint ventures, while
no purchases were made from joint ventures. There are loans to joint
ventures amounting to CHF 1.0 million (2011: CHF 0.0 million).
No prots were distributed by joint ventures in 2012.
PENSION PLANS
The transactions between the Kuoni Group and the various dened
benets pension plans for its employees are shown in note 6.
As in the previous year, the Kuoni Group currently has no liabilities
towards these pension plans.
GROUP EXECUTIVE BOARD AND BOARD OF DIRECTORS
COMPENSATION
The total compensation (including employers contributions to social
security and pension funds) paid to members of the Group Executive
Board and the Board of Directors, which is included in personnel
expense, consisted of:
The compensation paid to and shares held by members of the Board
of Directors and the Group Executive Board are shown in detail on
pages 230 to 233 of the nancial statements of Kuoni Travel Holding
Ltd., in compliance with Swiss law.
Group Executive Board Board of Directors Total
CHF Million 2012 2011 2012 2011 2012 2011
Short-term employee benets 6.1 4.5 1.0 0.9 7.1 5.4
Post-employment benets 0.9 0.8 0.1 0.1 1.0 0.9
Termination benets 0.0 0.0 0.0 0.0 0.0 0.0
Share-based payments 2.0 0.1 0.7 0.7 2.7 0.6
Total 9.0 5.2 1.8 1.7 10.8 6.9
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
212
02_02_07
31. CONTINGENT LIABILITIES, ASSETS PLEDGED
The assets pledged were used to secure bank loans with mortgage
collateral.
The contingent liabilities are related to garanties with former
subsidiaries, which were sold to local management in the previous
nancial year.
32. LEASING LIABILITIES
FINANCE LEASES
As in the prior year, there are no nance leasing liabilities.
OPERATING LEASES
This position mainly relates to leasing liabilities of Novair for certain
aircrafs and to lease contracts for buildings.
CHF 1 000 31 Dec 2012 31 Dec 2011
Contingent liabilities 13 857 0
Assets pledged 71 229 73 948
CHF 1 000 31 Dec 2012 31 Dec 2011
Liabilities payable up to 1 year 63 117 59 426
Liabilities payable 1 to 5 years 116 096 117 113
Liabilities payable over 5 years 6 176 9 201
Total leasing liabilities not recognised in the statement of nancial position 185 389 185 740
Amount recognised in the income statement in respecitve year 72 914 71 014
33. POST-YEAR-END EVENTS
On 7 March 2013 the Kuoni Group announced the sale of Kuoni Italia
S.p.A., Genua. The execution of this transaction followed on the same
day. The results of this subsidiary were recognised in the reportable
segment Outbound Kuoni Europe.
The consolidated nancial statements of the Kuoni Group were
approved and released for publication by the Board of Directors on
15 March 2013. The Board of Directors also resolved on the same
date to propose to the General Meeting of Shareholders that share-
holders receive a withholding tax-free appropriation from the
capital contribution reserve of CHF 0.60 per registered share A and
CHF 3.00 per registered share B for the 2012 nancial year. The
nal approval of the above is subject to the General Meeting of Share-
holders of 17 April 2013.
No more events have occurred since 31 December 2012 that would
necessitate an adjustment to the carrying amounts of the Groups
assets and liabilities.
214
EUROPE 02_02_08_01
Activity Currency
Paid-in
share capital
Investment
in % Consolidation
Switzerland
Kuoni Reisen AG, Zurich T/D CHF 7 000 000 100 C
Railtour Suisse SA, Berne T CHF 1 600 000 93 C
KIT Solution AG, Zurich C CHF 1 000 000 100 C
Austria
Kuoni Destination Management Ges.m.b.H., Vienna D EUR 253 000 100 C
Belgium
Kuoni Travel Belgium B.V. B.A., Gent T EUR 7 335 000 100 C
Denmark
Kuoni Scandinavia Danmark, Copenhagen T DKK 0 100 C
Kuoni Destination Management A/S, Copenhagen D DKK 600 000 100 C
Falk Lauritsen Rejser A/S, Herning T DKK 500 000 100 C
France
Voyages Kuoni S.A., Paris T/D EUR 507 000 100 C
Hungary
Kuoni Destination Management Kft., Budapest D HUF 3 000 000 100 C
Italy
Kuoni Italia S.p.A., Genoa T EUR 1 200 000 100 C
Kuoni Destination Management S.p.A., Rome D EUR 1 548 000 100 C
Octopus Travel Italia SRL, Rome D EUR 20 000 100 C
The Netherlands
Kuoni Destination Management B.V., Amsterdam D EUR 55 815 100 C
Kuoni Specialists B.V., Amsterdam T EUR 20 418 100 C
PRINCIPAL SUBSIDIARIES, ASSOCIATES
AND JOINT VENTURES
02_02_08
02_02_08 PRINCIPAL SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
Activity Currency
Paid-in
share capital
Investment
in % Consolidation
Norway
Kuoni Scandinavia Norway, Oslo T NOK 0 100 C
Spain
Kuoni Destination Management S.L., Madrid D EUR 150 000 100 C
Sotavento S.A., Fuerteventura T EUR 3 060 000 100 C
Gullivers Travel Associates S.A., Madrid D EUR 420 708 100 C
Sweden
Kuoni Scandinavia AB, Stockholm T SEK 23 000 000 100 C
Nova Airlines AB, Stockholm T SEK 15 000 000 100 C
United Kingdom
Kuoni Travel Ltd., Dorking T/D GBP 1 500 000 100 C
CV Travel Holdings Ltd., London T GBP 1 100 C
Kirker Holdings Ltd., London T GBP 1 100 C
Voyages Jules Verne Ltd., London T GBP 100 100 C
Carrier Ltd., Cheshire T GBP 139 000 100 C
Donvand Ltd., London D GBP 177 194 100 C
GTA travel.com Ltd., London D GBP 10 000 100 C
Octopus Travel.com Limited, London D GBP 50 000 100 C
Activity:
T Tour Operating Business
D Destination Management Services
V Visa Services
C Corporate
Consolidation:
C Consolidated
E Valuation according to equity method
PRINCIPAL SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
216
02_02_08
OVERSEAS 02_02_08_02
Activity Currency
Paid-in
share capital
Investment
in % Consolidation
Australia
Australian Tours Management Pty Ltd., Melbourne D AUD 500 000 100 C
GTA Australasia Pty Limited, Sydney D AUD 100 000 100 C
Octopus Travel.com (Australia) Pty Limited, Sydney D AUD 50 000 100 C
China
Kuoni Travel (China) Ltd., Hong Kong T HKD 4 800 000 100 C
S.K.Y. Business Consultancy Co. Ltd., Shanghai D CNY 1 198 115 100 C
Et-china.com International Holdings Ltd., Guangzhou R CNY 0 30 E
Kuoni Travel (China) Ltd., Beijing D CNY 0 100 C
Gullivers Travel Associates (Hong
Kong) Limited, Kowloon D HKD 3 064 000 100 C
Gullivers (Beijing) Commercial Consulting
Services (China), Beijing D USD 250 000 100 C
Gullivers Travel Associates (China) Limited, Beijing D CNY 4 000 000 100 C
India
Kuoni Travel (India) Pvt. Ltd., Mumbai T/D INR 83 600 000 100 C
Kuoni Business Travel India Pvt. Ltd., Delhi T INR 8 450 000 100 C
VFS Global Services Pvt. Ltd., Mumbai T INR 373 670 000 100 V
Japan
Kuoni Travel (Japan) Ltd., Tokyo D JPY 50 000 000 100 C
Gullivers Travel Agency co Ltd (Japan), Tokyo D JPY 40 000 000 100 C
Octopus Travel.com Japan KK, Tokyo D JPY 10 000 000 100 C
Kenya
Private Safaris (E.A.) Ltd., Nairobi D KES 62 500 000 100 C
Mauritius
Kuoni Asian Investments (Mauritius) Ltd., Port Louis C USD 1 000 000 100 C
VF Worldwide Holdings Ltd., Port Louis T GBP 4 303 000 100 V
Namibia
Royal Tours Namibia (Pty) Ltd., Namibia T NAD 1 500 000 100 K
Nepal
Sita World Travel (Nepal) Pvt. Ltd., Kathmandu D NPR 2 250 000 63 C
02_02_08 PRINCIPAL SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
Activity Currency
Paid-in
share capital
Investment
in % Consolidation
Singapore
Kuoni Travel (S) PTE Ltd., Singapore D SGD 100 000 100 C
Gullivers Travel Associates (Singapore)
Pte Limited, Singapore D SGD 100 000 100 C
South Africa
Kuoni Private Safaris (Pty) Ltd., Cape Town D ZAR 500 000 100 C
South Korea
Kuoni Travel (Korea) Ltd., Seoul D KRW 100 000 000 100 C
Gullivers Travel Associates Korea Limited, Seoul D KRW 350 000 000 100 C
Sri Lanka
Sita World Travel (Lanka) Pvt. Ltd., Colombo D LKR 2 500 000 76 C
Taiwan
Gullivers Travel Associates (Taiwan) Limited, Taipei D TWD 6 000 000 100 C
Thailand
Asian Trails Ltd., Bangkok D THB 24 000 000 49 C
Kuonissimo (Thailand) Ltd., Bangkok D THB 2 451 000 49 C
United Arab Emirates
Desert Adventures Tourism LLC, Dubai D AED 300 000 80 C
Gulf Dunes LLC, Dubai D AED 300 000 100 C
Gullivers Travel Associates Middle East FZ LLC, Dubai D AED 50 000 100 C
VFS Tasheel International JLT, Dubai T AED 300 000 50 E
Vasco Worldwide JLT, Dubai T AED 300 000 50 E
USA
AlliedTPro, Inc., New York D USD 170 000 100 C
Kuoni Travel (Atlanta) Inc., Atlanta D USD 50 000 100 C
Kuoni Holding Delaware, Inc., Wilmington C USD 1 100 C
GTA Americas LLC, Delaware D USD 29 700 000 100 C
Octopus Travel.com (USA) Limited, Delaware D USD 1 000 100 C
Activity:
T Tour Operating Business
D Destination Management Services
V Visa Services
C Corporate
Consolidation:
C Consolidated
E Valuation according to equity method
218
REPORT OF THE STATUTORY AUDITOR 02_02_09
Report of the Statutory Auditor on the Consolidated
Financial Statements to the General Meeting of
Shareholders of Kuoni Travel Holding Ltd., Zurich.
As statutory auditor, we have audited the accompa-
nying consolidated nancial statements of Kuoni
Travel Holding Ltd., presented on pages 155 to 217,
which comprise the statement of nancial posi-
tion, income statement, statement of comprehen-
sive income, statement of changes in equity,
statement of cash ows and notes for the year
ended 31 December 2012.
BOARD OF DIRECTORS RESPONSIBILITY
The board of directors is responsible for the prepa-
ration and fair presentation of the consolidated
nancial statements in accordance with Interna-
tional Financial Reporting Standards (IFRS) and
the requirements of Swiss law. This responsibility
includes designing, implementing and main-
taining an internal control system relevant to the
preparation and fair presentation of consolidated
nancial statements that are free from material
misstatement, whether due to fraud or error. The
board of directors is further responsible for selec-
ting and applying appropriate accounting policies
and making accounting estimates that are reason-
able in the circumstances.
AUDITORS RESPONSIBILITY
Our responsibility is to express an opinion on
these consolidated nancial statements based
on our audit. We conducted our audit in accordance
with Swiss law and Swiss Auditing Standards as
well as International Standards on Auditing. Those
standards require that we plan and perform the
audit to obtain reasonable assurance whether the
consolidated nancial statements are free from
material misstatement.
An audit involves performing procedures to obtain
audit evidence about the amounts and disclosures
in the consolidated nancial statements. The
procedures selected depend on the auditors judg-
ment, including the assessment of the risks of
material misstatement of the consolidated nan-
cial statements, whether due to fraud or error. In
making those risk assessments, the auditor con-
siders the internal control system relevant to the
entitys preparation and fair presentation of the
consolidated nancial statements in order to
design audit procedures that are appro priate in the
circumstances, but not for the purpose of expres-
sing an opinion on the eectiveness of the entitys
internal control system. An audit also includes
evaluating the appropriateness of the accounting
policies used and the reasonableness of accounting
estimates made, as well as evaluating the overall
presentation of the consolidated nancial state-
ments. We believe that the audit evidence we have
obtained is sucient and appropriate to provide
a basis for our audit opinion.
OPINION
In our opinion, the consolidated nancial state-
ments for the year ended 31 December 2012
give a true and fair view of the nancial position,
the results of operations and the cash ows in
accordance with International Financial Reporting
Standards (IFRS) and comply with Swiss law.
REPORT OF THE STATUTORY AUDITOR
REPORT ON OTHER LEGAL REQUIREMENTS
We conrm that we meet the legal requirements
on licensing according to the Auditor Oversight
Act (AOA) and independence (article 728 CO and
article 11 AOA) and that there are no circumstances
incompatible with our independence.
In accordance with article 728a paragraph 1 item
3 CO and Swiss Auditing Standard 890, we conrm
that an internal control system exists, which has
been designed for the preparation of consolidated
nancial statements according to the instructions
of the board of directors.
We recommend that the consolidated nancial
statements submited to you be approved.
KPMG AG
Martin Schaad
Licensed Audit Expert
Auditor in Charge
Pascal Schmid

Zurich, 15 March 2013
220
221 02_FINANCIAL REPORT KUONI TRAVEL HOLDING LTD.
KUONI TRAVEL
HOLDING LTD.
02_03
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222
Information about the nancial state-
ments of the Kuoni Travel Holding Ltd.
is also available on kuoni.com
(Quick Search: 12205)
STATEMENT OF FINANCIAL POSITION 02_03_01
Assets CHF Notes 31 Dec 2012 % 31 Dec 2011 %
Non-current assets
Investment in subsidiaries [6] 527 002 016 33.3 489 896 212 32.6
Loans to group companies 1 006 034 298 63.6 960 062 190 63.7
Loans to third parties 0 0.0 1 242 340 0.1
Other nancial assets 226 279 0.0 145 895 0.0
Tangible xed assets
* Land and building [2] 4 460 000 0.3 4 460 000 0.3
* Furniture, xtures and equipment [2] 1 0.0 1 0.0
Total non-current assets 1 537 722 594 97.2 1 455 806 638 96.7
Current assets
Cash and cash equivalents 1 503 256 0.1 897 250 0.1
Securities [9] 18 902 300 1.2 20 167 750 1.2
Accounts receivable
* from third parties 148 901 0.0 60 807 0.0
* from group companies 18 680 889 1.3 6 876 543 0.6
Prepaid expenses 3 688 206 0.2 20 370 454 1.4
Total current assets 42 923 552 2.8 48 372 804 3.3
Total assets 1 580 646 146 100.0 1 504 179 442 100.0
Equity and liabilities CHF Notes 31 Dec 2012 % 31 Dec 2011 %
Equity
Share capital [7] 3 998 400 0.3 3 998 400 0.3
Legal reserves
* General reserve 8 000 000 0.5 8 000 000 0.5
* Share premium reserve 58 631 373 3.7 58 700 077 3.9
* Reserve from capital contribution [8] 375 322 267 23.7 379 855 161 25.2
* Reserve for treasury shares [9] 18 902 300 1.2 20 167 750 1.3
Other reserves [7] 389 097 700 24.6 376 832 250 25.1
Retained earnings
* Prot carried forward 1 856 934 0.1 1 177 433 0.1
* Net result 42 796 384 2.7 11 679 501 0.8
Total equity [7] 813 012 590 51.4 860 410 572 57.2
Liabilities
Provisions 238 968 000 15.1 239 227 000 15.9
Bond [11] 200 000 000 12.7 200 000 000 13.3
Bank loans 277 191 698 17.5 150 118 521 10.0
Accounts payable
* to third parties 8 515 964 0.5 1 422 598 0.1
* to group companies 25 211 107 1.6 35 276 687 2.3
Accrued expenses 17 746 787 1.2 17 724 064 1.2
Total liabilities 767 633 556 48.6 643 768 870 42.8
Total equity and liabilities 1 580 646 146 100.0 1 504 179 442 100.0
224
CHF Notes 2012 2011
Income
Financial income [3] 14 230 274 17 225 475
Income from investments in subsidiaries [4] 47 800 994 46 563 904
Other operating income 767 250 721 858
Total income 62 798 518 64 511 237
Expenses
Personnel expense 18 680 216 13 427 414
Administrative expense 9 427 544 6 969 962
Expenses related to investments in subsidiaries [5] 66 311 401 8 738 560
Other expenses 247 050 7 380 125
Financial expense 10 738 945 15 800 136
Income taxes 189 746 515 539
Total expenses 105 594 902 52 831 736
Net result 42 796 384 11 679 501
INCOME STATEMENT 02_03_02
INTRODUCTION
In legal terms, Kuoni shareholders are shareholders of Kuoni Travel
Holding Ltd., Zurich, which controls the subsidiaries listed at
the end of the consolidated accounts. From an economic standpoint,
the shareholders of Kuoni Travel Holding Ltd. are invested in the
entire Group, so the consolidated accounts are of primary importance.
The accounts of Kuoni Travel Holding Ltd. are conform with Swiss
company law.
1. CONTINGENT LIABILITIES, ASSETS PLEDGED
Contingent liabilities consist of securities and guarantees for
subsidiaries.
2. FIRE INSURANCE VALUES
3. FINANCIAL INCOME
The nancial income derives largely from interest on investments.
4. INCOME FROM INVESTMENT IN SUBSIDIARIES
The income from investment in subsidiaries consists of dividends
received as well as income from the sale of subsidiaries. As in the
prior year, all wholly-owned subsidiaries were charged management
fees to cover Group overheads.
CHF 31 Dec 2012 31 Dec 2011
Contingent liabilities 469 776 374 375 929 871
Assets pledged 0 0
CHF 31 Dec 2012 31 Dec 2011
Buildings 10 346 000 10 157 000
Furniture, xtures and equipment 914 000 914 000
NOTES 02_03_03
02_03_03 NOTES
226
5. EXPENSES RELATED TO INVESTMENT IN SUBSIDIARIES
This item relates to support given to subsidiaries as well as to currency-
related value adjustments and provisions. Where necessary, losses
incurred by subsidiaries were oset by direct subsidies or appropriate
allocations were made to provisions earmarked for that purpose.
6. INVESTMENT IN SUBSIDIARIES
We refer to the information on principal subsidiaries and associates
on pages 214 to 217 of the Financial Report.
7. EQUITY
CHF Share capital Legal reserves Other reserves
Retained
earnings Total equity
Equity as at 1 January 2010 3 046 400 188 668 582 371 110 150 29 931 137 592 756 269
Net result 21 425 261 21 425 261
Appropriation of retained earnings 5 000 000 5 000 000 0
Dividends 22 956 088 22 956 088
Sale of treasury shares 686 793 139 800 826 593
Use of treasury shares 377 468 75 600 453 068
Equity as at 31 December 2010 3 046 400 189 732 843 376 325 550 23 400 310 592 505 103

Net result 11 679 501 11 679 501
Appropriation of retained earnings
1
10 222 877 12 000 000 22 222 877 0
Dividends 7 235 672 0 7 235 672
Use of treasury shares 7 811 079 1 176 450 8 987 529
Capital increase 952 000 266 191 861 12 669 750 254 474 111

Net result 42 796 384 42 796 384
Appropriation of retained earnings 11 000 000 11 000 000 0
Dividends 11 472 696 0 11 472 696
Use of treasury shares 5 605 648 1 265 450 6 871 098
1 Includes the resolution by the Annual General Meeting regarding the reassignment
of reserves from Other reserve from capital contribution to Legal reserve from
capital contribution.
02_03_03 NOTES
The share capital is composed as follows:
CONDITIONAL CAPITAL
Conditional capital issuable via the exercise of conversion rights and/
or warrants linked to bonds or similar debt issued by Kuoni Travel
Holding Ltd. or any of its subsidiaries in the domestic or international
capital markets and/or via the exercise of options granted to share-
holders amounts to a maximum of CHF 384000, with a further maxi-
mum of CHF 96000 reserved for employee stock option plans.
AUTHORISED CAPITAL
The authorised capital of Kuoni Travel Holding Ltd. amounts to
CHF 571200 and is valid until 20 April 2013. The use of the authorised
capital is limited to the nancing or renancing of GTA Holdco
Limited, GTA Americas LLC, Octopus Travel.com (USA) Limited and
Columbus Technology Developments Limited which was eected
in 2011. The Board of Directors may not issue any new shares for any
other purpose on the basis of the authorised capital. The Board
of Directors will delete Article 3
ter
of the Articles of Incorporation
of Kuoni Travel Holding Ltd. relating to authorised capital upon
the expiration of its validity on 20 April 2013.
Although the authorised capital of Kuoni Travel Holding Ltd. can
virtually no longer be used as a result of the above restriction,
the following information is still provided because it is required
to be included:
CHF 31 Dec 2012
1 249 500 registered shares A CHF 0.20 nominal value 249 900
3 748 500 registered shares B CHF 1.00 nominal value 3 748 500
Total share capital 3 998 400
02_03_03 NOTES
228
In accordance with Article 3
ter
of the Articles of Incorporation of
Kuoni Travel Holding Ltd., the Board of Directors is authorised to in -
crease share capital by up to CHF 571200 through the issue of a
maximum of 178500 fully-paid-up registered shares A with a nominal
value of CHF 0.20 per share and a maximum of 535500 fully-paid-
up registered shares B with a nominal value of CHF 1.00 per share
at any time until 20 April 2013. Should it do so, the Board of Directors
shall specify the issue amount, the type of contribution, the date
of such issue and the commencement of dividend entitlement. In the
issue of any such shares, the subscription rights of existing share-
holders shall be granted in full. The Board of Directors may also issue
such new registered shares through their rm acquisition by a bank
or a third party and subsequent oering to existing shareholders.
The Board of Directors is empowered to determine the subscription
price and the further subscription-right provisions. Should sub-
scription rights not be exercised, the Board of Directors may permit
these to lapse, place them (and the corresponding shares) on the
market at market rates or use them in any other way in the interests
of the company. The exercising of contractually acquired subscription
rights and the subscription to and acquisition of the new registered
shares, and any subsequent trannsfer thereof, are subject to Article 5
of the Articles of Incorporation of Kuoni Travel Holding Ltd. Every
new share entitles its holder to one vote.
RESTRICTED TRANSFERABILITY PROVISIONS
The Articles of Incorporation stipulate that no more than 3% of total
voting rights may be entered in the share register in the name of
any one shareholder.
OPTING OUT / OPTING UP
There is no opting-out or opting-up clause in the Articles of
Incorporation.
02_03_03 NOTES
8. RESERVES FROM CAPITAL CONTRIBUTIONS
The overall amount held in reserves from capital contributions is
CHF 375 million, which is made up of the various types of contribu-
tions and share premiums since 1 January 1997. The Swiss Federal
Tax Administration disputes reserves from capital contributions of
CHF 11.5 million.
9. TREASURY SHARES
CHF
Legal reserve
from capital
contribution
Other reserve
from capital
contribution Total
Capital contribution as at 1 January 2012 379 855 161 0 379 855 161
Distribution 11 472 696 0 11 472 696
Increase from treasury shares 6 939 802 0 6 939 802
Capital contribution as at 31 December 2012 375 322 267 0 375 322 267
Share plan:
number of
registered
shares B
Book value
CHF 1 000
Held on 1 January 2011 173 489 8 674
Purchase 0 0
Use 23 529 1 176
Capital increase 46 925 12 670
Held on 31 December 2011 196 885 20 168
Purchase 0 0
Use 25 309 1 266
Held on 31 December 2012 171 576 18 902
02_03_03 NOTES
230
SHARE PLAN
The remaining treasury shares held are reserved for the share pur -
chase plan of the Group Executive Board and management. The
changes to treasury shares reect the registered shares B purchased
by or issued to the Board of Directors, the Group Executive Board
and management.
10. PRINCIPAL SHAREHOLDERS
We are aware of the following principal shareholders:
11. BOND
Kuoni Travel Holding Ltd. issued a CHF 200 million 3% bond in
October 2009. The bond has a duration of four years and matures
on 28 October 2013.
12. RELATED PARTIES
In accordance with its shareholding, the Kuoni and Hugentobler
Foundation was awarded a gross dividend payment of CHF 0.7 million.
Shareholder
Number/
Category of
Shares
Voting rights
in %
Date of last
disclosure
Kuoni and Hugentobler-Foundation, Zurich 1 249 500/A
1
25.00 03/04/1995
Previous Year 1 249 500/A
1
25.00 03/04/1995
Silchester International Investors Ltd, London 757 704/B 15.16 31/12/2012
Previous Year 755 062/B 15.11 31/12/2011
Federation of Migros Cooperatives, Zurich togehter with Anlagestiftung der Migros
Pensionskasse Zurich and Pensionskasse der Globus-Unternehmung, Spreitenbach
284 656/B
39 000 Options 8.50 07/12/2009
Previous Year
284 656/B
39 000 Options 8.50 07/12/2009
Pictet Funds S.A., Geneva 151 149/B 3.02 11/04/2012
Previous Year n.a. under 3.00 18/03/2011
UBS Fund Management (Switzerland) AG, Basel 156 556/B 3.13 15/11/2012
Previous Year n.a. under 3.00 n.a.
1 Status after the capital increase from april 2011
02_03_03 NOTES
13. COMPENSATION PAID
COMPENSATION PAID TO MEMBERS OF
THE BOARD OF DIRECTORS
For their service in 2012, the members of the Board of Directors
received the compensation shown in the table below. The aggregate
compensation paid to the members of the Board of Directors in
2012 amounted to CHF 1.8 million (2011: CHF 1.6 million). No com -
pen sation was paid in 2012 to members of the Board of Directors
who had lef in the prior period or earlier. Kuoni Travel Holding Ltd.
and its Group companies had not granted any collateral, loans,
advances or credits to members of the Board of Directors or to
persons associated with them as at 31 December 2012. No options
were allocated in the year under review.
Basic cash
compensation
(xed)
Share-based
compensation
(xed)
1
Social security
contributions Total
CHF 1 000
Number of
shares CHF 1 000 CHF 1 000 CHF 1 000
2012
Henning Boysen, Chairman 274 755 210 29 513
Heinz Karrer 128 347 97 15 240
Jae Hyun (Jay) Lee 84 227 63 10 157
John Lindquist 84 227 63 10 157
Adrianus (Adriaan) Nhn 84 227 63 10 157
David Schnell 157 378 105 0 262
Annette Schmmel 84 227 63 10 157
Raymond D. Webster 82 227 63 8 153
Total 977 2 615 727 92 1 796
2011
Wolfgang Beeser 98 214 76 9 183
Heinz Karrer 112 237 84 13 209
David Schnell 157 297 105 0 262
Total 895 1 875 664 82 1 641
1 The shares were valued at a market value of CHF 278 (2011: CHF 354). The market value calculated
includes a 16% discount in view of the shares restricted availability at the time of their assignment.
02_03_03 NOTES
232
COMPENSATION PAID TO THE GROUP EXECUTIVE BOARD
For their service in 2012, the members of the Group Executive Board
received the compensation shown in the table below. The aggregate
compensation paid to the members of the Group Executive Board
in 2012 amounted to CHF 9.7 million (2011: CHF CHF 7.8 million).
The highest individual total compensation paid in 2012 amounted
to CHF 2.7 million (2011: CHF 2.1 million).
2012
CHF 1 000
Group Executive
Board
1
Of which:
Peter Rothwell
Basic cash compensation (xed) 3 397 940
Variable compensation:
* in cash
2
2 134 670
* in shares
3
2 710 789
Pension scheme contributions
4
655 111
Social security contributions 791 151
Other compensation amounts 39 6
Termination benets 0 0
Total 9 726 2 667
2011
CHF 1 000
Group Executive
Board
5
Of which:
Peter Rothwell
* in cash
6
659 232
* in shares
7
2 617 714
4
662 110
Total 7 849 2 076
1 Five members.
2 The members of the Group Executive Board were paid
STI variable compensation in cash form of CHF 0.7 million
in 2012 for the prior-year period. The cash-form variable
compensation paid to CEO Peter Rothwell amounted to
CHF 0.2 million.
3 The members of the Group Executive Board were
assigned 11 822 registered shares B in the 2012 business
year. These shares were valued at a market price of
CHF 229. The market value calculated includes a 16%
discount in view of the shares restricted availability at
the time of their assignment. The share-based compen-
sation for 2012 will be awarded at the end of the three-
year reference period in spring 2015. A total of 6 264 re -
gistered shares B (worth CHF 2.1 million) were awarded
to members of the present Group Executive Board in 2012
from the share-based compensation assigned in 2009.
(Since CEO Peter Meier was not appointed to the Group
Executive Board until 2010, he was not awarded any
such shares in 2012.) For share-based compensation in
2009 2 221 registered shares B (CHF 0.7 million) were
paid to Peter Rothwell in 2012.
4 One member of the Group Executive Board is entitled
to take early retirement in accordance with the regulations
of the Patronale Frsorgestiftung. The non-contribution-
based costs of the corresponding benets are included in
the pension fund contributions shown. The corresponding
regulations have not been extended to any new Group
Executive Board member since 2005.
5 Five members.
6 The members of the Group Executive Board were paid
STI variable compensation in cash form of CHF 1.1 million
in 2011 for the previous year. The cash-form variable
compensation paid to CEO Peter Rothwell amounted to
CHF 0.4 million.
discount in view of the shares restricted availability
at the time of their assignment. The share-based compen -
sa tion for 2011 will be awarded at the end of the three-
year reference period in spring 2014. No shares were
awarded in 2011.
02_03_03 NOTES
The compensation includes basic salaries for 2012 and variable bonus
payments for 2012. Share-based compensation includes the registered
shares B allocated for 2012, which will be adjusted and paid out afer a
three year performance assessment period. The registered shares B
paid on in the 2012 nancial year on the basis of the 2010 share-based
compensation are shown in footnote 3.
No compensation was paid in 2012 to any members of the Board of
Directors who had lef in the prior period or earlier. Kuoni Travel
Holding Ltd. and its Group companies had not granted any collateral,
loans, advances or credits to members of the Board of Directors or
to persons associated with them as at 31 December 2012. No options
were allo cated in the year under review.
02_03_03 NOTES
234
14. SHARE OWNERSHIP
BOARD OF DIRECTORS AND GROUP EXECUTIVE BOARD
Registered share B as at 31 December Other equity instruments
Number of shares Voting rights Number of shares Voting rights
2012
Board of Directors
Henning Boysen, Chairman 5 038 0.10% 0
Heinz Karrer 1 514 0.03% 0
Jae Hyun (Jay) Lee 227 0.00% 0
John Lindquist 1 373 0.03% 0
Adrianus (Adriaan) Nhn 227 0.00% 0
David Schnell 2 805 0.06% 0
Annette Schmmel 953 0.02% 0
Raymond D. Webster 1 573 0.03% 0
Wolfgang Beeser
1
1 052 0.02% 0
Group Executive Board
Peter Rothwell 1 716 0.03% 0
Leif Vase Larsen 1 207 0.02% 0
Stefan Leser 5 178 0.10% 0
Rolf Schafroth 2 573 0.05% 0
Peter Meier 1 0.00% 0
Total 25 437 0.51% 0 0%
2011
Wolfgang Beeser 1 052 0.02% 0
Annette Schmmel 1 326 0.03% 0
Raymond D. Webster 1 346 0.03%
Group Executive Board 0
Leif Vase Larsen 808 0.02% 0
Total 18 873 0.38% 0 0%
1 Member of the Board of Directors who left the company during 2012.
02_03_03 NOTES
BOARD OF DIRECTORS (NON-EXECUTIVE MEMBERS ONLY)
GROUP EXECUTIVE BOARD (CURRENT)
15. RISK MANAGEMENT
The Board of Directors and the management use a risk management
process under which a report is compiled every six months detailing
Kuonis present risk exposure and the current status of dened
risk-reducing actions and activities. The probabilities of such risks
occurring and the anticipated impact of the risk scenarios analysed
also form part of this semi-annual risk management reporting.
The Kuoni risk management process further extends to quarterly
reporting on any newly identied risk scenario or changed risk
assessment.
Number of shares 31 Dec 2012 31 Dec 2011
no blocking period 8 366 6 279
blocking period 2012 0 2 907
blocking period 2013 1 906 1 906
blocking period 2012 0 149
02_03_03 NOTES
236
Risks are assessed by conducting interviews with management
members and further key personnel. The associated risk scenarios
are then developed on the basis of these and further considerations,
including corporate goals and strategies. Kuonis group-wide risk
management covers 19 top Group-level risks and three to ve specic
top risks for each of the divisions and the most important business
units.
Within the Internal Control System (ICS), the corresponding pro -
cesses had those specic risks systematically monitored which are
relevant to the annual accounting process in terms of their incorrect
or fraudulent reporting potential. The key controls derived from
these were implemented where they were not already fully in place,
and documented. Procedures have also been dened to monitor
and assess the existence of internal controls.

Instead of a dividend, the Board of Directors will propose to the
Annual General Meeting that shareholders receive a withholding
tax-free appropriation from the capital contribution reserve of
CHF 0.60 per registered share A and CHF 3.00 per registered share B.
CHF 2012 2011
Prot carried forward 1 856 934 1 177 433
Net result for the year 42 796 384 11 679 501
Retained earnings 40 939 450 12 856 934
Dividends:
Per registered share A 0 0
Per registered share B 0 0
Total dividends 0 0
Allocation from other reserves 40 939 450 11 000 000
Appropriation of prot 40 939 450 11 000 000
Prot carried forward to new account 0 1 856 934
Retained earnings 40 939 450 12 856 934
CHF 2012 2011
Legal reserve from capital contribution 375 322 267 379 855 161
Distribution from legal reserve from capital contribution 11 995 200 11 472 696
Distribution
1

Per registered share A CHF 0.60 749 700 749 700
Per registered share B CHF 3.00
* on 3 576 947 shares entitled to dividend at 31 December 2012 10 730 841 10 722 996
* on 171 553 treasury shares set aside for the employee share plan at 31 December 2012 514 659 0
Total distribution 11 995 200 11 472 696
1 The company will waive its entitlement to such
payments from the capital contribution reserve for the
treasury shares held on the distribution date which
are reserved for use in its employee share plan. The
amount due on these shares will be taken to the legal
reserve from capital contributions.
02_03_04 BOARD OF DIRECTORS PROPOSAL
FOR THE APPROPRIATION OF RETAINED EARNINGS
238
REPORT OF THE STATUTORY AUDITOR 02_03_05
Report of the Statutory Auditor on the Financial
Statements to the General Meeting of Shareholders
of Kuoni Travel Holding Ltd., Zurich
As statutory auditor, we have audited the accompa-
nying nancial statements of Kuoni Travel
Holding Ltd., presented on pages 223 to 236, which
comprise the statement of nancial position,
income statement and notes for the year ended 31
December 2012.
BOARD OF DIRECTORS RESPONSIBILITY
The board of directors is responsible for the
preparation of the nancial statements in accord-
ance with the requirements of Swiss law and the
companys articles of incorporation. This responsi-
bility includes designing, implementing and
maintaining an internal control system relevant to
the preparation of nancial statements that are
free from material misstatement, whether due to
fraud or error. The board of directors is further
responsible for selecting and applying appropriate
accounting policies and making accounting
estimates that are reasonable in the circumstances.
AUDITORS RESPONSIBILITY
Our responsibility is to express an opinion on
these nancial statements based on our audit. We
conducted our audit in accordance with Swiss
law and Swiss Auditing Standards. Those standards
require that we plan and perform the audit to
obtain reasonable assurance whether the nancial
statements are free from material misstatement.

An audit involves performing procedures to obtain
audit evidence about the amounts and disclosures
in the nancial statements. The procedures
selected depend on the auditors judgment, includ-
ing the assessment of the risks of material mis-
statement of the nancial statements, whether due
to fraud or error. In making those risk assessments,
the auditor considers the internal control system
relevant to the entitys preparation of the nancial
statements in order to design audit procedures
that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the
eectiveness of the entitys internal control system.
An audit also includes evaluating the appropriate-
ness of the accounting policies used and the
reasonableness of accounting estimates made, as
well as evaluating the overall presentation of
the nancial statements. We believe that the audit
evidence we have obtained is sucient and
appropriate to provide a basis for our audit opinion.
OPINION
In our opinion, the nancial statements for
the year ended 31 December 2012 comply with
Swiss law and the companys articles of
incorporation.
REPORT ON OTHER LEGAL REQUIREMENTS
We conrm that we meet the legal requirements
on licensing according to the Auditor Oversight
Act (AOA) and independence (article 728 CO
and article 11 AOA) and that there are no circum-
stances incompatible with our independence.

In accordance with article 728a paragraph 1 item
3 CO and Swiss Auditing Standard 890, we conrm
that an internal control system exists, which
has been designed for the preparation of nancial
statements according to the instructions of the
board of directors.
REPORT OF THE STATUTORY AUDITOR
We further conrm that the proposed appropria-
tion of available earnings complies with Swiss
law and the companys articles of incorporation.
We recommend that the nancial statements
submited to you be approved.
KPMG AG
Martin Schaad
Auditor in Charge
Pascal Schmid
Zurich, 15 March 2013
240
241 02_FINANCIAL REPORT CORPORATE GOVERNANCE
02_04
CORPORATE
GOVERNANCE
C
o
r
p
o
r
a
t
e

G
o
v
e
r
n
a
n
c
e
242
Trust, reliability and security are all basic
prerequisites for a healthy and success-
ful company. Maintaining these essen-
tial parameters of business management
and control is the key task of Corporate
Governance. Professionally implemented
Corporate Governance is essential for any
successful and responsible company that
seeks to fulll its shareholders, employees
and external stakeholders.
Information about Corporate Governance
is also available on kuoni.com
This Corporate Governance Report describes the principles of
management and control as they apply to the top decision-making
bodies of the Kuoni Group. To enhance transparency and thus
comparability with prior years and other companies, it has been
prepared in conformity with the SIX Corporate Governance Directive
of 29 October 2008. Unless otherwise specied, all the information
contained in the report is based on data as at 31 December 2012.
The principles and rules of corporate governance as practised by the
Kuoni Group are set out in the companys Articles of Incorporation,
its Organisational Regulations and the regulations of the Board
of Directors commitees. The Chairman of the Board of Directors
reviews the content and current relevance of the corporate govern-
ance provisions regularly, and proposes any additions or amend-
ments required to the Board of Directors.
The Kuoni Group meets all the relevant corporate governance pro -
visions. In particular, the Kuoni Group abides by all existing legis-
lation, the directives of the SIX Swiss Exchange (and the remarks
thereto) and the Swiss Code of Best Practice for Corporate Governance
issued by economiesuisse, Switzerlands umbrella business associa-
tion (as updated in 2007).
This document contains, under Point 02_04_10, the Compensation
Report of the Board of Directors, which also complies with the
provisions of Newsleter 2010/1 of FINMA, the Swiss Confederations
nancial markets supervisory authority.
INTRODUCTION 02_04_00
244
GROUP STRUCTURE
Kuoni Travel Holding Ltd. is a joint-stock holding company under
Swiss law which has direct or indirect shareholdings in all the compa-
nies worldwide which belong to the Kuoni Group. The Kuoni Group
maintains lean and ecient management structures at all levels. While
the Board of Directors devotes itself to overall management, strategic
and super visory duties, the Group Executive Board is entrusted with
operational management tasks. For a diagram of the operational
structure of the Kuoni Group, see page 29. The registered shares B of
Kuoni Travel Holding Ltd., Zurich, which have a nominal value of
CHF 1.00, are traded on the Main Standard of the SIX Swiss Exchange
(securities number 350 485, ISIN CH 0003504856). The registered
shares A of Kuoni Travel Ltd., Zurich, which have a nominal value of
CHF 0.20, are not listed. The companys legal domicile is at Neue
Hard 7, Zurich. Kuoni Travel Holding Ltd. does not hold any equity
interests in any stock-exchange-listed companies.
For details of the unlisted companies that belong to the Kuoni Group
of consolidated companies, see pages 214 to 217 of the Financial
Report. A detailed description of the global activities of the Kuoni
Group is available on the company website.
PRINCIPAL SHAREHOLDERS
The information on principal shareholders of Kuoni Travel Holding
Ltd. is provided in the table on page 194 of the Financial Report.
This shows those shareholders holding over 3% of the companys
voting rights, together with their current holdings (based on informa-
tion provided by the same). The company received several notica-
tions of signicant shareholders as required under Article 20 of
the Swiss Federal Act on Stock Exchanges and Securities Trading in
the course of 2012. These notications were published on the SIX
Swiss Exchanges notications platform and on the company website.
Kuoni Travel Holding Ltd. is not aware of any other shareholders
holding more than 3% of the companys voting rights as of 31 Decem-
ber 2012.
02_04_01_01
02_04_01_02
02_04_01 GROUP STRUCTURE AND SHAREHOLDERS

www.kuoni.com/group

www.six-swiss-exchange.com/
shares/companies/
major_shareholders_de.html
www.kuoni.com/major-shareholders

www.kuoni.com/share-capital-structure
Kuoni Travel Holding Ltd. is not aware of any shareholders
agreements.
CROSS-SHAREHOLDINGS
Kuoni Travel Holding Ltd. has no cross-shareholdings, whether
purely of a capital nature or involving voting rights.
CAPITAL
For further details and the composition of the amounts of ordinary,
authorised and conditional capital of Kuoni Travel Holding Ltd.
at yearend, please see note 22 on page 193 of the Financial Report.
Further information on the capital structure is available on the
company website.
AUTHORISED AND CONDITIONAL CAPITAL IN PARTICULAR
The authorised capital of Kuoni Travel Holding Ltd. amounts to
CHF 571200 and is valid until 20 April 2013. The use of the authorised
capital is limited to the nancing or renancing of GTA Holdco
Limited, GTA Americas LLC, Octopus Travel.com (USA) Limited and
Columbus Technology Developments Limited which was eected
in 2011. The Board of Directors may not issue any new shares for any
other purpose on the basis of the authorised capital. The Board of
Directors will delete Article 3ter of the Articles of Incorporation of
Kuoni Travel Holding Ltd. relating to authorised capital upon the
expiration of its validity on 20 April 2013.
Although the authorised capital of Kuoni Travel Holding Ltd. can
virtually no longer be used as a result of the above restriction,
the following information is still provided because it is required
to be included in a companys Annual Report by the corres -
ponding corporate governance information directive of the SIX
Swiss Exchange:
02_04_01_03
02_04_02_01
02_04_02_02
02_04_02 CAPITAL STRUCTURE
02_04_02 CAPITALSTRUCTURE
246
In accordance with Article 3
ter
of the Articles of Incorporation of
Kuoni Travel Holding Ltd., the Board of Directors is authorised to
increase share capital by up to CHF 571200 through the issue of a
maximum of 178500 fully-paid-up registered shares A with a nominal
value of CHF 0.20 per share and a maximum of 535500 fully-paid-
up registered shares B with a nominal value of CHF 1.00 per share at
any time until 20 April 2013. Should it do so, the Board of Directors
shall specify the issue amount, the type of contribution, the date of
such issue and the commencement of dividend entitlement. In the
issue of any such shares, the subscription rights of existing sharehold-
ers shall be granted in full. The Board of Directors may also issue
such new registered shares through their rm acquisition by a bank
or a third party and subsequent oering to existing shareholders.
The Board of Directors is empowered to determine the subscription
price and the further subscription-right provisions. Should sub-
scription rights not be exercised, the Board of Directors may permit
these to lapse, place them (and the corresponding shares) on the
market at market rates or use them in any other way in the interests
of the company. The exercising of contractually-acquired subscrip-
tion rights and the subscription to and acquisition of the new
registered shares, and any subsequent trannsfer thereof, are subject
to Article 5 of the Articles of Incorporation of Kuoni Travel Holding
Ltd. Every new share entitles its holder to one vote.
Conditional capital issuable via the exercising of conversion rights
and / or warrants linked to bonds or similar debt issued by Kuoni
Travel Holding Ltd. or any of its subsidiaries in the domestic or
inter national capital markets amounts to a maximum of CHF 384000.
In the case of issues of bonds or similar debt instruments to which
conversion and/or warrant rights are atached, the pre-emptive rights
of the existing shareholders are excluded. The holders of the said
conversion and / or warrant rights are entitled to subscribe for new
registered shares B. The acquisition of registered shares through the
exercise of conversion and/or warrant rights and any subsequent
transfer thereof are subject to the transfer and voting restrictions
contained in the Articles of Incor poration. The Board of Directors
is authorised to restrict or revoke the pre-emptive rights of sharehold-
ers when such bonds or similar debt instruments to which con-
version and / or warrant rights are atached are issued to nance the
acqui sition of other companies or parts of companies. If shareholders
pre-emptive rights are revoked by a decision of the Board of Directors,
the conversion and/or warrant rights concerned will be issued at
the prevailing market price, and the new registered shares will be
issued at market rates, with due regard to the current market price of
the registered shares concerned and/or of comparable nancial
instruments with a market price. The exercise period is limited to ten
years for conversion rights and to seven years from the date of the
bond issue for warrant rights.
Conditional capital of a maximum of CHF 96000 also exists for use
in exercising subscription or option rights granted to employees of
Kuoni Travel Holding Ltd. or its subsidiaries under one or more
employee stock option plans. In such cases, new registered shares B
may also be issued to employees at rates below the current stock
market price, and existing shareholders shall have no subscription
rights. The terms and conditions for the issue of such shares shall
be determined by the Board of Directors. The acquisition of regis-
tered shares under such employee stock option plans and any
subsequent transfer thereof are subject to all the relevant statutory
transfer and voting right restrictions.
248
CHANGES IN CAPITAL AND SHARE BUYBACK PROGRAMME
For 2010, 2011 and 2012 please refer to note 7 on page 226 of the
Financial Report.
SHARES AND PARTICIPATION CERTIFICATES
The composition of the share capital of Kuoni Travel Holding Ltd.
is shown on page 193 of the Financial Report. At the General Meeting
of Shareholders of Kuoni Travel Holding Ltd. each registered share
carries one vote. These voting rights can only be exercised if the share -
holder is registered as a shareholder with voting rights in the Kuoni
Travel Holding Ltd. share register. Under the Articles of Incorporation,
such registration also requires a declaration from the shareholder
that they have acquired the shares concerned in their own name and
for their own account.
The unlisted registered shares A (nominal value CHF 0.20) have a
ve times lower nominal value than the listed registered shares B
(nominal value CHF 1.00), and thus have ve times greater voting
rights in terms of the capital invested.
The registered shares of Kuoni Travel Holding Ltd. are uncerticated.
The shareholder may demand at any time that Kuoni Travel Holding
Ltd. issue a conrmation in respect of the registered shares which
the shareholder currently owns. The shareholder is not entitled to the
printing and delivery of certicates for registered shares. Kuoni Travel
Holding Ltd., by contrast, may print and deliver certicates repre-
senting shares (single or global share certicates or certicates
comprising multiple shares) at any time instead of uncerticated
securities. Kuoni Travel Holding Ltd. may also cancel without
replacement any such pre viously issued share certicate or uncerti-
cated security.
02_04_02_03
02_04_02_04
Securities held with an intermediary may only be disposed of or
used as collateral in compliance with the terms of the Swiss Inter-
mediary-Held Securities Act (Bucheektengesetz). Uncerticated
securities which do not qualify as securities held with an inter me-
diary may only be transferred by assignment. Such assignment shall
only be valid if Kuoni Travel Holding Ltd. is notied thereof.
All registered shares are entitled to a dividend. Kuoni Travel Holding
Ltd. waives its entitlement to a dividend on any shares held by
the company as treasury shares at the time of the dividend payment.
The voting rights atached to such shares are suspended by law.
Kuoni Travel Holding Ltd. has not issued any participation
certicates.
DIVIDEND-RIGHT CERTIFICATES
Kuoni Travel Holding Ltd. has not issued any dividend-right
certicates.
RESTRICTIONS ON TRANSFERABILITY AND NOMINEE
REGISTRATIONS
The following provisions apply to the registered shares A and B
of Kuoni Travel Holding Ltd.
The Board of Directors of Kuoni Travel Holding Ltd. will deny the
registration of an acquirer of registered shares subject to the provisions
of the last paragraph in this chapter 02.04.02.06 as the holder or
usufructuary of the registered shares with voting rights concerned
if, as a result of such registration, the acquirer were to acquire or
collectively hold, directly or indirectly, more than 3% of the registered
share capital entered in the Commercial Register. For the registered
shares exceeding this 3% ceiling, the acquirer shall be registered
in the share register as the holder or usufructuary of these registered
shares without voting rights.
02_04_02_05
02_04_02_06
250
Legal entities or partnerships that are interrelated through capital
ownership, voting rights or uniform ma nagement or are otherwise
linked with one another, as well as individual persons or legal entities
or partnerships who act in concern for the purpose of circumventing
the limitation for registration in the share register shall, for the
purposes of the preceding paragraph, be treated as one single acquirer.
The limitation for registration in the share register set forth in para -
graph 1 of this chapter 02.04.02.06 subject to Article 652b, paragraph 3
of the Swiss Code of Obligations, also applies to registered shares
which are acquired through the exercising of pre-emptive rights,
warrants and conversion rights. The limitation for registration in the
share register shall not apply to an acquisition of registered shares
by succession or division of estate or under marital property law.
Other than set forth above, acquirers of registered shares shall be
regis tered in the share register as shareholders with voting rights
upon their application, provided they expressly declare that they have
acquired the registered shares in their own name and for their own
account.
The Board of Directors of Kuoni Travel Holding Ltd. may register
individual persons who do not expressly declare that they hold the
registered shares for their own account (nominees) in the share
register with voting rights if the nominee has entered into an agree-
ment with the Board of Directors with respect to such status and
if the nominee is subject to the supervision of a recognised bank or
nancial market.
The Board of Directors of Kuoni Travel Holding Ltd. may also, afer
having heard the person concerned, cancel a persons registration in
the share register as a shareholder or nominee with voting rights
with retroactive eect to the date of registration if such registration
was based on incorrect information from the acquirer, and shall
then in such cases register the shareholder or nominee concerned
in the share register as a shareholder or nominee without voting
rights. In the event of any such action, the shareholder concerned
must be immediately informed.
The Board of Directors of Kuoni Travel Holding Ltd. shall specify the
particulars and give the necessary directions to ensure compliance
with the preceding provisions. It may also allow exemptions in parti -
cular cases from the regulation regarding nominees and the per-
centage limitation specied in paragraph 1. The Board of Directors
issues regulations on this. The Board may also delegate its duties.
No exemptions from the transferability and nominee registration
restrictions were granted in 2012.
The vested rights of the shareholders entered in the share register
on 25 February 1995 (including those of their legal successors by virtue
of the devolution or partition of an estate, a matrimonial property
regime or a merger with or incorporation into a directly-controlled,
wholly-owned holding company) remain intact. The limitations
outlined above shall also not apply to shares which have been or will
be acquired by the shareholders entered in the share register on
25 February 1995 or their legal successors as dened above through
the exercising of subscription, warrant, option or conversion
rights arising from the shares entered in the share register on
25 February 1995 and any shares derived therefrom.
CONVERTIBLE BONDS AND OPTIONS
Kuoni Travel Holding Ltd. had no convertible bonds or options
outstanding at the end of 2012.
02_04_02_07
252
MEMBERS OF THE BOARD OF DIRECTORS
a) The Board of Directors of Kuoni Travel Holding Ltd. consists of
the following eight members:
The curricula vitae of the individual Board members can be viewed as
of page 30 and on the company website.
b) All the members of the Board of Directors are non-executive
independent directors.
c) None of the present Board members sat on the Group Executive
Board of Kuoni Travel Holding Ltd. or on the executive board of any
group subsidiary of Kuoni Travel Holding Ltd. within the last three
years. Similarly, none of the present Board members maintains
material business relationships with Kuoni Travel Holding Ltd. or
with any group subsidiary of Kuoni Travel Holding Ltd.
OTHER ACTIVITIES AND FUNCTIONS
Details of other activities and functions of the members of the Board
of Directors are available on the company website.
ELECTION AND TERM OF OFFICE
Each individual member of the Kuoni Travel Holding Ltd. Board
of Directors is elected separately by the General Meeting of
02_04_03_01
Name Born Nationality Function Joined Current term expires
Henning Boysen 1946 Danish Chairman 2003 2015
Heinz Karrer 1959 Swiss Deputy Chairman 2007 2014
David Schnell 1947 Swiss Member 2002 2015
Anette Schmmel 1965 Swiss Member 2004 2013
Raymond D. Webster 1946 British/New Zealander Member 2006 2013
John Lindquist 1950 British/US-American Member 2007 2014
Jae Hyun Lee 1964 Corean Member 2012 2015
Adrianus Nhn 1953 Dutch Member 2012 2015
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02_FINANCIAL REPORT CORPORATE GOVERNANCE
Shareholders. As specied in the Articles of Incorporation, the Board
of Directors consists of a mini mum of ve and a maximum of nine
members. These members are each elected for a term of oce that
shall not exceed three years, with each year extending from one
Ordinary General Meeting of Shareholders to the next. The Board of
Directors is self-constituting. The Board appoints its Chairman,
one Deputy Chairmen and a Secretary, the last of whom need not be
a Board member.
The organisational regulations and company bylaws also stipulate
that members of the Board of Directors will automatically retire
from the Board on the date of the General Meeting of Shareholders
following their 70th birthday.
For information on the initial election and remaining period of
oce of each member of the present Board of Directors, please see
the table under 02_04_03_01 above.
INTERNAL ORGANISATION
The internal organisation of the Board of Directors is based on the
companys Organisational Regulations, which are issued by the Board
of Directors and were last revised in December 2012. The Organisa-
tional Regulations may be viewed on the company website.
DIVISION OF DUTIES WITHIN THE BOARD OF DIRECTORS
Within the Board of Directors, the Chairman has the following duties
and authorities. The Deputy Chairman deputises for the Chairman
in his absence, and bears the same duties and authorities when doing
so. Apart from these duties and authorities, the Chairman and Deputy
Chairman have no particular function within the Board of Directors.
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The Chairman is responsible for the formal and organisational leader -
ship and management of the Board of Directors. In urgent cases,
he shall also take the necessary decisions and precautions until the
mater can be decided upon by the Board of Directors. The Chairman
further monitors the observance of legal requirements, the Articles
of Incorporation, regulations and directives by the companys manage-
ment bodies, and submits the requisite motions, requests and
proposals to the Board of Directors. The Chairman also ensures, in
collaboration with the Group Executive Board, that information
is provided in good time on all major aspects of the company which
are of relevance to the monitoring of its activities and to the cor-
porate decision-making process. Further details of the duties and
authorities of the Chairman of the Board are provided in Section 2.5
of the Organisational Regulations.
BOARD COMMITTEES
The Board of Directors has formed the following two commitees to
assist it in its work: the Audit Commitee and the Nomination and
Compensation Commitee.
Each of these commitees has writen regulations specifying its tasks
and responsibilities.
The Audit Commitee currently consists of David Schnell (Chairman),
Adrianus Nhn and John Lindquist . The Audit Commitee has
assured itself that the majority of its members have the requisite
expertise in accounting and nancial management. The Audit
Commitee reports to the Board of Directors on its con clusions, and
the Board of Directors decides upon appro priate action.
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The prime duty of the Audit Commitee is to support the Board of
Directors in its monitoring and super vision of the companys account-
ing and nancial management. Its main tasks therein comprise:
* providing independent and objective monitoring of the integrity
* of the companys consolidated reporting process, internal
nancial control systems and accounting and their compliance
with the relevant legal provisions;
* assessing the independence and performance of both the
external and the internal auditors;
* ensuring open communications between the Group Executive
Board, the Board of Directors and the internal and external
auditors.
The Audit Commitee further reviews:
* the guidelines imposed by the Group Executive Board to ensure
ecient nancial reporting processes and controls;
* periodic discussions of the current state of aairs with the
Group Executive Board and the internal auditors and separately
with the external auditors.
The Audit Commitee also performs the following main tasks which
have been assigned to it by the Board of Directors:
* reviewing the Annual Report, the annual and interim nancial
statements, the nine-month Business Update and the auditing
reports and management leters of the Kuoni Group and
Kuoni Travel Holding Ltd. and submiting proposals to the Board
of Directors;
* ensuring compliance with set accounting standards within
the Group;
* approving the integrated audit plans of the external auditors
as well as the internal auditors;
* assessing and discussing the external auditors audit reports;
* assessing the performance, independence and compensation
of the external auditors;
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* selecting the auditing company to be proposed to the General
Meeting of Shareholders for election as the companys statutory
auditor and submiting the corresponding proposal to the
Board of Directors;
* periodically reviewing internal processes and procedures;
* periodically reviewing the suitability and eectiveness
of the internal auditors;
* submiting proposals to the Board of Directors on entries into
the share register for shareholders with voting rights
in connection with Article 5 of the Articles of Incorporation;
* periodically reviewing the guidelines issued on ad-hoc
publicity and the prevention of insider dealing;
* submiting proposals to the Board of Directors on notifying
the courts in the event of overindebtedness;
* periodically reviewing all internal guidelines and directives
that are not reviewed by any other commitee.
The Audit Commitee has its own authority on the following maters:
* ensuring the auditors fullment of the legal requirements
on licensing as stipulated in the Auditor Oversight Act (AOA)
and independence (Swiss Code of Obligations, Article 728);
* maintaining the share register;
* periodically reviewing the organisation of the internal auditor;
* reviewing strategic tax planning issues;
* Remunerating external auditors for subsidiaries;
* appointing and dismissing the Head of Internal Audit.
The Nomination and Compensation Commitee is composed of
Heinz Karrer (Chairman), Annete Schmmel and Raymond D. Webster.
The main tasks of the Nomination and Compensation Commitee are
to monitor the organisation, qualication, performance and remu-
neration of management and the Board of Directors and to review the
terms and conditions of any employee share purchase plan. Other tasks
performed by the commitee are assessing the performance of the CEO
and of the members of the Group Executive Board, arranging succes-
sion plans for the members of the Board of Directors and the Group
257
Executive Board, seeking and proposing new members for the Board
of Directors and furthering the development of management as a
whole. The Nomination and Compensation Commitee enlisted the
services of two external specialists, Hostetler Kramarsch & Partner,
and PricewaterhouseCoopers, both in Zurich, in 2012 to assist it in its
decisions and recommendations. The Nomination and Compensa-
tion Commitee reports to the Board of Directors on its conclusions,
and the Board of Directors decides upon appropriate action on the
basis thereof. In this connection, please also see the Compensation
Report (note 02_04_10).
WORKING METHODS OF THE BOARD OF DIRECTORS AND ITS
COMMITTEES
The Board of Directors and its commitees meet as ofen as business
requires, but a minimum of six times a year for the Board of Directors,
four times a year for the Audit Commitee and three times a year
for the Nomination and Compensation Commitee. The Board of
Directors met eight times for regular meetings in 2012 (average
length: 8 hours). In addition three extraordinary telephone confer-
ences (average length: 45 minutes) took place. The Audit Commitee
held four regular meetings (average length: 6.5 hours); and the
Nomination and Compensation Commitee held four regular meet-
ings (average length: 3.0 hours) and three extraordinary telephone
conferences (average length: 45 minutes).
The Board of Directors meets at the invitation of its Chairman. A
Board meeting may also be demanded by any of its members or
by the CEO.
The agenda of the Board of Directors meetings is set by the Chairman.
Any member of the Board of Directors may table an agenda item.
The members of the Board of Directors each receive documentation
prior to the meetings which enables them to prepare for discussion
of the agenda items concerned.
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Board meetings are chaired by the Chairman. A Board meeting shall
be quorate provided the majority of Board members are present.
The Board votes and passes resolutions by a simple majority. In the
event of a tie, the meeting chair has the casting vote. In addition to
its members, meetings of the Board of Directors are generally atended
by the CEO and the Chief Financial Ocer (CFO), and by further
members of the Group Executive Board as and when required. These
atendees have only an advisory function, along with the right to table
motions or agenda items. Persons who are not members of the Group
Executive Board may also atend as specialists at the chairs invitation.
Minutes are kept of all meeting deliberations. Board resolutions
may also be passed by writen approval (leter, fax, email or other
writen form), again by a simple majority, provided all Board
members have had the opportunity to cast their vote and provided
no member demands oral discussion of the mater concerned.
Board commitee meetings are held at the invitation of the chair. A
Board commitee meeting may also be demanded by any commitee
member or the CEO (and an Audit Commitee meeting may addi-
tionally be demanded by the Chairman of the Board, the CFO or the
internal or external auditors). The agenda of Board commitee
meetings is compiled by the chair. Any commitee member may table
an agenda item.
The commitee members each receive documentation prior to the
meetings which enables them to prepare for discussion of the agenda
items concerned.
Board commitee meetings are chaired by the commitee chair. A
com mitee meeting shall be quorate (and empowered to submit pro po-
sals to the Board of Directors) provided the majority of commitee
members are present. The meeting votes and passes resolutions by a
simple majority. In the event of a tie, the meeting chair has the casting
vote. In addition to its members, meetings of the Audit Commitee
are generally atended by the Chairman of the Board, the CEO, the CFO,
259
the Head of Internal Audit and a representative of the external
auditors. In addition to its members, meetings of the Nomination and
Compensation Commitee are generally atended by the Chairman
of the Board, the CEO and the Chief Human Resources Ocer.
Minutes are kept of all Board commitee meetings. Commitee
resolutions may also be passed by circular writen communication,
provided no member demands that a meeting be convened.
An annual self-assessment procedure has been established to perma-
nently monitor and if possible enhance the performance of the
Board of Directors. This evaluates how eciently the Board and its
commitees are performing their functions and meeting their
responsibilities, whether each Board member participates actively
in Board discussions and makes contributions based on independent
judgement, and whether an environment of open discussions is
maintained at Board meetings.
AREAS OF RESPONSIBILITY
The Board of Directors is the companys supreme managing body
and is responsible for supervising the management of the company
and its business. It deals with all maters that are not entrusted to
another body of the company under the law, the companys Articles
of Incorporation or its Organisational and Business Regulations.
With regard to the non-transferability and inalienability of duties of
the Board of Directors, reference is made to Article 716a of the Swiss
Code of Obligations and Article 20 of the Articles of Incorporation.
The Board of Directors may also, subject to the relevant legal provisions,
delegate all or part of its duties to manage and represent the company
to one or more of its members (as managing directors) or to third
parties by issuing the appropriate organisational regulations. In this
connection, the Board of Directors has issued a set of Organisational
Regulations which specify (under Section 2.3) its further duties and
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authorities and list (under Section 4.3) those business items
which require its approval.
The Board of Directors of Kuoni Travel Holding Ltd. manages the
subsidiaries under its legal and/or economic control as a corporate
group. The responsibility for the resolutions taken by the Board
of Directors there fore extends not only to the company in the legal
sense but also to all the subsidiaries described above by virtue of
the Boards authority to issue instructions to the representatives
of the company in their respective governing bodies. Within the
overall parameters imposed by the law and the Articles of Incorpora-
tion, the Board of Directors delegates the management of the com-
pany to the Group Executive Board by means of the relevant Organi-
sational Regulations, which can be viewed on the company website.
The Group Executive Board has the duty and the authority to manage
the Kuoni Groups business operations. It is responsible in particular for:
* planning, managing and monitoring the companys protability,
risk positions, balance sheet structure and liquidity within
the guideline parameters laid down by the Board of Directors;
* devising the business strategy, multi-year business plan and
budget for the following business year, and submiting these to
the Board of Directors;
* preparing and submiting proposals to the Board of Directors,
particularly in relation to nancing policy, investment policy,
asset management policy, risk management and sourcing
and trading policy, and in other areas as and where required.
The Group Executive Board shall also ensure the subsequent detailed
adoption of such policies and the obser vance of the principles laid
down in connection therewith, and shall report regularly to the Board
of Directors thereon:
* compiling the annual and half-year accounts and the Nine-Month
Business Update and providing the additional information
required in connection therewith, and submiting these to the
Board of Directors.
261
* ensuring that all legal requirements are observed and that
all applicable legal provisions are familiar to and observed
by the companys employees (Corporate Compliance; the basic
parameters here are laid down in the companys Code of
Conduct);
* the internal organisation and the internal control system;
* hiring and dismissing employees;
* monitoring the performance of external service providers;
* preparing meetings of the Board of Directors together with
its Chairman and presenting the necessary documents;
* reporting to the Board of Directors.
The Group Executive Board is empowered to pass resolutions on all
business assigned to it. The Group Executive Board may submit
such business to the Board of Directors for approval. The provisions
on which items of business must be submited to the Board of
Directors for approval are laid down in the Organisational Regula-
tions (Article 4.3 thereof).
INFORMATION AND CONTROLLING INSTRUMENTS FOR
SUPERVISING THE GROUP EXECUTIVE BOARD
The Management Information System (MIS) of the Kuoni Group is
structured as follows. The nancial state ments of the individual
subsidiaries are prepared on a monthly, quarterly, semi-annual and
annual basis. These gures are aggregated per segment/division
and consolidated for the Group. The gures are compared with the
previous year and the budget. The atainability of the budget is
assessed on the basis of quarterly reporting and forecasts. The heads
of the divisions submit monthly writen reports on the progress
of business to the Group Executive Board and the Board of Directors.
These reports are discussed with the Group Executive Board at
the Board of Directors meetings, as are the implementation and
observance of Board resolutions and the companys liquidity levels.
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262
Any member of the Board of Directors may demand to be informed
about the companys aairs. The CEO is responsible for informing
the Board of Directors about the current course of business and
important business transactions occurring in the company and in
its subsidiaries. The CEO reports to the Chairman of the Board at
regular intervals. The CEO must also inform the Chairman immedia-
tely of any unusual events, and the Chairman will in turn pass such
information on to the members of the Board.
To ensure the direct information of the full Board of Directors, the
CEO regularly atends meetings of the Board of Directors and its
commitees unless the Board or its commitees need to conduct a
closed meeting session. The CFO also atends all meetings of the
Audit Commitee and is further present for most agenda items at
full Board meetings. The further members of the Group Executive
Board atend Board meetings for particular agenda items as and
when required. The Chairman of the Board also receives copies of
the minutes of all meetings of the Group Executive Board.
The companys risk management function provides an established
risk model for identifying, managing and moni toring strategic
and operational risks throughout the Kuoni Group. The groupwide
risk prole consists of the risks identied in the Groups main
country organisations (adopting the botom-up approach) and
groupwide strategic risks (adopting the top-down approach).
The present risk prole and the current status of risk-reducing
measures resolved are regularly monitored and are reported
twice-yearly to the Board of Directors.
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Internal Audit complements the controlling mechanisms available
to the Board of Directors and reports directly to the Boards Audit
Commitee. Internal Audit supports the Group Executive Board in
special projects as requested by the CEO or other members of the
Group Executive Board, and in other maters. Internal Audits main
task is to conduct an independent assessment of internal control
systems and their eectiveness with regard to potential risks.
The reports prepared by Internal Audit regarding the audits carried
out are submited to the members of the Audit Commitee, the
Chairman of the Board, the CEO, the CFO, the Head of IT, the Head
of Corporate Controlling, the Group General Counsel and the
external auditor. Each report also contains comments by the
Group Executive Board regarding the key ndings of the audits
conducted in addition to suggested improvements.
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THE GROUP EXECUTIVE BOARD 02_04_04
MEMBERS OF THE GROUP EXECUTIVE BOARD
For details of the members of the Group Executive Board, please see
as of page 35.
OTHER ACTIVITIES AND FUNCTIONS
Details of other activities and any further functions of Group Execu-
tive Board members are provided on the company website.
No member of the Group Executive Board holds any ocial function
or political oce.
MANAGEMENT CONTRACTS
Kuoni Travel Holding Ltd. and its Group subsidiaries have not
concluded any management contracts with any third parties.
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02_04_04_02
02_04_04_03
Details of the compensation, shares and loans of members of the
Board of Directors and the Group Executive Board are provided in
the Compensation Report (note 02_04_10).
COMPENSATION, SHARES AND LOANS 02_04_05
266
RESTRICTION AND REPRESENTATION OF VOTING RIGHTS
Each share entitles its holder to one vote at the Annual General Meeting.
When exercising the right to vote, no shareholder shall be able to
vote, directly or indirectly, with more than 3% of the registered share
capital entered in the Commercial Register; this 3% includes their
own shares and shares represented by proxy. This limitation on voting
rights does not apply to corporate proxies (Article 689c of the Swiss
Code of Obligations), independent proxies (Article 689c of the Swiss
Code of Obligations), depositaries (Article 689d of the Swiss Code
of Obligations) or shareholders registered in the share register as share-
holders with voting rights for more than 3% of the registered share
capital entered in the Commercial Register.
Legal entities or partnerships that are interrelated through capital
ownership, voting rights or uniform ma nage ment or that are
otherwise linked with one another, as well as individual persons or
legal entities or partnerships acting in concert for the purpose of
circumventing the limitation on registration in the share register are
regarded as one single shareholder for the purposes of the preceding
paragraph.
The Board of Directors of Kuoni Travel Holding Ltd. issues procedural
rules regarding participation in and representation at the General
Meeting of Shareholders. A shareholder may only be represented at
the General Meeting of Shareholders by their legal representative,
another shareholder with the right to vote, the corporate proxy, the
independent proxy or a depositary. All the shares held by a share-
holder may be represented by one person only.
The members of the Board of Directors of Kuoni Travel Holding Ltd.
who are present at the Annual General Meeting of Shareholders
decide whether powers of atorney are to be recognised.
The vested rights of the shareholders entered in the share register on
25 February 1995 (including those of their legal successors by virtue
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SHAREHOLDERS PARTICIPATION RIGHTS 02_04_06
of the devolution or partition of an estate, a matrimonial property
regime or merger with or incorporation into a directly-controlled,
wholly-owned holding company) remain intact. Neither do the
limitations outlined above apply to shares which have been or will
be acquired by the shareholders entered in the share register on
25 February 1995 or their legal successors as dened above through
the exercise of subscription, warrant, option or conversion rights
arising from the shares entered in the share register on 25 February 1995
and any shares derived therefrom.
STATUTORY QUORUMS
As a general principle, the General Meeting of Shareholders votes and
passes resolutions by an absolute majority of the votes in favour and
votes against cast (excluding abstentions). The following resolutions
of the General Meeting of Shareholders require at least two-thirds
of the votes represented and an absolute majority of the nominal value
of the shares represented to be passed:
* amendments to the Articles of Incorporation, including any
changes to the companys purpose;
* the creation of shares with privileged voting rights;
* limiting or relaxing the transferability of registered shares;
* an authorised or conditional capital increase;
* a capital increase through the conversion of capital surplus,
in return for a non-cash contribution or for the purposes
of acquiring property and granting special rights;
* limiting or revoking pre-emptive rights;
* changes to the location of the companys registered oce;
* the dissolution of the company through liquidation or by merger.
CONVENING THE GENERAL MEETING OF SHAREHOLDERS
The Ordinary General Meeting of Shareholders is convened in
accordance with the relevant legal requirements. It is generally
convened in April, and must be held within six months of the end of
the nancial year to which it relates. An Extraordinary General
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meeting
Meeting of Shareholders can be convened if the Board of Directors or
the external auditors deem this appropriate. The convention of an
Extraordinary General Meeting of Shareholders may also be demanded
by shareholders representing at least 10% of share capital, provided
this is done jointly and in writing stating the items to be discussed and
the corresponding proposals or, in the event of elections, the names
of the candidates proposed.
Every registered shareholder receives a personal invitation to atend,
a detailed meeting agenda and notes on the various agenda items
at least 20 days in advance of the meeting concerned. The agenda will
also be published in various Swiss newspapers and on the website.
AGENDA
Shareholders representing shares with a nominal value of
CHF 20 000 or more can demand that an item be included on the
agenda of a General Meeting of Shareholders up to 45 days before
the meeting concerned. This request must be submited in writing,
and must also specify the motions to be put to the meeting. The
submission deadline is published on the website.
ENTRY IN THE SHARE REGISTER
All shareholders entered in the share register as shareholders with
voting rights up to three working days before a General Meeting
of Shareholders may vote at the meeting concerned. Shareholders
who sell their shares before the General Meeting of Shareholders
takes place are no longer entitled to vote. Shareholders who buy
additional shares or sell part of their shareholding afer their meeting
admission card has been issued must exchange the card sent to
them at the information desk on arriving at the meeting concerned.
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DUTY TO MAKE AN OFFER
There are no opting-up or opting-out clauses in the Articles of
Incor poration of Kuoni Travel Holding Ltd. In view of this, any person
owning more than one-third of the voting rights of Kuoni Travel
Holding Ltd. must make an oer for all the companys listed shares.
CHANGE-OF-CONTROL CLAUSES
The following change-of-control clauses apply:
BOARD OF DIRECTORS
There are no change-of-control clauses in any agreements or plans to
the benet of members of the Board of Directors.
MEMBERS OF THE GROUP EXECUTIVE BOARD
AND GROUPWIDE SENIOR MANAGEMENT
In the event of a change of control, the current three-year vesting period
under the Long-Term Incentive shall end immediately and the corre-
s ponding shares shall be assigned. Apart from this, there are no change-of-
control clauses in any agreements or plans to the benet of members
of the Group Executive Board or groupwide Senior Management.
BONDHOLDERS
In the event of a change of control, bondholders are entitled to
demand the premature repayment of their bond amount.
SYNDICATED CREDIT FACILITY LENDERS
In the event of a change of control, the banks participating in
the syndicated credit facility are entitled to demand the premature
repayment of any current loan amounts thereunder and/or to
terminate the facility.
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CHANGES OF CONTROL AND DEFENCE MEASURES 02_04_07
270
DURATION OF MANDATE AND TERM OF OFFICE
OF THE AUDITOR-IN-CHARGE
The auditing mandates issued to KPMG Ltd., Zurich have a duration
of one year each. KPMG Ltd., Zurich, has been the auditor of
Kuoni Travel Holding Ltd. since 1970. The auditor-in-charge, Martin
Schaad, has been in oce since April 2009. The auditor-in-charge
is changed at least every seven years.
AUDIT FEE
KPMG charged the Kuoni Group fees amounting to CHF 2.9 million
during the 2012 nancial year for services in connection with the
auditing of the annual accounts of Kuoni Travel Holding Ltd. and its
Group subsidiaries, as well as the consolidated nancial statements
of the Kuoni Group. An additional CHF 0.4 million was charged by
other audit companies.
ADDITIONAL FEES
KPMG also charged the Kuoni Group fees totalling CHF 3.0 million
for additional services, i.e. accountancy and tax compliance and
project costs associated with the consideration of an M&A transaction
which never materialised. Other fees amounting to CHF 0.1 million
were charged by other audit companies for any 0ther services.
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AUDITORS 02_04_08
AUDITORS 02_04_08
SUPERVISORY AND CONTROLLING INSTRUMENTS WITH
REGARD TO THE EXTERNAL AUDITORS
Each year, the Audit Commitee of the Board of Directors evaluates
the performance, remuneration and independence of the statutory
auditor and proposes an external auditor to the Board of Directors
who will be put forward for election at the General Meeting of Share-
holders. The Audit Commitee also annually examines the scope
of external auditing, the auditing plans and the relevant processes, and
discusses the audit results with the external auditors. Representatives
of the external auditors also regularly atend Audit Commitee meetings,
and atended all such meetings in 2012.
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INFORMATION POLICY 02_04_09
Kuoni Travel Holding Ltd. maintains an open and transparent
communication policy towards its shareholders, current and poten-
tial investors, nancial analysts, customers, business partners and
other stakeholder groups. Kuoni Travel Holding Ltd. provides prompt
and comprehensive information on the Groups business activities,
while paying due and full regard to all the applicable provisions and
directives of the SIX Swiss Exchange. In its endeavours to present
details of its business development to its stakeholders, Kuoni Travel
Holding Ltd. also makes forward-looking statements. These state-
ments are assessments by the management about the present and
future situation and performance of the company as they appear
at the time the statement is made.
The latest key dates are always available on the website.
Kuoni Travel Holding Ltd. publishes a comprehensive Annual Report
each year informing its shareholders about business developments
and the companys annual results. The Annual Report can be ordered
by any shareholder via the invitation to the Ordinary General
Meeting of Shareholders. Of particular importance are the Corporate
Governance report integrated into the Annual Report and the
Financial Report on the past business year. All Kuonis consolidated
nancial statements are compiled in compliance with Inter national
Financial Reporting Standards (IFRS).
Key Dates for 2013
Financial year close: 31 December 2012
2012 annual results published: 21 March
Annual Report published: 21 March
General Meeting of Shareholders: 17 April
Dividend paid to banks: 24 April (ex-day: 19 April)
First half-year close: 30 June
Half-year results announced: 22 August
Nine-month business update announced: 07 November
www.kuoni.com/nancial-calendar
The reports on rst-half results and the nine-month business update
are published and dis tri buted in the same way as the companys
media releases. These reports contain unaudited nancial results
which are compiled in compliance with IFRS guidelines.
Kuoni Travel Holding Ltd. occasionally publishes information on
current developments within its various business units or on other
Group activi ties. In compliance with the relevant listing regulations
of the SIX Swiss Exchange, these communications are always issued
simultaneously to a broad circle of recipients.
An archive containing the companys Annual Reports, half-year
reports, nine-month business updates and further information and
presentations is available on the website. Kuoni Travel Holding Ltd.
also maintains an archive of all its published ad-hoc disclosures
and other communications on the website. All this information is
publicly available. Interested parties may also register on the website
to receive ad-hoc disclosures and other published communi cations
by e-mail.
The information contained in these reports and communications is
considered correct at the time of its publication. Kuoni Travel
Holding Ltd. does not update media releases issued in the past in
the light of subsequent market or business developments.
As part of its investor relations programme, Kuoni Travel Holding Ltd.
organises:
* the presentation of its annual results;
* conference calls around the publication of its half-year results,
the nine-month business update or other information;
* meetings with investors and analysts, either individually or
in groups at roadshows in key nancial centres;
* analysts and investors events on specic topics or issues;
* presentations at brokers/banks' events.
www.kuoni.com/archive
www.kuoni.com/group-news
274
These activities are conducted with a focus on recently announced
developments or nancial results, and in full compliance
with SIX Exchange Regulations Directive on Ad-hoc Publicity.
The presentations for nancial analysts and investors are regularly
archived on the Kuoni Group website. These presentations are
not constantly updated, but document long-term developments
within the company.
Details of the relevant contacts and the Kuoni Investor Relations
mailbox are available on the website.
Interested parties may also add their name to the Investor Relations
e-mail list on the website.
Subject Link
Share capital and capital structure www.kuoni.com/share-capital-structure
Information on Kuonis shares www.kuoni.com/share
Board of Directors www.kuoni.com/board-of-directors
Group Executive Board www.kuoni.com/executive-board
Organisational Regulations www.kuoni.com/corporate-governance
Corporate Governance (including
Compensation Report) www.kuoni.com/corporate-governance
Key dates www.kuoni.com/nancial-calendar

www.kuoni.com/investor-presentations

www.kuoni.com/contact-IR
www.kuoni.com/group-news
COMPENSATION
REPORT
02_04_10
C
o
m
p
e
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s
a
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i
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R
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p
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276
Information about the Compensation
Report is also available on kuoni.com
277
COMPENSATION REPORT 02_04_10
COMPENSATION REPORT
In view of the fact that Kuoni Travel Holding Ltd. is listed on the
SIX Swiss Exchange, and in line with the desire of its Board of
Directors and Group Executive Board to maintain a transparent com-
pensation policy, the present Compensation Report contains all
the information required under the Swiss Code of Obligations (Article
663b bis and Article 663c, Paragraph 3) and Section 5.1 of the Direc-
tive on Information Relating to Corporate Governance issued by SIX
Exchange Regulation. In its corporate governance provisions and
its reporting thereon, the Kuoni Group also observes the Swiss Code
of Best Practice for Corporate Governance issued by economiesuisse,
the umbrella association for Swiss business and industry. The
Kuoni Groups nancial statements are compiled in accordance with
International Financial Reporting Standards (IFRS). The directives
issued by each of these bodies and authorities show slight variations
in their presentation and inter pretation provisions.
The Compensation Report below complies with the provisions
of Section 5.1 of the Directive on Information Relating to Corporate
Governance issued by the SIX Swiss Exchange, and also pays due
regard to Annex 1 of the Swiss Code of Best Practice for Corporate
Governance issued by economiesuisse. The Report presents the
compensation system used by the Kuoni Group. The compensation
paid in accordance with the afore mentioned provisions of the Swiss
Code of Obligations is shown and commented on in 02_04_10_06
(as of page 289).
The present Compensation Report is intended to inform the public
about the compensation paid by the Kuoni Group. This Compen-
sation Report will be presented to the 2013 Ordinary General Meeting
of Shareholders both for approval as an integral part of the 2012
Annual Report and for its separate consultative voting approval.
02_04_10_01
278
02_04_10 COMPENSATION REPORT
Since the members of the Board of Directors of Kuoni Travel Holding
Ltd. are independent and are not members of the Group Executive
Board, the details of the compensation of the Board of Directors and
of the Group Executive Board are presented in two separate sections.
The Kuoni Group strives constantly to be a rst-choice employer
which is able to recruit, retain and motivate the best and most
professional employees around the world who are of the calibre that
is essential to Kuonis continued success.
THE ROLE OF THE NOMINATION AND COMPENSATION
COMMITTEE (NCC)
The Kuoni Groups NCC is appointed by the Board of Directors
and consists solely of independent non-executive members.
The present members of the NCC are Heinz Karrer (chairman),
Annete Schmmel and Raymond Webster. Board Chairman
Henning Boysen also atended all the NCCs meetings in 2012.
The main duty of the NCC is to monitor the organisation, qualication,
performance and remuneration of executive management and
the Board of Directors and to review the terms and conditions of any
employee share purchase plan. Other tasks performed by the
NCC include assessing the performance of the CEO and the further
individual members of the Group Executive Board, arranging
succession plans for the members of the Board of Directors and the
Group Executive Board, submiting proposals for and recruiting
new members of the Board of Directors and furthering the develop-
ment of management as a whole.
02_04_10_02
279
The NCC submits to the Board of Directors generally once a year
in December its proposal for the structure and the amounts of
compensation to be paid to the members of the Board of Directors
and the salaries of the members of the Group Executive Board
(including the relevant bonus programmes), for the Board of Directors
to conrm or modify in accordance with the NCCs recommen-
dations. It may also enlist the services of external consultants when
doing so. Compensation in this sense includes salaries and all
further benets received, including (but not limited to) all shares and
similar securities, pension fund payments, discretionary and
other bonuses, insurances, company vehicles, leaving setlements and
further termination agreement benets.
The NCC ensures that all executive personnel are compensated fairly,
appropriately, competitively, in line with their performance and
in accordance with the strategic goals of the Kuoni Group. To do so,
the NCC devises proposals which are submited to the Board of
Directors for decision, monitors the implementation of employee-
related corporate guidelines and upholds the norms of good business
management practice in the long-term interests of the companys
shareholders.
The Board of Directors took decisions on a number of major issues in
2012 following corresponding proposals from the NCC. These included:
* Rolling out of a new compensation system for a long-term
compensation as part of the already established total compensa-
tion approach in 2013 in order to further improve the alignment
of the long-term compensation with the business strategy.
PricewaterhouseCoopers, Zurich was tasked with the mandate of
accompanying this new design in its capacity as a consultant.
The complex benet factors of the current system will be re -
placed with new benet factors that are easier to understand and
easier to verify by Senior Management. The aim is to further
improve simplicity, measurability, clarity and compliance with
shareholder interests.
280
The changes should compensate a conduct of the Group Execu-
tive Board and the Senior Management that takes into account
the following four main targets:
1. Performance
2. Cash ow
3. Growth
4. Protability
In short, the aim is increasingly to achieve protable growth
without increasing the net working capital.
In detail, the Performance Share Plan (PSP) already applied is
now supplemented by a Restricted Share Plan (RSP) for the
Group Executive Board and Senior Vice Presidents. The PSP now
has a weighting of 60% of the long-term target compensation
and the RSP a weighting of 40%.
The PSP, which assigns the persons entitled thereto Kuoni shares
at the beginning of April, is guided by the value-adding perfor-
mance over a three-year reference period (three business years).
The number of shares assigned at the beginning of the reference
period will be multiplied by a performance factor within a range,
based on actual performance achieved, between a oor of 0
and a cap of 2.5, instead of the previous cap of 3.0. The basis of
this nancial performance assessment is the free cash ow
(at a rate of 2/3) and the turnover of the Kuoni Group (1/3).
The RSP, which assigns the persons entitled thereto Kuoni shares
at the beginning of April for a three-year period, is predominantly
designed to promote loyalty to the company. 1/3 of the shares
are transferred to the person entitled thereto afer one year for the
rst time, with further transfers of 1/3 each on completion of
further one-year periods, as long as a valid employment relation-
ship exists.
281
To determine the targets for the PSP annually, a Target Commitee
was established, which consists of the Chairman of the Board
of Directors, the Chairman of the NCC and the Chairman of the
Audit Commitee. The CEO and CFO of the Kuoni Group are
also involved in consultation capacity.
The programmes currently in place for long-term compensation
will be completed as planned.
* When determining the payment of the short-term incentives
for the 2012 business year, in addition to the appraisal of the
performance targets set, a bonus for the transformation process
over the past two years in the form of a one-o payment was
also included.
* The structure and amount of compensation for the Board of Direc-
tors and Group Executive Board will remain unchanged in 2013.
* Due to a serious illness of a close family member, Group
Executive Board Member Leif Vase Larsen requested a six-month
sabbatical until 31 March 2013, which was granted.
When determining the compensation levels (including basic salary,
incentives and fringe benets) to be set and the service agreements to
be concluded, the NCC pays particular regard to:
i) external comparisons of comparable roles with international
corporations of similar size from all business and industry sectors;
ii) internal comparisons with the salaries and further benets
awarded to management personnel elsewhere throughout the
Kuoni Group. Here the Kuoni Group uses Mercers International
Position Evaluation (IPE) system, which grades each function
via a position evaluation based on a series of criteria: impact (size
of organisation, inuencing scope, nancial contribution), com-
munication (need for the position to communicate, organisational
282
framework), innovation (requirement to identify, improve or further
develop processes, services or products) and knowledge (knowledge
required to achieve the positions goals and make a value contribution,
team size and team expertise required, and geographical context in
which knowledge must be used);
iii) the future development of the Kuoni Group in performance and
protability terms (based on the corresponding Kuoni Group
three-year planning, in which external market developments are also
projected).
The members of the Group Executive Board have no right of partici-
pation or consultation in the determining of their compensation
(including any payments due under the relevant bonus programmes).
The CEO is, however, present when the compensations proposed
for Group Executive Board members are explained (except for his
own compensation amounts).
The decision on the structure and amount of compensation for the
members of the Board of Directors is taken by the Board of Directors
and laid down in a set of regulations. In any vote on the compen-
sation to be paid to a particular member of the Board of Directors,
however, the Board member concerned must observe the relevant
general withdrawal/abstention procedures.
The NCC establishes and maintains a philosophy of payment for
services and performance rendered that is in line with overall
company strategy, and submits this to the Board of Directors for
approval.
283
COMPENSATION FOR THE BOARD OF DIRECTORS
The system applied for the compensation of the Board of Directors is
based on the total compensation approach and comprises:
* a basic salary
* long-term incentives (shares) and
* fringe benets.
The members of the Board of Directors receive the xed compensation
proposed by the NCC (generally in December) and approved by the
full Board whose amount per Board role is specied in the Com-
pensation Elements of the Board of Directors of Kuoni Travel Holding
regulations of 18 April 2007. These regulations were devised at
Kuonis own discretion on the basis of the Ethos Survey entitled
Executive Remuneration in the 100 Largest Companies listed
in Switzerland of November 2006 and a report on compensation
practices for chairmen of the board of directors produced by the
CC&T company in 2002. In 2012 PricewaterhouseCoopers, Zurich was
commissioned with conducting an analysis of the structure and
amount of the compensation for the Board of Directors. The xed
compen sation awarded to members of the Board of Directors has
been conrmed (instead of adjusted) annually since 2007.
50% of the total compensation paid to members of the Board of
Directors is paid in cash form; the remaining 50% is paid in shares.
The issue price of the shares concerned is redened each year
and amounts to the average of all closing prices for the last ten trading
days of the month before the Ordinary General Meeting of Share-
holders. The shares are awarded on the trading day following the day
of dividend distribution afer the Ordinary General Meeting of
Shareholders, and are subject to a blocking period of three years.
The members of the Board of Directors are entitled to travel con-
cessions which predominantly match those granted to Kuoni Group
employees.
02_04_10_03
284
COMPENSATION FOR THE GROUP EXECUTIVE BOARD
The compensation guidelines of the Kuoni Group are an integral
part of Kuonis personnel policy, and are intended to motivate and
retain existing employees, to recruit talented new personnel and
to help and encourage all employees to deliver a performance that is
of a continuously high level. The Kuoni Groups compensation
system is based on the total compensation principle and comprises:
* a basic salary
* short-term incentives (personal performance in relation to
quality/quantity goals, and nancial results in relation to budget)
* long-term incentives (value-adding performance and further
corporate development in relation to the objectives set) and
* fringe benets.
The short-term and long-term incentives oered are closely linked
to the companys nancial development and success. This establishes
and maintains a commonality of interests between the companys
shareholders and its employees.
The Kuoni Group maintains various forms of pension and other
retirement benet schemes for employees entitled thereto. These
schemes cover a large majority of the Kuoni Groups personnel.
For further details, please refer to pages 177 to 180 in the Financial
Report.
It is the duty of the Group Executive Board and of Human Resources
Management to ensure that Kuoni atracts, retains and further
develops the best executive talent in the respective business area
within the Kuoni Group.
A Management Performance Plan (MPP) compensation system has
been in place since 2008 for Group Executive Board members
and senior management (Senior Vice Presidents and Vice Presidents)
groupwide. Under the MPP, the members of the Group Executive
02_04_10_04
285
Board can receive compensation for the 2012 business year which is
divided into a xed (roughly 40%) and a variable (roughly 60%)
performance-based component. Around one-third of this variable
component takes the form of a short-term incentive, while
the remaining two-thirds take the form of a long-term incentive.
The short-term incentive is based in equal amounts on the achievement
of annual nancial targets (the 2012 Kuoni Group EBIT compared
to budgeted projections, with a possible target achievement of between
0% and 200%) and personal targets (with a possible target achieve-
ment of between 0% and 120%), with payment in April 2013 in cash
form. The personal targets here should always serve to help ensure
the overall further development of the Group or the business units
concerned. The personal targets for Group Executive Board members
are proposed by the CEO, discus sed on the NCC and approved by
the Board of Directors. The personal targets for the CEO are proposed
by the Chairman of the Board of Directors. These personal targets
generally fall into four categories strategy, trans formation, people
and stakeholders with their relative weightings varying according
to the function held.
The long-term incentive, which uses a PSP to assign the persons
entitled thereto a certain number of Kuoni shares at the beginning of
each plan period (business year), is based by contrast on the value-
adding performance achieved over a three-year period extending
from 2012 to 2014. The number of shares assigned at the beginning of
the reference period will be multiplied by a performance factor
whose value will depend on the subsequent performance achieved in
the period concerned.
A long-term incentive will only be paid if no negative cumulative
EBIT is incurred in the reference period concerned. The performance
factor will range, based on actual performance achieved, between
a oor of 0.25 and a cap of 3. The basis of this nancial performance
assessment is the value-based management performance indicator
known as the Kuoni Economic Prot or KEP.
286
For clarication purposes the challenge of achieving a Factor 1
result under the above provisions is shown below.
The KEP target is based primarily on two considerations. First, the KEP
target reects a risk-adjusted expected return (8.5% WACC) that is
based on market value. Secondly, as a prot value, the KEP incorporates
not only operating costs but also the costs of capital employed. As
such, it represents a far more challenging target than the usual prot
criteria.
The maximum factor of 3 will only be applied if investor expectations
(8.5% WACC) have been clearly exceeded in return terms.
Kuonis long-term incentive (LTI) is designed to be self-nancing,
i.e. any additional costs incurred through the LTI are already included
in the KEP result. Kuoni strives to enable its management to partici-
pate in the companys value-adding achievements in accordance with
the pay for performance principle. The LTI plan provides such
participation in the event of both over- and underperformance. In
accordance with this, a factor of zero will be applied if the EBIT
result falls below a specied level. Based on the entitlement of
international plan participants and the past history of Kuonis long-
term incentive systems, the current long-term incentive plan has a
maximum factor of 3, to ensure that signicant overperformance over
a longer period can continue to be rewarded appropriately.
The calibration of the KEP target for the long-term incentive is
essentially based on an investors perspective which considers not
only Kuoni but also comparable companies with similar business
portfolios. This process also pays due regard to the growth expectations,
risk proles, investment levels and protability levels that are
typical of the industry. All such considerations ow directly into the
Kuoni KEP target-seting process.
The KEP target-seting process assumes that investors expect a
risk-adjusted return on their investment which is based on market
287
value, and translates such expected returns over a three-year period
into operational KEP targets. The KEP target for the Kuoni Group for
the 20122014 period was devised with the assistance of independent
external consultants Hostetler Kramarsch & Partner, Zurich, based
on shareholders expectations (external perspective, 8.5% WACC).
The shares concerned will be awarded in April 2015, based on actual
performance in the corresponding reference period. Once awarded,
the shares will not be subject to any further vesting period.
The LTI plan is intended to provide the companys top management
with a further incentive to contribute to the success and business
health of the Kuoni Group, and thereby enhance the Groups market
value, to the benet of its shareholders. The plan should also enable
the companys top management to participate in the Kuoni Groups
long-term success.
In the event of a change of control of the company, the present
compen sation system excludes on principle the conclusion of any
generous golden parachute agreements. Apart from any possible
legal obligations, the system also excludes any kind of severance
payments in the event of termination of employment.
Contractual obligations dating from 2005 exist in respect of one mem-
ber of the Group Executive Board. Under these obligations, should the
employment be terminated by the employer, the Group Executive Board
member concerned will receive six monthly salaries plus one monthly
salary for every year of their age afer age 47 until age 56.
No share options have been issued since 2005.
The Kuoni Groups compensation programmes have been designed
to ensure that they are comparable and competitive with those of
a benchmark group of other world-class corporations of similar rank
and renown which are also constantly on the lookout for manage-
ment talent worldwide.
288
The total compensation (including basic salary, incentives and fringe
benets) paid to members of the Group Executive Board is deter-
mined with due regard to a market comparison conducted by Mercer
Zurich management consultants. This comparison considers com-
parable roles of international corporations of comparable size from
all industry sectors. Mercer Zurich was not commissioned with
any further services by Kuoni Travel Ltd. in 2012.
VALUE-BASED MANAGEMENT
The value-based management approach at the Kuoni Group is founded
on the economic prot concept. This aims to keep top manage-
ment aligned as closely as possible to creating long-term added value
on behalf of the Groups owners. The central management perfor-
mance indicator here is known as Kuoni Economic Prot or KEP.
KEP is calculated from net operating prot afer tax (NOPAT) less the
average cost of capital invested in operations. The Group-level
weighted average cost of capital (WACC) has been set at a sustainable
rate of 8.5%, which was calculated by IFBC AG, Zurich. IFBC AG,
Zurich had no further mandate at Kuoni Travel Holding Ltd. in the
year under review.
Specic WACC rates that accommodate economic and currency
considerations have also been set for the Groups individual divisions
and markets. NOPAT divided by the average capital invested in
operations gives return on invested capital (ROIC), which is compared
with the WACC for the Kuoni Group and/or its constituent units
to determine value-adding performance.
Kuoni has integrated this value-based management approach found-
ed on the KEP performance indicator into its entire management
process, to ensure that it has a sustainable value-adding eect. To this
end, planning and budgeting, performance measurement, internal
and external communications and the long-term incentive (LTI)
compensation for senior management sta have all been consistently
adapted to the sustainable value-adding philosophy.
02_04_10_05
289
A KEP target which reects investors expectations of a return on their
invested capital that is appropriate to their investment risk is
set as part of the annual strategic planning process. Based on Kuonis
enterprise value, a KEP target is set for the Group as a whole whose
achievement will provide the companys shareholders with a return
on their investment that is at least as high as Kuonis capital costs
(8.5% WACC).
The KEP and ROIC for the Kuoni Group are calculated every quarter
and compared with the corresponding budgeted and prior-year
gures as an integral part of the reporting process. The development
of KEP over time (known as delta KEP) and changes in the dier-
ence between ROIC and WACC reveal the value added by the Group as
a whole and its divisions. Linking these results to the operational
value drivers of turnover growth, cost eciency and capital eciency
also reveals how such value was achieved.
The presentation of KEP and ROIC trends for the Kuoni Group is a key
part of Kuonis external communications with nancial analysts
and investors. This clearly and bindingly illustrates the Kuoni Groups
focus on sustainable value creation to the outside world.
The provision of a long-term incentive plan based on the absolute
achievement of KEP targets provides senior management with
an atractive incentive that is rmly aligned to ensuring sustainable
value creation within the Kuoni Group.
COMPENSATION
COMPENSATION TO MEMBERS OF THE BOARD OF DIRECTORS
For their service in 2012, the members of the Board of Directors
received the compensation shown in the table below.
The aggregate compensation paid to the members of the Board of
Directors in 2012 amounted to CHF 1.8 million (2011: CHF 1.6 million).
02_04_10_06
290
No compensation was paid in 2012 to any members of the Board of
Directors who had lef in the prior period or earlier. Kuoni Travel
Holding Ltd. and its Group companies had not granted any collateral,
loans, advances or credits to members of the Board of Directors or
to persons associated with them as at 31 December 2012. No options
were allo cated in the year under review.

Basic cash
compensation
(xed)
Share-based
compensation
(xed)
1
Social security
contributions Total
CHF 1 000
Number of
shares CHF 1 000 CHF 1 000 CHF 1 000
2012
Heinz Karrer 128 347 97 15 240
Jae Hyun (Jay) Lee 84 227 63 10 157
Adrianus (Adriaan) Nhn 84 227 63 10 157
David Schnell 157 378 105 0 262
Total 977 2 615 727 92 1 796
2011
Wolfgang Beeser 98 214 76 9 183
Heinz Karrer 112 237 84 13 209
David Schnell 157 297 105 0 262
Total 895 1 875 664 82 1 641
1 The shares were valued at a market value of CHF 278
(2011: CHF 354). The market value calculated includes a
16% discount in view of the shares restricted availability
at the time of their assignment.
291
COMPENSATION TO THE GROUP EXECUTIVE BOARD
The NCCs general authorities for determining the compensation
to be paid to the members of the Group Executive Board are specied
on page 284. The aggregate compensation to the members of the
Group Executive Board in 2012 amounted to CHF 9.7 million (2011:
CHF 7.8 million). The highest individual total compensation in
2012 amounted to CHF 2.7 million (2011: CHF 2.1 million).
The compensation shown includes basic salaries for 2012 and the
variable compensation payable for the 2012 business year. Share-based
compen sation includes the registered shares B assigned for 2012,
which will be modied and awarded based on actual performance in a
subsequent three-year reference period. The registered shares B
awarded in 2012 from the share-based compensation for 2010 are
presented in footnote 3.
Apart from this, no compensation was paid to any Group Executive
Board member who had lef in the prior period or earlier. Neither
Kuoni Travel Holding Ltd. nor its Group companies had granted any
collateral, loans, advances or credits to any member of the Group
Executive Board or to any persons associated with them as at 31
December 2012. No options were allocated in the year under review.
292

2012
CHF 1 000
Group Executive
Board
1
Of which:
Peter Rothwell
* in cash
2
2 134 670
* in shares
3
2 710 789
4
655 111
Total 9 726 2 667
2011
CHF 1 000
Group Executive
Board
5
Of which:
Peter Rothwell
* in cash
6
659 232
* in shares
7
2 617 714
4
662 110
Total 7 849 2 076
1 Five members.
paid STI variable compensation in cash form of
CHF 0.7 million in 2012 for the prior-year period.
The cash-form variable compensation paid to
CEO Peter Rothwell amounted to CHF 0.2 million.
assigned 11 822 registered shares B in the 2012
business year. These shares were valued at a market
price of CHF 229. The market value calculated includes
a 16% discount in view of the shares restricted
availability at the time of their assignment. The share-
based compen sation for 2012 will be awarded at
the end of the three-year reference period in spring
2015. A total of 6 264 registered shares B (worth
CHF 2.1 million) were awarded to members of the present
Group Executive Board in 2012 from the share-based
compensation assigned in 2009. (Since CEO Peter Meier
was not appointed to the Group Executive Board until
2010, he was not awarded any such shares in 2012.)
For share-based compensation in 2009 2 221 registered
shares B (CHF 0.7 million) were paid to Peter Rothwell
in 2012.
4 One member of the Group Executive Board is
entitled to take early retirement in accordance with
the regulations of the Patronale Frsorgestiftung.
The non-contribution-based costs of the corres ponding
benets are included in the pension fund contributions
shown. The corresponding regulations have not
been extended to any new Group Executive Board
member since 2005.
5 Five members.
6 The members of the Group Executive Board
were paid STI variable compensation in cash form
of CHF 1.1 million in 2011 for the previous year.
The cash-form variable compensation paid to CEO Peter
Rothwell amounted to CHF 0.4 million.
discount in view of the shares restricted availability
at the time of their assignment. The share-based
compensation for 2011 will be awarded at the end of the
three-year reference period in spring 2014. No shares
were awarded in 2011.
293
SHARE OWNERSHIP
BOARD OF DIRECTORS AND GROUP EXECUTIVE BOARD
02_04_10_07
Registered share B as at 31 December Other equity instruments
Number of shares Voting rights Number of shares Voting rights
2012
Board of Directors
Jae Hyun (Jay) Lee 227 0.00% 0
Adrianus (Adriaan) Nhn 227 0.00% 0
Annette Schmmel 953 0.02% 0
Raymond D. Webster 1 573 0.03% 0
Wolfgang Beeser
1
1 052 0.02% 0
Group Executive Board
Peter Rothwell 1 716 0.03% 0
Leif Vase Larsen 1 207 0.02% 0
Total 25 437 0.51% 0 0%
2011
Wolfgang Beeser 1 052 0.02% 0
Annette Schmmel 1 326 0.03% 0
Raymond D. Webster 1 346 0.03%
Group Executive Board 0
Leif Vase Larsen 808 0.02% 0
Total 18 873 0.38% 0 0%
1 Member of the Board of Directors who left the company during 2012.
294
BOARD OF DIRECTORS (NON-EXECTUVE MEMBERS ONLY)
GROUP EXECTUVE BOARD (CURRENT)
blocking period 2012 0 149
295 02_FINANCIAL REPORT AGENDA
AGENDA 02_05
The Financial Report and the information on Corporate
Governance constitute an integral part of the Kuoni Group
Annual Report.
This Annual Report is also available in German.
The German original shall prevail.
Der Geschfsbericht ist auch in deutscher Sprache erhltlich.
Massgebend ist der deutsche Originaltext.
AGENDA 2013
The Kuoni Group will be providing information on its further
business performance on the following dates:
Half-year-results 22 August 2013
Nine-month Business Update 07 November 2013
The Annual General Meeting will take place on 17 April 2013 at:
Renaissance Zurich Tower Hotel
Turbinenstrasse 20, 8005 Zurich
10:00 a.m. (door opening 09:30 a.m.)
INVESTOR RELATIONS
Laurence Bienz
Kuoni Travel Holding Ltd.
Neue Hard 7, CH8010 Zurich
tel +41 (0)44 277 45 29
fax +41 (0)44 277 40 31
laurence.bienz@kuoni.com
02_05_01

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