OYAK ERDEM‹R - ERDEMİR
OYAK ERDEM‹R - ERDEMİR
OYAK ERDEM‹R - ERDEMİR
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ANNUAL REPORT<br />
1 - 2<br />
3 - 4<br />
5 - 6<br />
7 - 8<br />
9 - 12<br />
13 - 14<br />
15 - 22<br />
23 - 30<br />
31 - 36<br />
37 - 42<br />
43 - 48<br />
49 - 56<br />
57 - 62<br />
63 - 109<br />
CHAIRMAN’S MESSAGE<br />
CHIEF EXECUTIVE OFFICER’S MESSAGE<br />
BOARD OF DIRECTORS-EXECUTIVE MANAGEMENT<br />
GROUP COMPANIES AND PRESIDENTS<br />
ERDEMIR GROUP<br />
STRATEGIC RESTRUCTURING<br />
WORLD STEEL INDUSTRY<br />
PRODUCTION<br />
SALES<br />
INVESTMENTS<br />
HUMAN RESOURCES<br />
SUSTAINABILITY<br />
CORPORATE GOVERNANCE<br />
FINANCIALS
1<br />
Dear Shareholders,<br />
Chairman’s Message<br />
Radical changes the iron and steel industry underwent over the last few years remained<br />
throughout 2007. This year a number of mergers among the leading players became official,<br />
and consolidation took place among the raw material suppliers. Steel prices increased steadily<br />
primarily due to higher raw material and freight costs.<br />
Erdemir Group adapted its business policies to these relentless conditions in its second year<br />
within <strong>OYAK</strong> family. The Group, with its strong and capable management team, effectively<br />
executed its recently formulated corporate strategies, and locked onto success by closely<br />
monitoring industry developments and taking timely actions. Erdemir Group has focused<br />
on profitability and operational productivity, and continued to create value for its shareholders.<br />
Our accomplishments have been acknowledged by the international credit rating agencies<br />
and Erdemir Group has been rated equal to the sovereign by both Moody’s and<br />
Standard & Poor’s. These ratings mark the solid financial structure and core values of our<br />
Group despite the challenging and dynamic competitive conditions and high investment<br />
costs in the steel industry.<br />
Erdemir Group ranked 8 th among the steel producers of EU-27 with 5,4 million tons of<br />
crude steel production. We believe our Group’s competitiveness would increase once the<br />
modernization and capacity expansion investments come to an end at the Ere¤li and<br />
‹skenderun plants. In 2007, most of investments at Ere¤li plant were completed, while<br />
‹skenderun plant’s investments have reached a 75% completion level. Our primary operational<br />
objectives for 2008 are to produce first hot rolled coil in Iskenderun, start up a new blast<br />
furnace that has been designed and built by Erdemir Group engineers at Ere¤li plant, and<br />
initiate Turkey’s largest iron ore investment to date.
Over the next few years, we expect the demand and supply to stay at a dynamic disequilibrium,<br />
as the new steelmaking capacities both in Turkey and around the world to come on stream.<br />
In parallel, it is our primary objective that the overall cost competitiveness of Erdemir Group<br />
shall be asserted, while dynamic sales and raw material procurement practices shall continue<br />
to be implemented. Our marketing activities shall be singularly based upon cherishing long<br />
term relations with our core customers while progressively expanding our customer portfolio.<br />
In order to achieve these objectives, <strong>OYAK</strong> has initiated a Strategic Restructuring Program<br />
immediately upon acquiring Erdemir Group in 2006. As part of this program, most of the<br />
shared services of group companies have been consolidated by now. With that, we aim to<br />
increase our business process effectiveness, better serve our customers and further improve<br />
our profitability. As we plan our future, we will not only strive to better foresee the horizon<br />
in order to continue on our path to become an even more powerful company, but we will<br />
also take action keeping in mind that “the institutions of the future” will be those that manage<br />
to shape and impact what the future holds.<br />
I hope to share the pride and happiness of our Group’s continued accomplishments in the<br />
coming years, which were crowned in 2007 with strong financial and operational performance.<br />
I thank to all our shareholders, employees, customers and suppliers being major contributors<br />
to our success.<br />
Sincerely Yours,<br />
Coflkun ULUSOY, Ph.D.<br />
Chairman of the Board<br />
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3<br />
Dear Shareholders,<br />
Chief Executive Officer’s<br />
Message<br />
We complete the year content with our solid results achieved in time of major changes in<br />
the global economic conditions as well as shifting market dynamics in the steel industry.<br />
Robust demand and supply conditions registered in the steel industry during 2006<br />
maintainted their course through 2007. World crude steel production reached 1.343 million<br />
tons, while China took the center stage for volume growth. In response to rising raw material,<br />
freight and energy costs, steel prices continued to increase throughout 2007. Mergers in<br />
our industry also continued without losing pace.<br />
Due to continued strong demand, 2007 was a healthy year for the Turkish steel industry,<br />
enabling steel manufacturers to adjust their prices and pass on increased manufacturing<br />
costs through the value chain. The CIS manufacturers were mostly focused on their domestic<br />
markets in order to meet strong local demand, creating a favorable environment for Turkish<br />
manufacturers in the international billet markets. Turkish crude steel production increased<br />
by over 10% during 2007 and reached 25,8 million tons. Our country remained as the<br />
world’s 11 th biggest steel manufacturer and became the second most rapidly growing<br />
country following China in terms of steel production capacity. With its 5,4 million ton output<br />
Erdemir Group ranked 57 th in world, 17 th in Europe, and 8 th in the European Union.<br />
In contrast to Erdemir Group’s integrated steel manufacturing capabilities utilizing blast<br />
furnaces, the majority of domestic steel is produced by Electric Arc Furnaces (EAF) in our<br />
country. As a result, Turkey has become the largest scrap metal importer in the world,<br />
thereby increasing our steel industry’s dependency on foreign raw materials, as well as<br />
having a negative impact in our country’s trade balance.<br />
Taking these macroeconomic and industry specific conditions into consideration, we<br />
continued our investments at full speed, fulfilling USD 947 million worth projects during<br />
2007. “Blast Furnace No.1 Renewal Project” installed at our Ere¤li plant has special importance<br />
among our ongoing investments. This project, which is wholly designed, planned and<br />
managed by Erdemir Group, and successfully executed at much lower cost compared to<br />
benchmarked third party contracts, clearly demonstrates our management’s conviction in<br />
Erdemir talent pool’s 43 years of accumulated experience and competencies. With the<br />
completion of this investment, Erdemir Group will become an entity that successfully<br />
operates the plants that itself builds and establishes.
TRY 679 million net profit recorded during 2007 reflects the fruits of our efforts, as we<br />
embrace the future with continued investments, and dynamically shift our operations,<br />
business processes and policies in line with our customer’s ever evolving needs.<br />
Our accomplishments were recognized and awarded by the stock market, and Erdemir<br />
Group market capitalization peaked on September 27, 2007, reaching USD 8,3 billion.<br />
We are aware that competitive advantage is made possible by not only actively managing<br />
for the bottomline by focusing on profitability and productivity, but also emphasizing on<br />
meeting customer and employee satisfaction, as well as striving for higher product and<br />
service quality. We are also aware that success can be sustained by channeling our resources<br />
toward achieving the common goals that are established upon a well defined business<br />
strategy, and by adapting to changes rapidly.<br />
I would like to emphasize that we will continue to exhibit stellar performance and create<br />
value for both our stakeholders and the prospects of our country. I extend my thanks to<br />
our shareholders, employees, customers and suppliers who have been accompanying us<br />
in this journey and have been significant contributors to our successes.<br />
Sincerely Yours,<br />
O¤uz ÖZGEN<br />
President and Chief Executive Officer<br />
Board Member<br />
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Ayd›n MÜDERR‹SO⁄LU, Ph.D.<br />
Deputy Chairman<br />
Managing Director<br />
27.02.2006 -<br />
Gülefflan DEM‹RBAfi<br />
Board Member<br />
01.01.2007 - 25.02.2008<br />
Celalettin ÇA⁄LAR<br />
Board Member<br />
27.02.2006 -<br />
Board of Directors<br />
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8 7 2 3 1 9 5<br />
Coflkun ULUSOY, Ph.D.<br />
Chairman<br />
Managing Director<br />
27.02.2006 -<br />
Ergün OKUR<br />
Board Member<br />
27.02.2006 -<br />
Caner ÖNER, Ph.D.<br />
Board Member<br />
27.02.2006 -<br />
Dinç KIZILDEM‹R<br />
Board Member<br />
27.02.2006 -<br />
Dilek SADIKO⁄LU was elected Auditor on 05.02.2007 in place of Ömer DUMAN, who served between<br />
14.03.2003 – 31.01.2007.<br />
Fatma CANLI was elected Auditor on 22.03.2007 in place of Nurhan ÖZDAMAR, who served between<br />
27.02.2006 – 27.03.2007.<br />
Arzu Hatice AT‹K was elected Board Member on 26.02.2008 in place of Gülefflan DEM‹RBAfi, who served between<br />
01.01.2007 – 25.02.2008.<br />
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Cem KARAKAfi, Ph.D.<br />
Board Member<br />
27.02.2006 -<br />
O¤uz ÖZGEN<br />
President and Chief Executive Officer<br />
Board Member<br />
17.07.2006 -<br />
10 Dilek SADIKO⁄LU<br />
Auditor<br />
05.02.2007 -<br />
Fatma CANLI<br />
Auditor<br />
22.03.2007 -<br />
11
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Executive Management<br />
5<br />
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Esat GÜNDAY<br />
Executive Vice President<br />
Operations<br />
13.07.2006 -<br />
Samim fiAYLAN<br />
Executive Vice President<br />
Human Resources and<br />
Administrative Affairs<br />
13.07.2006 -<br />
6<br />
O¤uz ÖZGEN<br />
President and Chief Executive Officer<br />
Board Member<br />
13.07.2006 -<br />
Cem KARAKAfi, Ph.D.<br />
Executive Vice President<br />
Chief Financial Officer<br />
28.08.2007-<br />
Günhan BEfiE<br />
Executive Vice President<br />
Sales and Marketing<br />
13.07.2006 -<br />
Ertu¤rul AYDIN served as Executive Vice President Chief Financial Officer, between 13.07.2006 - 27.08.2007<br />
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Ozan BEKÇ‹<br />
Executive Vice President<br />
Raw Materials and Procurement<br />
13.07.2006 -<br />
‹smail Hakk› GÜROL<br />
Executive Vice President<br />
Technical Services and Investments<br />
13.07.2006 -<br />
6
7<br />
‹smail AKÇAKMAK<br />
‹SDEM‹R<br />
President<br />
and Board Member<br />
05.05.2006 -<br />
‹brahim Hakk› BAYRAKTARO⁄LU**<br />
<strong>ERDEM‹R</strong> Çelik Servis Merkezi<br />
Act. President<br />
27.04.2007 -<br />
Presidents of<br />
Group Companies<br />
‹lhami ACAR<br />
ERENCO<br />
President<br />
and Board Member<br />
23.06.2006 -<br />
Dinç KIZILDEM‹R<br />
<strong>ERDEM‹R</strong> Lojistik<br />
Chairman and<br />
Act. President<br />
24.08.2006 -<br />
* Hülya ‹nci ATAHAN served as Act. President of CELBOR between 27.02.2006 - 24.04.2007.<br />
** Ali Caner ÖNER served as the President of Erdemir Çelik Servis Merkezi between 27.02.2006 - 27.04.2007.<br />
*** fierafettin ÖNER served as President of Erdemir Romania between 01.07.2004 - 30.04.2007.<br />
Sedat ORHAN<br />
<strong>ERDEM‹R</strong> Maden<br />
President<br />
12.10.2006 -<br />
Özkan DO⁄AN*<br />
ÇELBOR<br />
Act. President<br />
24.04.2007 -<br />
Fuat ALA ***<br />
<strong>ERDEM‹R</strong> Romania<br />
President<br />
10.05.2007 -
Group Companies<br />
‹skenderun Demir ve Çelik A.fi.<br />
Karay›lan Beldesi 31319 ‹skenderun<br />
Tel.: 0 326 758 40 40<br />
Faks: 0 326 755 11 84 - 758 53 51<br />
758 38 38<br />
info@isdemir.com.tr<br />
Erdemir Mühendislik Yönetim ve<br />
Dan›flmanl›k Hizmetleri A.fi.<br />
Merdivenköy Yolu Sok. No. 4<br />
Küçükbakkalköy Kad›köy 34750 ‹stanbul<br />
Tel.:0 216 578 80 00<br />
Faks: 0 216 469 48 30<br />
erenco@erenco.com.tr<br />
Erdemir Lojistik A.fi.<br />
Merdivenköy Yolu Sok. No. 4 K. 6<br />
Küçükbakkalköy Kad›köy 34750 ‹stanbul<br />
Tel.: 0 216 578 81 81<br />
Faks: 0 216 469 48 22<br />
info@erdemirlojistik.com.tr<br />
Erdemir Çelik Servis Merkezi A.fi.<br />
Organize San. Böl. 700. Sok.<br />
No. 724 Gebze Kocaeli<br />
Tel: 0 262 679 27 27<br />
Faks: 0 262 679 27 67<br />
info@erdemir-csm.com.tr<br />
Erdemir Madencilik San. ve Tic. A.fi.<br />
Cürek Yolu 5. km Divri¤i Sivas<br />
Tel.: 0 346 419 11 21 (5 hat)<br />
Faks: 0 346 419 11 50<br />
ermaden@erdemirmaden.com.tr<br />
Çelbor Çelik Çekme Boru San. ve Tic. A.fi.<br />
Kayseri Yolu 7. km P.K.21, 71300 K›r›kkale<br />
Tel.: 0 318 225 46 96<br />
Faks: 0 318 224 28 71<br />
satis.celbor@erdemir.com.tr<br />
Erdemir Romania S.R.L.<br />
18, Soseaua Gaesti, Targoviste,<br />
Dambovita County Romania<br />
Tel.: +40 245 60 71 10<br />
Faks: +40 245 60 60 70<br />
office@erdemir.ro<br />
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9<br />
Group Profile<br />
<strong>OYAK</strong><br />
ATAER (100%)<br />
<strong>ERDEM‹R</strong> (49,29%)
SUBSIDIARIES<br />
‹SDEM‹R (92,91%)<br />
<strong>ERDEM‹R</strong> MADEN (90%)<br />
ERENCO (100%)<br />
ÇELBOR (100%)<br />
<strong>ERDEM‹R</strong> ÇEL‹K SERV‹S MERKEZ‹ (100%)<br />
<strong>ERDEM‹R</strong> ROMANIA S.R.L (100%)<br />
<strong>ERDEM‹R</strong> LOJ‹ST‹K (100%)<br />
<strong>ERDEM‹R</strong> GAZ (100%)<br />
AFFILIATES<br />
ARCELORMITTAL AMBALAJ ÇEL‹⁄‹ SAN. ve T‹C. A.fi. (25%)<br />
BORÇEL‹K SAN. ve T‹C. A.fi. (8,92%)<br />
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<strong>ERDEM‹R</strong><br />
Owner and operator of Erdemir Group’s Ere¤li facilities,<br />
Erdemir is Turkey's largest iron and steel company and<br />
the country's only integrated producer of flat steel<br />
products. Erdemir started production in 1965 and<br />
currently has a production capacity of over 3 million<br />
tons of crude steel per year and over 5 million tons<br />
per year of flat steel products. Erdemir produces heavy<br />
plates, hot and cold rolled coils, as well as tin, chrome<br />
and zinc coated flat steel products in accordance with<br />
established international quality standards. We are at<br />
the forefront of innovation and new product<br />
developments in Turkish industry. Our products are<br />
used in a wide variety of industries including construction,<br />
pipe production, automotive, shipbuilding, durable<br />
goods, agricultural machinery, pressure vessels, and<br />
metal packaging. Committed to growth, Erdemir has<br />
expanded rapidly in recent years through acquisitions<br />
both at home and abroad, as well as through establishing<br />
new plants. Erdemir Group of Companies currently<br />
consist of: ‹skenderun Demir ve Çelik A.fi. (‹SDEM‹R),<br />
Erdemir Madencilik San. ve Tic. A.fi. (Erdemir Maden),<br />
Erdemir Çelik Servis Merkezi San. ve Tic. A.fi. (Erdemir<br />
Çelik Servis Merkezi), Erdemir Mühendislik Yönetim ve<br />
Dan›flmanl›k Hizmetleri A.fi. (ERENCO), Erdemir Romania<br />
S.R.L., Çelik Çekme Boru San. ve Tic. A.fi. (ÇELBOR),<br />
Erdemir Lojistik A.fi. (Erdemir Lojistik) and Erdemir Gaz<br />
San. ve Tic. A.fi. (Erdemir Gaz).<br />
Erdemir’s majority is owned by Ataer Holding A.fi.,<br />
which is in turn wholly owned by Turkey's <strong>OYAK</strong> Group.<br />
Erdemir's current shareholding structure is as follows;<br />
- 49,29% - ATAER Holding A.fi.<br />
- 3,08% - Treasury Shares<br />
- 47,63% - Free float on Istanbul Stock Exchange (ISE)<br />
‹SDEM‹R<br />
Owner and operator of Erdemir Group’s ‹skenderun<br />
facilities,Turkey's second largest steel producer,<br />
Iskenderun Demir ve Çelik A.fi. (‹sdemir) was transferred<br />
to Erdemir Group on February 1, 2002.<br />
The following year Erdemir Group initiated a<br />
comprehensive investment program aimed at<br />
modernizing existing facilities and adding new capacity<br />
to enable ‹sdemir expand its product portfolio to include<br />
flat steel products thereby better meeting the needs<br />
of local and regional markets. As the current investment<br />
program is expected to be completed by the end of<br />
2008, ‹sdemir will have a production capacity of 3,5<br />
million tons of flat steel products per year in addition<br />
to its existing capacity of 2,5 million tons per year of<br />
billet and wire rod.<br />
<strong>ERDEM‹R</strong> MADEN<br />
Erdemir Group’s mining subsidiary, Erdemir Maden<br />
holds licenses of 14 iron ore fields and one manganese<br />
ore field in the northern Turkish province of Sivas Divri¤i.<br />
Operating the only pelletizing plant in Turkey, Erdemir<br />
Maden produces 50% of domestic ore output, and<br />
meets 20% of domestic iron ore demand.
ERENCO<br />
Erdemir Group’s engineering company Erenco offers<br />
a wide range of engineering and project management<br />
services ranging from project planning to implementation<br />
and installation. Erenco manages a large portion of the<br />
massive investment program the Group is undergoing<br />
while participating in numerous these projects in Turkey<br />
and abroad.<br />
<strong>ERDEM‹R</strong> ROMANIA S.R.L<br />
Located in Targovista-Romania, Erdemir Group’s<br />
Romanian subsidiary produces flat silicon steel, widely<br />
used in the manufacturing of electric motors and<br />
transformers.<br />
ÇELBOR<br />
Located in K›r›kkale province of Turkey; Erdemir Group's<br />
pipe manufacturing subsidiary ÇELBOR produces a<br />
wide range of extruded pipe products including seamless<br />
steel pipes, cold drawn precision pipes, drilling pipes<br />
and tubes, seamless steel profiles and boiler tubes.<br />
<strong>ERDEM‹R</strong> ÇEL‹K SERV‹S MERKEZ‹<br />
Erdemir Group’s steel service center, located in the<br />
Gebze Organized Industrial Zone to the east of Istanbul,<br />
offers slitting and cut-to-length services to automotive,<br />
white goods, HVAC, home and office appliance<br />
manufacturers by supplying them with custom sized<br />
flat steel products.<br />
<strong>ERDEM‹R</strong> LOJ‹ST‹K<br />
Erdemir's in-house logistics subsidiary was established<br />
to meet the logistics requirements of Erdemir Group.<br />
<strong>ERDEM‹R</strong> GAZ<br />
Erdemir Gaz is established in accordance with Turkey's<br />
Energy Market Regulatory to supply our Group's natural<br />
gas needs at the most favorable market rates.<br />
AFFILIATES<br />
ARCELORMITTAL Ambalaj Çeli¤i Sanayi ve<br />
Ticaret A.fi.<br />
Erdemir holds 25% stake in ARCELORMITTAL Ambalaj<br />
Çeli¤i San. Tic. A.S., purchased on October 17, 2002.<br />
The company markets tin plated packaging materials<br />
that are slit and cut-to-length at its plant in Gemlik.<br />
BORÇEL‹K Çelik Sanayi ve Ticaret A.fi.<br />
Erdemir holds 8,92% stake in Turkish flat steel reseller<br />
Borçelik.<br />
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Strategic<br />
Restructuring<br />
WE ARE RESHAPING OUR FUTURE,<br />
INTEGRATING OUR BUSINESS PROCESSES AND<br />
ORGANIZATIONAL STRUCTURE.
Erdemir Group’s accession to <strong>OYAK</strong> Group is one<br />
of the most important developments in the Group’s<br />
history, and the strategic restructuring activities that<br />
commenced immediately after the transfer have<br />
put their mark on all key initiatives during 2007.<br />
Despite having a year of high investment<br />
expenditures, Erdemir Group was able to sustain<br />
its previous year’s record profit level during 2007<br />
thanks to a combination of strategic and operational<br />
improvements as well as successful implementation<br />
of a more dynamic and efficient management<br />
structure.<br />
For the first time in Erdemir Group’s history, all<br />
group companies were administered as a single<br />
economic and operational unit. Centralization of<br />
shared services, culminating in their relocation to<br />
our Istanbul headquarters in March 2008, will allow<br />
for more effective and efficient management of<br />
our resources, while assuring higher service quality<br />
with swifter response.<br />
Thanks to centralized management of group<br />
purchasing activities, we were successful in<br />
minimizing the effects of supply bottleneck that<br />
affected global raw materials markets. Concurrently,<br />
we were able to reduce our inventory cost by<br />
extending the judicious use of long term supply<br />
agreements and special derivative instruments,<br />
already in place for sourcing our core raw materials,<br />
to procurement of auxiliary raw materials and other<br />
consumables. We also managed to maintain<br />
minimum inventory levels thanks to centralizing<br />
our inventory management system.<br />
We also established a new financial management<br />
structure encompassing the whole group to ensure<br />
the most effective and efficient use of our financial<br />
resources. The benefits of the new structure were<br />
quickly demonstrated as we began to plan for our<br />
both short and long term financial resources with<br />
more clarity, increased the returns on our liquid<br />
assets and minimized our cost of borrowing with<br />
the aid of central treasury and credit management<br />
teams. We also established a risk management<br />
team with oversight for the whole group, in order<br />
to actively monitor and manage our group’s financial<br />
risks and therefore preserve our healthy financial<br />
structure.<br />
As a result of product portfolio expansion in our<br />
‹skenderun plant to include both long and flat steel<br />
products, it has become imperative to also<br />
reconfigure our sales and marketing structure. Taking<br />
this fact into consideration, we have already initiated<br />
redesign of our sales order fulfillment processes as<br />
well as modification of our information systems<br />
infrastructure. In addition, centralization of marketing<br />
and sales functions is underway.<br />
Benchmark studies and joint projects among group<br />
companies were encouraged, in order to foster an<br />
environment for sharing best practices and to<br />
maximize benefits from synergy potentials within<br />
Erdemir Group. Consequently, human resources<br />
management is also considered as part of our<br />
shared services approach, to be implemented within<br />
the scope of our Strategic Restructuring program.<br />
We are aware that strategic initiatives must be<br />
supported with appropriate measures, such as<br />
business process redesign and information systems<br />
infrastructure upgrades. Enterprise Resource Planning<br />
(ERP) software implementation initiative,<br />
simultaneously underway in both Ere¤li and<br />
Iskenderun plants, aims to fulfill such a mission by<br />
significantly improving our joint resource allocation<br />
and planning capabilities as well as allowing for<br />
integrated and dynamic decision making within the<br />
group. The new system is expected to be operational<br />
at Ere¤li and ‹skenderun plants by the end of 2008.<br />
In addition to ERP, we are also in the midst of<br />
initiating Advanced Planning and Scheduling software<br />
implementation to equip our sales and operations<br />
planning teams with a better tool that will enable<br />
them to maximize our capacity utilization and<br />
minimize our production cost, while reducing order<br />
fulfillment lead times.<br />
Since joining <strong>OYAK</strong>, Erdemir Group has continued<br />
to make progress with its Strategic Restructuring<br />
Program, further strengthening its current leading<br />
position in the market.<br />
14
Worldwide steel production continued to<br />
grow during 2007 reaching 1,3 billion<br />
tons.
World<br />
Steel<br />
Industry
17<br />
OVERVIEW OF 2007<br />
Strong global demand for steel continued during 2007<br />
pushing both raw materials and steel products prices<br />
ever higher, reaching record levels.<br />
Developments resulting from the<br />
continued growth of the Chinese<br />
market<br />
High growth rates for steel production sustained their<br />
pace in emerging economies, mainly in China as well<br />
as in Brazil, India and Turkey. Having transformed itself<br />
over the course of the past few years from being a net<br />
steel importer to becoming a major exporter, China<br />
continued to exert a disproportionate influence on<br />
global markets, with its steel exports soaring to a record<br />
48 million tons last year. Such dramatic increase in<br />
Chinese steel exports has ultimately alarmed other<br />
major players such as the US, Europe and Japan, forcing<br />
them to apply precautionary and protectionist measures<br />
such as anti-dumping and government subsidy<br />
investigations.<br />
Raw Materials Procurement<br />
Annual negotiations for iron ore and coal procurement<br />
contracts were finalized in a relatively short period of<br />
time during the start of 2007. Foreseeing bottlenecks<br />
in raw materials supply, some steel manufacturers in<br />
the CIS (Commonwealth of Independent States)<br />
countries and in the Far East went one step further,<br />
acquiring small to medium sized coal and iron ore<br />
mines, or establishing formal partnerships with larger<br />
producers in order to secure guaranteed long term<br />
supplies at favorable prices. At the same time, various<br />
emerging economies such as Egypt, India, Algeria and<br />
China applied export duties and other restrictions on<br />
iron ore and scrap iron exports in order to secure<br />
sufficient raw material supplies for their domestic<br />
producers.<br />
Mergers and Acquisitions<br />
Mergers and acquisitions among steel manufacturers<br />
maintained their intensity during 2007. The merger<br />
between global giants Arcelor and Mittal, brokered in<br />
2006, finally became official while the merger between<br />
Corus and Tata was also completed. Acquisition of<br />
North American steel producers by foreign investors<br />
continued apace throughout 2007, with half of the US<br />
steel production capacity and almost all of Canadian<br />
steel production changing management control.<br />
There were also two major mergers in the value chain<br />
upstream, as iron ore producer CVRD acquired nickel<br />
producer Inco, and Rio Tinto Group acquired aluminum<br />
supplier Alcan. Such major events in the industry once<br />
again demonstrated that, despite the recent increase<br />
in size and scope of mergers among steel producers,<br />
there still remains a great potential for further<br />
consolidation to better cope with the increasing power<br />
of raw material suppliers.<br />
Long Products Market<br />
Healthy and growing market demand for billets and<br />
reinforcing bars in the CIS during 2006 and 2007<br />
were of particular benefit to Turkish steel manufacturers.<br />
With demand for billets and debar in the CIS states<br />
soaring, local manufacturers reduced exports leading<br />
to a regional shortage of long product supplies, which<br />
also coincided with continued high demand in the<br />
Middle East construction industry for billet and wire<br />
rod, hence resulting in very favorable market dynamics<br />
for Turkish long steel manufacturers.
Derivative Markets for Steel<br />
Another important development during 2007 was the<br />
establishment of steel derivative market, the first of its<br />
kind, by the Dubai Gold and Commodity Exchange<br />
(DGCX) . Turkish long steel manufacturers were among<br />
its initial users.<br />
The Turkish Steel Industry<br />
Crude steel production in Turkey grew by over 10,5%,<br />
reaching 25,8 million tons by the end of 2007, and<br />
allowing our country maintain its ranking as the eleventh<br />
largest steel manufacturer worldwide, as well as<br />
becoming the second most rapidly growing country<br />
following China in terms of crude steel output.<br />
Output by electrical arc furnaces (EAF) grew by 13,0%<br />
reaching 19,4 million tons and the integrated steel<br />
production increased by 3,5% reaching 6,4 million<br />
tons. Healthy levels of demand throughout the year<br />
helped sustain high steel prices, providing a favorable<br />
market condition for the steel manufacturers.<br />
FORECASTS FOR 2008<br />
Even though global growth rate might turn out to be<br />
lower compared to previous years, demand for steel is<br />
expected to remain solid during 2008. According to<br />
recent forecast by the International Iron and Steel<br />
Institute (IISI), global steel consumption is expected to<br />
increase by 6,8% during 2008, on the back of continued<br />
growth in emerging markets such as Brazil, Russia, India<br />
and China, as well as the Gulf Region and Americas.<br />
Growth is also expected in mature markets where<br />
consumption is expected to resume healthy levels due<br />
to below average inventory levels.<br />
In response to such demand growth, annual steel output<br />
is anticipated to increase beyond 1,4 billion tons,<br />
escalating the pressures on already existing bottlenecks<br />
in the raw materials supply chain, and further elevating<br />
raw material and energy costs beyond the levels reached<br />
during 2007.<br />
As a result of these market dynamics, steel manufacturers<br />
without access to raw material resources are likely to<br />
face supply shortages, or will have no choice but to<br />
accept higher raw material costs, which will consequently<br />
put pressure on their profit margins.<br />
Taking into consideration the protectionist measures<br />
that are again on the rise worldwide, coupled with<br />
increasing freight costs, it can reasonably be foreseen<br />
that markets will become more regional and price<br />
variations among regions will emerge during 2008.<br />
18
19<br />
Global Crude Steel Production (thousand tons)<br />
Rank Country 2006 2007 07/06%<br />
1 China 422.989 489.241 15,7<br />
2 Japan 116.226 120.199 3,4<br />
3 USA 98.557 97.212 -1,4<br />
4 Russia 70.830 72.220 2,0<br />
5 India 49.450 53.080 7,3<br />
6 S. Korea 48.455 51.367 6,0<br />
7 Germany 47.224 48.550 2,8<br />
8 Ukraine 40.892 42.830 4,7<br />
9 Brazil 30.901 33.784 9,3<br />
10 ‹taly 31.624 31.990 1,2<br />
*<br />
11 TURKEY 23.308 25.745 10,5<br />
12 Taiwan 20.000 20.450 2,3<br />
13 France 19.852 19.252 -3,0<br />
14 Spain 18.391 19.050 3,6<br />
15 Mexico 16.313 17.170 5,3<br />
World 1.250.499 1.342.997 7,4<br />
Source: IISI 04.02.2006<br />
* Turkish Iron and Steel Producers’ Association<br />
Turkey, the most rapidly growing country after China in<br />
terms of crude steel output, ranked 11 th in the world,<br />
5 th in Europe and 3 rd in the European Union.
EU-27 16%<br />
Turkey 2%<br />
CIS 9%<br />
USA 7%<br />
Other 10%<br />
Crude Steel Production 2007<br />
EU-27 17%<br />
Turkey 2%<br />
CIS 5%<br />
USA 9%<br />
Other 14%<br />
China 36%<br />
Japan 9%<br />
Other Asia 11%<br />
Consumption 2007<br />
China 33%<br />
Japan 6%<br />
Other Asia 14%<br />
20
21<br />
116,40<br />
Arcelor<br />
Mittal<br />
17,91<br />
Riva<br />
17,02<br />
Source: Metal Bulletin (17.03.2008)<br />
EU-27 Largest Steel Producers 2007<br />
8,09<br />
7,36<br />
7,09<br />
5,69 5,37<br />
TKS Celsa Salzgitter Voestalpine SSAB Erdemir<br />
Group<br />
4,38<br />
Global Steel<br />
Holdings<br />
3,00<br />
Alfonso<br />
In terms of crude steel production, Erdemir Group ranks 57 th<br />
in the world, 17 th in Europe and 8 th in the European<br />
Union.
Global Apparent Steel Consumption (thousand tons)<br />
Rank Country 2006 2007 07/06%<br />
1 China 384.320 428.017 11,4<br />
2 USA 134.000 123.100 -8,1<br />
3 Japan 83.300 84.500 1,4<br />
4 S.Korea 51.600 56.200 8,9<br />
5 India 48.572 55.203 13,7<br />
6 Russia 42.781 53.471 25,0<br />
7 Germany 46.621 49.122 5,4<br />
8 Italy 38.800 38.900 0,3<br />
9 Spain 30.437 30.839 1,3<br />
10 Mexico 25.449 26.287 3,3<br />
11 TURKEY 23.299 25.782 6,1<br />
12 Taiwan 23.790 24.960 4,9<br />
13 Brazil 20.590 23.720 15,2<br />
14 Iran 19.188 20.528 7,0<br />
15 Canada 19.252 18.083 -6,1<br />
World 1.242.480 1.323.474 6,5<br />
Source : (IISI) SRO Autumn 2007<br />
* Crude Steel<br />
Turkey ranks 11 th in the world in terms<br />
of steel consumption.<br />
22
Crude steel output of Erdemir Group, the<br />
biggest producer in Turkey, reached<br />
5,4 million tons in 2007.
Production
25<br />
As a result of productivity improvements and<br />
modernization investments, Erdemir managed to<br />
achieve record levels of production and shipment<br />
volume in 2007, while reaching 97,9% capacity<br />
utilization. Our Operational Efficiency, calculated by<br />
combining time utilization, throughput and product<br />
quality of our facilities, was 82,2%.<br />
FLAT STEEL PRODUCTION<br />
Flat steel production at our Ere¤li plant increased by<br />
7,8% in 2007, reaching 4.206 thousand tons, the<br />
highest volume the plant has ever recorded. Iskenderun<br />
plant produced 552 thousand tons of slab, while our<br />
plant in Romania recorded production of 59 thousand<br />
tons of silicon steel.<br />
LONG STEEL PRODUCTION<br />
In addition to slab production, ‹skenderun plant also<br />
manufactured 1.917 thousand tons of pig iron and<br />
long products including, billet and wire rod.<br />
IRON ORE PRODUCTION<br />
Our mines produced 1.292 thousand tons of pellets<br />
and 627 thousand tons of other products during 2007.<br />
STEEL SERVICE CENTER<br />
Our Steel Service Center custom cut and slit<br />
178 thousand tons of cold and galvanized products<br />
according to our customers’ specifications.<br />
ENGINEERING, MANAGEMENT AND<br />
CONSULTANCY SERVICES<br />
Our engineering company was in charge of executing<br />
the majority of investment projects at our Ere¤li and<br />
Iskenderun plants, as well as various investment projects<br />
at other <strong>OYAK</strong> Group companies, handling over 50<br />
projects.<br />
SEAMLESS STEEL TUBE PRODUCTION<br />
The only domestic manufacturer of industrial seamless<br />
steel tubes, our K›r›kkale plant produced 5.380 tons of<br />
products including seamless steel tubes and profiles,<br />
cold drawn precision pipes, drilling pipes, and boiler<br />
tubes.<br />
LOGISTICS SERVICES<br />
Primarily engaged in meeting the seaborne logistics<br />
needs of Erdemir Group companies, our logistics<br />
company continued to provide a broad range of sea<br />
and train-ferry transportation, ship chartering and agency<br />
services.<br />
PORT OPERATIONS<br />
As the largest integrated port on the Turkish coastline<br />
of Black Sea, our Ere¤li Port handled 11,2 million tons<br />
of cargo during 2007, 1,9 million tons of which was<br />
provided as services for third parties. Technical and<br />
legal modifications to Ere¤li Port during 2007 enabled<br />
us to increase the vessel size we can handle from<br />
150.000 to 200.000 DWT, allowing us in turn to reduce<br />
our freight costs.<br />
Our ‹skenderun Port, which is connected to the national<br />
railway system, increased its material handling volume<br />
by 21,5% reaching 10,3 million tons. 4,2 million tons<br />
of this total was provided as services to third parties,<br />
which constitutes an increase of 15,3% compared to<br />
the previous year.
Upon completion of ongoing investments, the<br />
unloading capacity at each of our ports are planned<br />
to reach 16 million tons per year, allowing us to better<br />
utilize long term freight contracts and reduce freight<br />
costs by USD 1 per ton, thereby generating<br />
approximately USD 20 million savings per annum.<br />
RAW MATERIALS PROCUREMENT<br />
After achieving notable success in reducing costs and<br />
eliminating bottlenecks with utilization of long term<br />
purchase contracts for our core raw materials, we<br />
started to employ a similar approach for auxiliary raw<br />
materials and other consumables, as well as applying<br />
consignment sourcing for certain ferro-alloys.<br />
Concurrently, we broadened our portfolio of suppliers,<br />
creating a more competitive environment that is to<br />
the advantage of Erdemir Group.<br />
We aimed to maximize our use of domestic ore and<br />
coal resources amid bottlenecks encountered in global<br />
raw materials markets during 2007.<br />
As a result, we increased our domestic coal consumption<br />
from 30 thousand tons in 2006 to 163 thousand tons<br />
in 2007.<br />
While all 3,9 million tons per annum output of domestic<br />
iron ore was consumed by the three integrated plants<br />
in Turkey, 2 million tons of this amount was consumed<br />
in our ‹skenderun plant thanks to favorable logistics.<br />
Erdemir Group’s pellet production output will almost<br />
triple from its current level of 1,2 million to 3,2 million<br />
tons, upon completion of planned investments in<br />
Hasançelebi Pelletizing Plant, allowing us to be better<br />
equipped against volatilities in the global raw materials<br />
markets.<br />
Despite facing inventory increases averaging 30% per<br />
year over the course of previous 5 years, we managed<br />
to stabilize inventory levels during 2007, thanks to new<br />
procurement and inventory management strategies put<br />
in place. We were also able to sustain order lead times<br />
throughout 2007 for locally sourced materials.<br />
26
27<br />
Production (thousand tons)<br />
SEMI-FINISHED PRODUCTS<br />
2003 2004 2005 2006 2007<br />
Hot Metal 4.896 5.035 4.999 4.931 5.236<br />
Ere¤li 2.821 2.786 2.776 2.811 2.762<br />
‹skenderun 2.075 2.249 2.223 2.120 2.474<br />
Liquid Steel 5.091 5.206 5.282 5.271 5.486<br />
Ere¤li 3.189 3.129 3.176 3.221 3.200<br />
‹skenderun 1.902 2.077 2.106 2.050 2.286<br />
Crude Steel 4.941 5.044 5.150 5.155 5.366<br />
PRODUCTS<br />
Ere¤li (Slab) 3.088 3.031 3.095 3.135 3.128<br />
‹skenderun (Slab) - - - 18 552<br />
‹skenderun* 1.853 2.013 2.055 2.002 1.686<br />
Flat (Ere¤li) 3.535 3.616 3.760 3.903 4.206<br />
Cold Rolled 1.416 1.652 1.701 1.689 1.632<br />
Hot Rolled 2.070 1.910 2.000 2.126 2.355<br />
Plate 49 54 59 88 219<br />
Long+Slab (Iskenderun)** 1.929 2.157 2.149 2.118 2.469<br />
Pig Iron 149 172 113 120 265<br />
Slab 18 552<br />
Long Product 1.780 1.985 2.036 1.981 1.652<br />
Iron Ore 1.172 1.678 1.792 1.919<br />
Pellet 776 1.120 1.135 1.292<br />
Other 396 558 657 627<br />
Silicon Flat Steel (Romania) 66 63 48 47 59<br />
* Bloom, CC Billet and 200 x 200 Billet<br />
** Includes Billet and Wire Rod
Ere¤li Plant Production Records 2007 (tons)<br />
PRODUCTION FACILITY PREVIOUS NEW INCREASE INCREASE<br />
RECORD RECORD (%)<br />
BLAST FURNACE NO.2 1.668.583 1.709.697 41.114 2,5<br />
HOT STRIP MILL NO.1 753.717 1.078.236 324.519 43,1<br />
PLATE MILL 91.308 228.281 136.973 150,0<br />
TOTAL COIL AND PLATE 4.030.725 4.485.736 455.011 11,3<br />
PICKLING LINE NO.3 302.661 383.376 80.715 26,7<br />
CONTINUOUS ANNEALING LINE (CAL) 920.708 957.610 36.902 4,0<br />
THIN COIL CONTINUOUS ANNEALING LINE (TIN CAL) 179.789 239.297 59.508 33,1<br />
HOT SHEAR NO.2 296.010 336.225 40.215 13,6<br />
TOTAL PLATE PRODUCTS 88.213 219.245 131.032 148,5<br />
TOTAL HOT ROLLED PRODUCTS 2.214.752 2.355.094 140.342 6,3<br />
TOTAL PRODUCTS 3.903.628 4.205.944 302.316 7,7<br />
SHIPMENT BY TRUCK 2.588.097 3.307.567 719.470 27,8<br />
TOTAL SHIPMENT 3.904.118 4.295.022 390.904 10,0<br />
28
29<br />
Labour Productivity In<br />
Total Product Production<br />
at Ere¤li Plant<br />
(manhour/ton)<br />
4,76<br />
2004<br />
4,38<br />
3,83<br />
3,62<br />
2005 2006 2007<br />
Total Products by Groups, Produced at Ere¤li Plant<br />
Hot Rolled 56%<br />
Cold Rolled 39%<br />
Plate 5%
‹skenderun Plant Production Records 2007 (tons)<br />
PRODUCTION FACILITY PREVIOUS NEW INCREASE INCREASE<br />
RECORD RECORD (%)<br />
BLAST FURNACE No.1 720.939 851.605 130.666 18,1<br />
HOT METAL 2.248.917 2.473.785 224.868 10,0<br />
LIQUID STEEL 2.106.379 2.286.165 179.786 8,5<br />
CRUDE STEEL 2.055.414 2.237.546 182.132 8,9<br />
TOTAL PRODUCTION 2.173.710 2.468.751 295.041 13,6<br />
Long 67%<br />
Slab 22%<br />
Products<br />
by Groups, Produced<br />
at ‹skenderun Plant<br />
Labour Productivity in<br />
Total Product Production<br />
at ‹skenderun Plant<br />
(manhour/ton)<br />
6,28<br />
2004<br />
Pig Iron 11%<br />
6,05 5,84<br />
5,26<br />
2005 2006 2007<br />
30
As the leader of the domestic market, our group<br />
posted USD 4,2 billion of sales in 2007.
Sales
33<br />
With the aim of meeting our customers’ expectations,<br />
our Group has diligently monitored ever changing<br />
market conditions and reformulated its sales strategies<br />
and policies accordingly, allowing us to not only sustain<br />
but also strengthen our long term relationships with<br />
our customers. We broadened our customer base in<br />
foreign markets, reaching more end-users and thereby<br />
reducing the ratio of our sales through intermediaries<br />
in our exports. New product development was a key<br />
success factor in 2007, as we introduced new material<br />
grades that are certified by international quality inspection<br />
agencies.<br />
Sales (thousand tons)<br />
2003 2004 2005 2006 2007<br />
Flat (Ere¤li) 3.556 3.604 3.553 3.904 4.295<br />
Cold Rolled 1.364 1.639 1.644 1.681 1.688<br />
Hot Rolled 2.146 1.915 1.860 2.139 2.392<br />
Plate 46 50 49 84 215<br />
Long (Isdemir) 1.956 2.166 2.128 2.137 1.920<br />
Pig Iron 151 159 117 119 268<br />
Long 1.805 2.007 2.011 2.018 1.652<br />
Iron Ore (Ermaden) 3.088 1.788 1.762 1.772 1.865<br />
Pellet 3.088 767 1.084 1.148 1.302<br />
Other - 1.021 678 624 563<br />
Silicon Flat Steel (Romania) 52 71 53 62 75<br />
Silicon Sheet 46 64 41 44 58<br />
Other 6 7 12 18 17<br />
Together with the amount of slab produced in ‹skenderun and processed in Ere¤li,<br />
‹skenderun’s sales volume reached 2.479 thousand tons in 2007.
FLAT PRODUCTS<br />
Thanks to solid domestic market demand, flat product<br />
sales of our Ere¤li plant grew by 10,1%, reaching 4.295<br />
thousand tons and netting USD 3,1 billion in revenues.<br />
Since our new Plate Mill at Ere¤li became operational<br />
toward end of 2006, we have been able to offer<br />
additional heavy plate grades in our product portfolio,<br />
hence increasing our plate sales by more than155,5%<br />
compared to the previous year.<br />
Steel<br />
Service Centers 13%<br />
Merchants 19%<br />
Automotive<br />
Industry and Suppliers 14%<br />
Re-rollers 7%<br />
Breakdown of Domestic Flat Steel<br />
Product Sales by Market Segment<br />
Strong domestic demand for our flat steel products<br />
left us with less capacity available for exports. As a<br />
result, flat products export volume for 2007 stayed at<br />
655,6 thousand tons, generating USD 416 million in<br />
sales revenue. Due to reduced export volumes, we<br />
had to strategically target our export markets, channeling<br />
76,5% of the volume to EU countries.<br />
Income from sale of by-products with limited domestic<br />
demand such as benzole, blast furnace slag and<br />
granulated slag was also boosted by the development<br />
of new export markets, netting the company an<br />
additional USD 3,1 million.<br />
Our plant in Romania achieved sales of 58 thousand<br />
tons of silicon flat steel.<br />
Pipe and Profile Industry 25%<br />
Other 4%<br />
Household and Office<br />
Appliances 5%<br />
Packaging Industry 6%<br />
Heating Equipment 7%<br />
34
35<br />
Romania 13%<br />
India 7%<br />
Spain 14%<br />
Great Britain 6%<br />
Breakdown of Flat Steel Exports by Country<br />
Greece 6%<br />
LONG PRODUCTS<br />
Thanks to the resurgence of the domestic construction<br />
sector in 2007, coupled with healthy demand for long<br />
products in international markets, our Iskenderun plant<br />
generated USD 951,5 million revenues from its domestic<br />
sales by shipping 1.650,9 thousand tons of products.<br />
Israel 28%<br />
Italy 43%<br />
Italy 25%<br />
Egypt 2%<br />
Poland 2%<br />
China 3%<br />
Brazil 5%<br />
Other 15%<br />
Germany 2%<br />
We accomplished notable successes in overseas<br />
markets, broadening the geographic base of our export<br />
markets to include Italy, the Netherlands, Israel, Spain,<br />
Iran, Greece, Syria, Sweden, Bosnia Herzegovina, and<br />
Serbia.<br />
Breakdown of Long Steel Exports by Country<br />
Spain 9% Iran 9%<br />
Bosnia Herzegovina 3%<br />
Sudan 4%<br />
Other 4%
Profile Manufacturers 25%<br />
Mat-Wire, Nail<br />
Manufacturers 13%<br />
IRON ORE MINING<br />
Iron ore sales grew by 5% during 2007, reaching 1.865<br />
thousand tons, 1.302 thousand tons of which were<br />
pellets.<br />
STEEL SERVICE CENTER<br />
In 2007, our Steel Service Center shipped 282 thousand<br />
tons of steel products, 46% of which was for the<br />
automotive industry, followed with 24% for the white<br />
goods industry, 9% for other steel service centers, 8%<br />
for the HVAC industry, 6% for the electrical appliances<br />
industry, and the remainder for exports.<br />
LOGISTICS<br />
Our logistics company continued to provide sea<br />
transportation, train-ferry transportation, ship chartering<br />
and agency services to group companies, handling over<br />
3,9 million tons of goods.<br />
Breakdown of Domestic Long Steel<br />
Product Sales by Market Segment<br />
Foundries 14%<br />
Construction Steel Manufacturers 33%<br />
Other 4%<br />
SEAMLESS STEEL PIPES<br />
Electrode-Welding Wire Manufacturers 3%<br />
High Carbon Steel Wire and Spring Manufacturers 4%<br />
Thin Wire Manufacturers 4%<br />
Our manufacturing facility produced 3.506 tons<br />
seamless steel pipe and in addition modified 3.449<br />
tons of pipes sourced from the market, totaling 7.035<br />
tons of output.<br />
36
Running the largest industrial investment<br />
budget in Turkey, Erdemir Group<br />
invested nearly USD 1 billion in 2007.
Investments
39<br />
In addition to our ongoing investments in our Iskenderun<br />
plant primarily to establish flat steel production capacity,<br />
we made progress at full speed with modernization<br />
and new facility installation investments at our Ere¤li<br />
plant. As a result, our investments during 2007 totaled<br />
USD 947 million, USD 444 million of which was<br />
financed utilizing long-term facilities.<br />
Investments at Ere¤li Plant<br />
We continued making progress with our modernization<br />
and capacity enlargement investments aimed at<br />
increasing flat steel product output up to 5,3 million<br />
tons a year. Within the scope of these investment<br />
projects, we completed modernization and capacity<br />
expansion of Hot Strip Mill No.2 along with the second<br />
phase of the Plate Mill modernization, which was<br />
initiated in 2006. Production tests are in progress in<br />
the Plate Sandblasting and Coating Facility. Another<br />
capacity enlargement initiative commenced in 2007<br />
includes the construction of a new normalizing furnace<br />
and the renovation of the existing mill motors in Hot<br />
Strip Mill No.1.<br />
In order to broaden our portfolio of offerings for tinplate<br />
products and to increase tinplate manufacturing<br />
efficiency, we fulfilled the Batch Annealing Line<br />
modernization, installed a 40 MW Steam Turbine<br />
System along with No.3 and No.4 Rotating Air Heaters<br />
of Boilers and No.2 Steel Plate Ladle Furnace.<br />
Cold Strip Mill No.2 modernization and Advanced<br />
Planning and Scheduling software implementation<br />
procjects are initiated. Engineering studies are in progress<br />
to build our own port and logistics facilities on our<br />
property in Yar›mca, located on the Marmara coastline.<br />
Blast Furnace No.1 renewal project has been a unique<br />
opportunity for Erdemir Group to demonstrate its 43<br />
years of cumulative engineering know-how and project<br />
management capabilities. Project was 95% complete<br />
by end of 2007 with testing in progress and the furnace<br />
expected to resume production by mid 2008. When<br />
fully operational, at Ere¤li plant, hot metal capacity of<br />
the New Blast Furnace will be increased to 1,75 million<br />
tons per year while furnace productivity will elevate<br />
from 2,2 up to 2,65.<br />
Investments at ‹skenderun Plant<br />
Several of our long term investment projects came to<br />
fruition during 2007, with a number of new production<br />
units commencing operation upon completion.<br />
Continuous Slab Casting Machine No.1 construction,<br />
Blast Furnace No.3 modernization, Turbo Blower Plant<br />
No.6 construction, new Slag Dumping Unit, new<br />
Desulphurization Plant and Pulverized Coal Injection<br />
(PCI) Unit were among those projects that were<br />
successfully completed.<br />
Investment projects in progress include the following:<br />
• Coal Preparation and Coke Manipulation Plant<br />
modernization to supply our increasing coal consumption<br />
volume.<br />
• Ore Preparation and Blending facilities modernization<br />
in order to supply raw material needs that will be<br />
necessary to achieve 6,25 million tons per year liquid<br />
steel production in our BOF.<br />
• Coke Batteries No.5 and 6 construction to supply the<br />
coke volume required for reaching our production<br />
capacity targets.<br />
• Coke Oven By-product Plant modernization to increase<br />
both the capacity and quality of coke gas production as<br />
well as to reduce the plant’s environmental impact.<br />
• Sintering Plant No.2 construction to increase output<br />
in line with achieving our production capacity targets.<br />
• Blast Furnace No.4 construction to meet our production<br />
capacity targets.<br />
• Electric Arc Furnace (EAF) construction to continue<br />
supplying the Wire Rod Mill with billets thereby enabling<br />
us to both maintain our market share and reduce fixed<br />
costs per unit due to higher output.
• BOF modernization to produce the liquid steel volume<br />
required to meet our production targets.<br />
• Calcination Plant No.8 construction to supply calcine<br />
needed to reach our production output targets.<br />
• Scrap Preparation Plant construction to prepare scrap<br />
metal for use in the BOF when that modernization project<br />
is completed.<br />
• New Slab Casting Plant No.2, which has the same<br />
capacity as Slab Casting Plant No.1.<br />
• Slab Heating Furnaces No.1 and 2 construction to supply<br />
the new flat steel Hot Strip Mills with pre-heated slabs.<br />
• Hot Shearing and Slitting Lines construction to custom<br />
cut flat steel coils to the sizes required by our customers.<br />
• Steam Boilers No.6 and 7 construction to meet increased<br />
steam consumption needs as result of production output<br />
increases.<br />
• Turbo Generator modernization in the steam regulation<br />
and automation systems to reduce steam used per unit<br />
of electricity generated.<br />
• Construction and installation of a new 380 kV main<br />
transmission line from Erzin to Iskenderun (the ETL line)<br />
and accompanying Switching Plant to meet higher energy<br />
consumption needs resulting from the plant’s capacity<br />
and product portfolio expansion.<br />
• Air Separation Plant No.7 construction to meet our<br />
oxygen, nitrogen and argon consumption requirements,<br />
in line with plant expansion.<br />
New Hot Strip Mill construction at our ‹skenderun plant,<br />
the core investment in transforming the facility for<br />
manufacturing flat steel products, reached its final stage<br />
and is expected to become operational by spring of<br />
2008.<br />
Investments in Mining<br />
Steel producers with access to their own dedicated<br />
iron ore resources enjoy competitive advantage in the<br />
current market environment of ever increasing raw<br />
material costs and supply bottlenecks. Taking this fact<br />
into consideration, Erdemir Group’s mining arm obviously<br />
plays a very strategic role for sustaining our Group’s<br />
success with its 14 separate iron ore mines, producing<br />
50% of domestic iron ore output and operating the<br />
only pelletizing plant in Turkey.<br />
We plan to strengthen our backward integrated position<br />
by adding a new pelletizing plant at Hasançelebi, with<br />
2,0 million tons per annum pellet output. Engineering<br />
and design is already complete for this investment and<br />
the plant is expected to commence operation in 2010,<br />
significantly reducing both our risk to external supply<br />
shocks and our raw material costs.<br />
Investments at Romania Plant<br />
Brand new Continuous Annealing Furnace No.2 and<br />
Slitting Line were installed and commenced operations<br />
at our plant in Romania during 2007.<br />
Investments at K›r›kkale Plant<br />
A wide range of modernization projects were undertaken<br />
at our pipe manufacturing facility at K›r›kkale during<br />
2007.<br />
40
41<br />
Investments Completed in 2007<br />
Date Of Operation<br />
Investment Projects 2007<br />
I- Ere¤li Plant<br />
1) Batch Annealing Line Modernization<br />
2) Hot Strip Mill No.2 Capacity Improvement and Modernization<br />
3) 40 MW Steam Turbine Installation<br />
4) BDF Ladle Furnace No.2 Installation<br />
5) Plate Rolling Mill Modernization<br />
II- ‹skenderun Plant<br />
1) Continuous Slab Casting Plant No.1<br />
2) Blast Furnace No.3 Modernization<br />
3) Turbo Blower Plant No.6 (For Blast Furnace No.3)<br />
4) Slag Dumping Facilities<br />
5) Desulphurization Plant<br />
6) Pulverized Coal Injection (PCI) Facility<br />
1 2 3 4 5 6 7 8 9 10 11 12
Continuing Invesment Projects in 2007<br />
Date Of Operation<br />
Investment Projects 2008 2009 2010 2011 2012<br />
I- Ere¤li Plant<br />
1) Plate Sandblasting and Coating Plant Completion<br />
2) Ere¤li Port Capacity Expansion<br />
3) Blast Furnace Stoves Modernization<br />
4) Blast Furnace No.1 Modernization<br />
5) Completion of Normalizing Furnace No.2<br />
6) No. 2 Cold Strip Mill Automation System Modernization<br />
7) Yar›mca Logistics Center<br />
II- ‹skenderun Plant<br />
1) Coke Oven Batteries No.5 and No.6 Construction<br />
2) Coke Oven Battery By-product Plant Modernization (Stage 1)<br />
3) Slab Casting Plant No. 2 Construction<br />
4) Turbo Generator Modernization<br />
5) Calcination Plant No.8 Construction<br />
6) Coal Preparation Facility Modernization & Coke Manipulation Facility Modernization<br />
7) Slab Reheating Furnaces No.1 & No.2 Construction<br />
8) Hot Strip Mill Construction<br />
9) 380 kV E.T.L. and Switch Plant Installation<br />
10) Air Separation Plant No.7 Construction<br />
11) Steam Boilers No.6 and No.7 Construction<br />
12) Ore Preparation & Blending Facility Modernization<br />
13) Scrap Preparation Facilities Construction<br />
14) Hot Shearing and Slitting Lines Construction<br />
15) Sintering Plant No.2 Construction<br />
16) Basic Oxygen Furnace (BOF) Modernization (Converter No.1 )<br />
17) Coke Oven Battery No.4 Modernization<br />
18) Blast Furnace No.4 Construction<br />
19) Electric Arc Furnace Construction<br />
Q: Quarter / H: Half<br />
1Q 2Q 3Q 4Q 1H 2H 1H 2H 1H 2H 1H 2H<br />
2.<br />
Cnutr<br />
3.<br />
Cnutr<br />
42
Ensuring the motivation and effectiveness<br />
of our talent pool is our no.1 priority.
Human<br />
Resources
45<br />
Our most valuable asset to accompany us in our<br />
endeavor for embracing the future is the Erdemir Group<br />
talent pool with its ownership of our corporate values<br />
and its commitment to relentlessly working in pursuance<br />
of reaching our Group’s goals.<br />
We believe in an innovative and participatory approach<br />
for maximizing the potential of our human resources.<br />
We have a thorough and active management of the<br />
whole human resource management cycle, starting at<br />
the recruiting stage for hiring fully qualified staff and<br />
continuing throughout their career with the aid of<br />
continuous performance evaluation that tracks everyone’s<br />
accomplishments and expectations with the aim of<br />
maintaining the highest performance standards, as well<br />
as creating an environment in which everyone can excel<br />
to the limits of their competencies.<br />
As of December 31, 2007 our Group comprised of<br />
10.981 hourly paid, 3.486 monthly salaried and 596<br />
contract based employees, totaling 15.063 people.<br />
Vocational<br />
High School 8%<br />
University or<br />
Higher Degrees 16%<br />
41 - 50 Years of Age 26%<br />
Level Of Education<br />
55 Years of Age and Above 1%<br />
51 - 54 Years of Age 4%<br />
Number of Employees<br />
7.461<br />
ERE⁄L‹<br />
High School and Equivalent 49%<br />
Primary School 27%<br />
6.289<br />
‹SKENDERUN<br />
Breakdown of Employees by Age<br />
1.313<br />
OTHERS<br />
31-40 Years of Age 48%<br />
19 - 30 Years of Age 21%
Number of Trainings<br />
12.439<br />
ERE⁄L‹<br />
2.199<br />
‹SKENDERUN<br />
225<br />
OTHERS<br />
375.331<br />
ERE⁄L‹<br />
210.728<br />
‹SKENDERUN<br />
7.461<br />
13.265<br />
Average Period of Employment<br />
ERE⁄L‹<br />
92<br />
321<br />
1.244<br />
5.804<br />
Training Hours<br />
38.120<br />
MADEN <strong>ERDEM‹R</strong><br />
ROMANIA<br />
6.289<br />
407<br />
56<br />
611<br />
5.215<br />
‹SKENDERUN OTHERS<br />
7.924<br />
OTHERS<br />
1.313<br />
72<br />
1.017<br />
55<br />
169<br />
0 - 10 Years 11 - 21 Years 22 - 24 Years 25+ Years<br />
46
47<br />
Performance Management System<br />
Designed to identify and align employee objectives<br />
with those of the company as well as to encourage<br />
personal development and to enhance productivity by<br />
means of fair appraisal, the Performance Management<br />
System is applied to Erdemir Group’s entire workforce.<br />
Data collected through the system provides input for<br />
training and career development plans as well as for<br />
decisions related to contract extension and termination.<br />
Collective Bargaining Agreement<br />
According to the 21 st Collective Bargaining Agreement,<br />
which took effect on September 1, 2006 and will be<br />
valid until August 31, 2008, employees at Ere¤li plant<br />
were entitled to a wage increase in both the second<br />
and third semi-annual Agreement periods, beginning<br />
on March 1, 2007 and September 1, 2007, respectively.<br />
In accordance with a separate protocol signed with the<br />
Türk Metal Sendikas› (Turkish Metal Union), Ere¤li plant<br />
also fulfilled its obligation to phase out 80% of previously<br />
subcontracted 1.300 positions by hiring 926 fulltime<br />
employees during 2007.<br />
‹skenderun plant signed the 22 nd Collective Bargaining<br />
Agreement with the Çelik ‹fl Sendikas› (Steel-Workers<br />
Union) on May 24, 2007 and the agreement will be<br />
valid until December 31, 2008. Salary increases took<br />
effect in semi-annual periods, in accordance with the<br />
terms of the agreement.<br />
Erdemir Çelik Servis Merkezi collective bargaining<br />
agreement took effect on July 1, 2007 and terminates<br />
on June 30, 2009.<br />
Collective bargaining agreement in our plant in Romania<br />
was signed on June 1, 2007 and will be valid until<br />
May 31, 2008.<br />
Çelbor’s collective bargaining agreement took effect<br />
on September 1, 2007 and will need to be renewed<br />
by August 31, 2008.<br />
Even though the collective bargaining agreement at<br />
Erdemir Maden had to be renewed as of January 1,<br />
2007, negotiations could not have been initiated since<br />
the union’s authorization certificate was not timely<br />
issued by the Ministry of Labor and Social Security.<br />
As demonstration of Erdemir Group’s goodwill, we<br />
increased the salaries by 10% for 2007 to be deducted<br />
once the new agreement is settled.<br />
Health Services<br />
Erdemir Group provides its employees and retirees<br />
with a wide variety of health services, ranging from<br />
emergency room services to clinical diagnostic and<br />
rehabilitative treatments, in addition to various training<br />
programs designed to increase our employees’<br />
awareness about means of healthy living and disease<br />
preventive measures. 6.306 employees and 948<br />
retirees were treated, while 2.762 doses of hepatitis<br />
and flu vaccine were provided free of charge in our<br />
clinic at Ere¤li plant last year.<br />
Our training curriculum also covered a wide range of<br />
topics, including “Effective and Emphatic<br />
Communication, Psychology of Success and NLP,<br />
Emotional Intelligence and Conflict Management”<br />
lectured by expert psychologists.<br />
In addition, we commenced Certified First Aid Training<br />
programs during the course of 2007. As a result, 718<br />
employees in Ere¤li and 145 employees in ‹skenderun<br />
fulfilled their programs and were certified in first aid<br />
response.
Training<br />
Our fully equipped training facility is a clear showcase<br />
of Erdemir Group’s priorities in terms of ensuring that<br />
our employees continue developing their skills and<br />
enriching their knowledge base regularly, with the aid<br />
of intensive training curriculum designed in alignment<br />
with those needs identified during performance<br />
appraisals.<br />
We recorded 55,4 and 24,5 hours of training per<br />
employee in Ere¤li and in Iskenderun respectively<br />
throughout 2007. Total hours of training in Erdemir<br />
Maden and in Erdemir Romania were 13.265 and<br />
38.120 hours respectively.<br />
Furthermore, 7.421 employees at our Ere¤li plant and<br />
3.120 employees at ‹skenderun plant participated in<br />
awareness building and briefing sessions with regard<br />
to Occupational Health and Safety (OHS).<br />
Erdemir Group also undertook a major educational<br />
project aiming to upgrade diploma levels of our 764<br />
employees with primary school and 405 employees<br />
with high school degrees.<br />
Keeping in mind that the future business leaders of<br />
Erdemir Group will rise to those ranks from within our<br />
management talent pool, we are actively seeking for<br />
means of developing their managerial skills.<br />
Consequently, 15 selected employees attended<br />
“Management Essentials: Managing Performance”<br />
certification program delivered online at our Ere¤li plant<br />
in cooperation with Cornell University.<br />
Social Services<br />
Our social services play a key role in upgrading the<br />
quality of life and hence ensuring motivation of our<br />
employees. Keeping this fact in mind, we continued<br />
to invest in upgrading our recreational facilities and<br />
diversify the range of services offered to our stakeholders,<br />
all fulfilled during a year of major investment devouring<br />
a major portion of our resources for plant modernization<br />
and capacity enlargements.<br />
We also outsourced dining services in Ere¤li with the<br />
aim of both achieving a more effective utilization of<br />
our resources, and simultaneously improving the quality<br />
of services offered. TS 13001 Food Safety Management<br />
System (HACCP) certification activities were also<br />
transferred to a contractor company for similar reasons.<br />
48
While improving our economic performance,<br />
we are also creating value for the<br />
environment and society to achieve<br />
sustainable growth.
Sustainability
51<br />
Occupational Health and Safety<br />
(OHS)<br />
Assuring a safe and healthy working environment for<br />
our employees is one of the fundamental pillars of our<br />
corporate values. We continuously train every employee,<br />
provide each person with the appropriate protective<br />
equipment to fulfill their jobs safely and upgrade the<br />
safety standards of our facilities, to achieve an accidentfree<br />
environment.<br />
26 OHS engineers were commissioned spanning 22<br />
units to ensure OHS standards are practiced throughout<br />
the facilities, while 119.310 hours of OHS training was<br />
provided to 19.352 employees in Ere¤li and similar<br />
trainings in Iskenderun totaled 48.721 hours throughout<br />
the year. Furthermore, following 3 months of intensive<br />
preparations, 15 new training courses were added to<br />
our OHS curriculum, with particular focus on establishing<br />
a more OHS conscious culture among our employees.<br />
In terms of facility upgrades, Erdemir fire detection and<br />
warning system was modernized in 2007.<br />
As a result of all our ongoing efforts, our TS 18001<br />
Occupational Health and Safety Management System<br />
Certificate was renewed at Ere¤li plant in October<br />
2007, following a successful audit of our facilities.<br />
Specific Energy Consumption<br />
at Ere¤li Plant<br />
(MCal/TCS)<br />
5.122<br />
2003<br />
5.125<br />
2004<br />
5.199<br />
4.875 4.734<br />
2005 2006 2007<br />
Energy Management<br />
Considering that steel industry consumes 4-7% of<br />
global energy output, it becomes imperative that a well<br />
established energy management policy needs to be<br />
implemented to ensure sustainability of our industry<br />
while minimizing its effects on the environment in the<br />
long term. Moreover, since energy consumption<br />
constitutes 30% of total operating cost of integrated<br />
plants, reducing energy consumption is clearly an<br />
important means to increasing competitive advantage<br />
for steel companies.<br />
We were able to reduce our specific energy consumption<br />
by 2,9%, lowering it down to 4.734 Mcal/Ton Crude<br />
Steel (TCS) level, thereby achieving the lowest specific<br />
energy consumption ever recorded at our Ere¤li plant.<br />
In addition, with the commissioning of our new 40 MW<br />
capacity steam turbine plant by mid of 2007, we were<br />
able convert previously wasted heat energy into electricity,<br />
providing added value to our bottomline, as well as<br />
significantly reducing our emissions.<br />
Specific Energy Consumption<br />
at ‹skenderun Plant<br />
(MCal/TCS)<br />
7.125<br />
2003<br />
6.420<br />
2004<br />
6.166 6.008 5.805<br />
2005 2006 2007
Similar improvements also took place in ‹skenderun,<br />
as we exceeded our specific energy consumption<br />
reduction target by 145 Mcal/TCS, recording 5.950<br />
Mcal/TCS, lowest figure ever achieved in that facility.<br />
All these accomplishments are aligned with our motto<br />
of doing well while doing good and we were honored<br />
by the recognition of our efforts when both our Ere¤li<br />
and ‹skenderun plants shared the top two rankings in<br />
the “Best Energy Productivity Project in Industry” awarded<br />
by the Ministry of Energy and Natural Sources.<br />
1,78<br />
2003<br />
Specific CO2 Emission<br />
at Ere¤li Plant<br />
(Ton/TCS)<br />
2,09<br />
2004<br />
2,04<br />
1,92 1,88<br />
2005 2006 2007<br />
Environment Management<br />
We strive to hold ourselves accountable to even more<br />
stringent norms compared to existing environmental<br />
regulatory standards in everything we do, demonstrating<br />
our utmost sensitivity to environmental concerns.<br />
We were granted operation license, valid until 2010,<br />
for our Landfill Plant, constructed pursuant to the<br />
Hazardous Waste Control Regulation issued by the<br />
Ministry of Environment and Forestry and in accordance<br />
with the Environmental Impact Evaluation (EIE)<br />
regulations. We also undertook environmental impact<br />
reviews for the Blast Furnace Reline project, as well as<br />
part of coating and galvanizing line feasibility studies.<br />
In collaboration with TUBITAK Bursa Laboratory we<br />
initiated periodic analyses of our waste water.<br />
0,92<br />
2003<br />
Specific SO2 Emission<br />
at Ere¤li Plant<br />
(kg/TCS)<br />
0,28<br />
2004<br />
0,17<br />
0,07<br />
0,12<br />
2005 2006 2007<br />
52
53<br />
Environmentally friendly technologies were selected<br />
for new investments at our ‹skenderun plant as well.<br />
Environmental impact evaluations were prepared and<br />
authorization certificates were obtained from the Hatay<br />
Provincial Environment and Forestry Directorate for<br />
our port upgrading and main dock extension project;<br />
Air Separation Plant No.7, Coal Preparation Plant, Ore<br />
Preparation Plant, Blast Furnace No.3 and Coke Battery<br />
No.4 modernization projects.<br />
Extending our reach beyond our operational sphere<br />
of influence, we participated in “Sulh 2007 Exercise”,<br />
organized by the Undersecretariat for Maritime Affairs<br />
and attended by countries sharing the Black Sea<br />
Coastline, to mitigate oil pollution hazards that might<br />
arise due to an accident in the Black Sea.<br />
57,0<br />
2003<br />
Solid Waste Recycle<br />
Ratio at Ere¤li Plant<br />
(%)<br />
72,4<br />
2004<br />
65,2<br />
70,8<br />
72,0<br />
2005 2006 2007<br />
We presented Erdemir’s Environmental Management<br />
System to a large audience at the 13 th National Quality<br />
Congress, aiming to share best practices among various<br />
industries. We also hosted an iron and steel industry<br />
meeting in November, titled “Air Quality of ‹skenderun<br />
Region” organized by the Ministry of Environment and<br />
Forestry.<br />
Again, in line with our motto of doing well while doing<br />
good, we generated TRY 3,6 million of income in 2007<br />
as a result of collecting and selling value added wastes<br />
(paper, plastic, brick, wood, etc) for recycling.<br />
Recirculation Water Consumption<br />
Ratio at Ere¤li Plant<br />
(%)<br />
85,70<br />
2003<br />
88,90<br />
2004<br />
90,86 91,00 91,23<br />
2005 2006 2007
Quality, Technology and R&D<br />
Thanks to our well defined new product development<br />
initiatives, we introduced 21 new flat steel grades during<br />
2007; increasing total number of Erdemir flat steel<br />
grades offered in our product portfolio up to 325.<br />
Furthermore we demonstrated the high quality of our<br />
products by receiving CE certificate for our products<br />
used in pressure equipment manufacturing, successfully<br />
completed interim audit for our already existing CE<br />
certification for construction grade products, and obtained<br />
manufacturing approval certificates issued by ABS<br />
(American Lloyd), BV (French Lloyd), LR (British Lloyd)<br />
and TL (Turkish Lloyd) institutions for our heavy plate<br />
products used in shipbuilding.<br />
Both long and flat product quality improvement targets<br />
were achieved at Iskenderun plant, while we rapidly<br />
increased the number of slab grades up to 29 with the<br />
commissioning of Slab Casting Plant No.1. 13 new<br />
billet grades were also introduced, hence totaling 185<br />
grades offered to our customers.<br />
Information Systems<br />
One of the major initiatives undertaken by our<br />
information technologies group based in the Ere¤li<br />
plant was to modify Erdemir-Online infrastructure and<br />
custom develop software to allow for centralized sales<br />
of flat and long products.<br />
We also modified our wide area network infrastructure<br />
to establish a secured data connection with various<br />
banks. Other projects managed by our information<br />
systems group include installing a plant maintenance<br />
management software in Erdemir Maden, and<br />
production management system integration among<br />
various new facilities at ‹skenderun plant.<br />
Our technology group based in ‹skenderun installed a<br />
new warehouse management system for long products<br />
in Iskenderun, enabling real time tracing capability of<br />
inventory handling operations.<br />
54
55<br />
Total Quality Activities<br />
Having started our journey in total quality management<br />
more than 15 years ago, continuous improvement and<br />
striving for excellence is ingrained in all of our employees<br />
in every Erdemir Group company.<br />
Our total quality management approach is structured<br />
according to the EFQM (European Foundation for<br />
Quality Management) model. In addition to the ISO<br />
EN 9001:2000 Quality Management System, ISO EN<br />
14001 Environment Management System and 18001<br />
Occupational Health and Safety Management System<br />
in Ere¤li plant, the ISO / TS 16949 Automotive Industry<br />
Quality Management Specification compliance certificate<br />
was also obtained in 2007 as a result of customer<br />
focused improvement activities.<br />
ISO 9001:2000 Quality Management System certificate<br />
renewal, as well as TS 18001 Occupational Health<br />
and Safety Management and ISO 14001 Environment<br />
Management Systems interim audits were successfully<br />
completed at our ‹skenderun plant.<br />
Our Steel Service Center has ISO EN 9001:2000<br />
Certificate, while Erdemir Romania has both ISO EN<br />
9001:2000 Quality Management System and ISO EN<br />
14001 Environment Management System Certificates.<br />
In 2007, Erdemir Romania also obtained 18001<br />
Occupational Health and Safety Management System<br />
Certificate.<br />
As part of our ongoing efforts to share best practices<br />
among group companies, our Ere¤li team helped<br />
ERENCO for its ISO 9001:2000 Quality Management<br />
System Certificate and to ÇELBOR for its API 5L and<br />
5CT Monogram Certificate applications, both endeavors<br />
resulting in the successful issuance of those certificates.
Corporate Social Responsibility<br />
Activities<br />
As one of the largest enterprises in Turkish economy,<br />
Erdemir Group acts as a role model for other entities<br />
and plays an important role in improving the society’s<br />
quality of life by contributing to and supporting the fields<br />
of education, health, arts and sports, especially in areas<br />
where our facilities are located in.<br />
We continued our contributions to upgrade education<br />
and health institutions, to support charities, as well as<br />
to sponsor arts and sport events, and scientific research<br />
of the universities. Many internship opportunities were<br />
also provided for university and vocational high school<br />
students.<br />
Erdemir Group companies supported the <strong>OYAK</strong> Group<br />
High School Mathematics Competition nationwide, and<br />
a photography competition for university students<br />
entitled “Steel and Life” was organized by Ere¤li plant,<br />
while a chess tournament was organized for primary<br />
school, high school and vocational high school students<br />
by Erdemir Maden.<br />
Ere¤li and ‹skenderun facilities also proudly sponsor<br />
their own sports clubs, which also helps strengthen<br />
the bonds among our employees as they get together<br />
to cheer for their teams.<br />
Also, as part of our responsibility to timely inform the<br />
public about all material events in our group companies,<br />
we regularly published and distributed our corporate<br />
newspaper and magazine, as well as scheduling press<br />
and analyst meetings, and plant tours.<br />
As a clear demonstration of how socially responsible<br />
culture is ingrained in Erdemir Group, our employees<br />
participated at record levels in blood donation<br />
campaigns, organized by the Turkish Red Crescent on<br />
our premises. They also participated in rescue activities<br />
following natural disasters near our Ere¤li and ‹skenderun<br />
plants.<br />
56
Corporate Governance, an integral part<br />
of our corporate culture, is a must in<br />
preserving shareholder confidence.
Corporate<br />
Governance
59<br />
CORPORATE GOVERNANCE<br />
IN <strong>ERDEM‹R</strong> GROUP<br />
Starting from the date of its establishment, Ere¤li Demir<br />
ve Çelik Fabrikalar› T.A.fi. always acted as a role model<br />
in Turkish industry due to its capital structure and the<br />
stringent provision clauses of its Articles of Association.<br />
As a result, Erdemir Group’s corporate culture was<br />
formed with foremost responsibility towards its<br />
shareholders with special emphasis on assuring<br />
transparency, and applying the most stringent ethical<br />
and legal norms.<br />
COMPLIANCE WITH THE CORPORATE<br />
GOVERNANCE PRINCIPLES<br />
I. RELATIONS WITH SHAREHOLDERS<br />
As a publicly traded company with a broad shareholderbase,<br />
we actively manage our relations with our<br />
shareholders, corporate investors and analysts by<br />
regularly organizing national and international investor<br />
meetings, by publicly disclosing all material events, and<br />
by fulfilling our legal obligations to the related regulatory<br />
bodies, such as the Istanbul Stock Exchange (ISE) and<br />
the Capital Markets Board (CMB), while quickly<br />
responding to inquiries from our shareholders, analysts<br />
and portfolio managers.<br />
Amendments to the Articles of Association<br />
FORMER TEXT<br />
Article VII- (amended article announced in the<br />
08.08.2005 dated and 6363 numbered Turkish Trade<br />
Registry Gazette) The registered capital of the Company<br />
is TL 700 trillion. The Board of Directors may, if it<br />
considers such action expedient, increase the issued<br />
capital subject to the conditions provided for herein<br />
by issuing shares with a nominal value of TL 500 up<br />
to the amount of the registered capital of the Company<br />
as all such issued shares shall be payable to bearer.<br />
The Board of Directors has the authority to issue shares<br />
over their par value.<br />
Each share of the shares of stock bears 2 voting rights.<br />
But the Public Sector has 1 voting right for each of its<br />
half of the shares. (The Public Sector means any<br />
Ministry or subdivision of the Republic of Turkey or<br />
any person or entity which is under the effective control<br />
as to the management and direction of the Government<br />
of Turkey.)<br />
General Assembly<br />
The Ere¤li Demir ve Çelik Fabrikalar› T.A.fi. General<br />
Meeting is held once a year within 3 months of the<br />
financial year end. When the Board of Directors sets<br />
a date for a General Meeting, such date is notified to<br />
both the CMB and ISE. All of our shareholders are<br />
invited to the General Assembly via our Company web<br />
page while the media is also informed in writing of the<br />
agenda. Our 2007 Ordinary General Meeting was held<br />
on 22.03.2007 with 49,3% of the shares being<br />
represented. Balance Sheet, Income Statement, Board<br />
of Directors and Audit Reports for 2006 were made<br />
available for our shareholders’ inspection at the<br />
Company’s Head Office and regional offices<br />
commencing from 07.03.2007. Copies of such reports<br />
were also provided to shareholders on request.<br />
During the 2007 Ordinary General Meeting, four<br />
shareholders asked questions concerning the company’s<br />
performance and strategies which were duly answered<br />
by the relevant company directors as designated by<br />
the Chairman. The General Meeting minutes and a list<br />
of the attendees were published on our Company<br />
website.<br />
NEW TEXT<br />
Article VII- The registered capital of the Company is<br />
TRY 700 million. The Board of Directors may, if it deems<br />
necessary, increase the issued capital subject to the<br />
conditions provided for herein by issuing bearer shares<br />
each with a nominal value of Nkr 1 up to the amount<br />
of the registered capital of the Company.<br />
The Board of Directors has the authority to issue shares<br />
over their par value.<br />
Each share of the shares of stock bears 2 voting rights.<br />
But the Public Sector has 1 voting right for each of its<br />
half of the shares. (The Public Sector means any Ministry<br />
or subdivision of the Republic of Turkey or any person<br />
or entity which is under the effective control as to the<br />
management and direction of the Government of<br />
Turkey).
Amendments to the Articles of Association<br />
FORMER TEXT<br />
The share certificates shall be issued both in Turkish<br />
and English.<br />
Within the registered capital limit the Board of Directors<br />
is authorized to issue share certificates against Appraisal<br />
Surplus that is calculated and determined according to<br />
the repeating article 298 and amendment provisions<br />
of Tax Procedure Law Number 213.<br />
The issued capital of the Company is TL<br />
487.872.000.000.000 totally paid in divided into 975<br />
Billion 744 Million shares with a nominal value of TL<br />
500 each. TL 307.200.000.000 of these shares are<br />
registered TL 487.564.800.000.000 thereof are made<br />
up of bearer shares. (*)<br />
This capital shall be divided as Group A and Group B.<br />
20 registered share equals to TL 10.000 shall be Group<br />
A whereas 975.743.999.980 shares equal to TL<br />
487.871.999.990.000 shall be Group B. In addition<br />
to all its rights to be valid until the High Board of<br />
Privatization rules contrary there shall be a right of<br />
usufruct established on Group A shares. All the voting<br />
rights related to the Group A shares shall be enjoyed<br />
by the usufructuary. (“Usufructuary rights”)<br />
For the share certificates to be issued at the Board of<br />
Directors’ decision, a prospectus shall be issued by the<br />
The Board of Directors according to the regulations of<br />
the Capital Market Board and shall publish this. These<br />
share certificates shall be presented to the undertakings<br />
of private investors both in Turkey and abroad provided<br />
that the legislation of the related countries shall not be<br />
violated.<br />
The Board of Directors sell the share certificates to be<br />
issued pursuant to this article on the condition that the<br />
price of share certificates are fully paid in cash.<br />
The Board of Directors when it considers it necessary<br />
is authorized to issue ordinary and convertible bonds.<br />
NEW TEXT<br />
The issued capital of the Company is TRY 487.872.000<br />
totally paid and divided into 48.787.200.000 shares<br />
with a nominal value of NKr 1 each. 1 NKr of these<br />
shares are registered TRY 487.871.999,99 thereof are<br />
made up of bearer shares. (*)<br />
According to the Turkish Commercial Code enacted<br />
entailing amendment under the law number 5274, the<br />
par value of the share was altered from TL 500 to NKr<br />
1. As a consequence the total number of shares<br />
decreased and in exchange for 20 shares of TL 500<br />
par value each 1 share of NKr 1 shall be handed out.<br />
All the rights pertaining to the shares owned in this<br />
context are reserved. Shares representing the capital<br />
are monitored in the framework of dematerialization<br />
element.<br />
This capital shall be divided as Group A and Group B.<br />
1 registered share equals to YKr 1 shall be Group A<br />
whereas 48.787.199.999 shares equal to TRY<br />
487.871.999,99. shall be Group B bearer shares. In<br />
addition to all its rights to be valid until the High Board<br />
of Privatization rules contrary there shall be a right of<br />
usufruct established on Group A shares. All the voting<br />
rights related to the Group A shares shall be enjoyed<br />
by the usufructuary. (“Usufructuary rights”)<br />
The Board of Directors when it considers it necessary<br />
is authorized to issue ordinary and convertible bonds.<br />
60
61<br />
Dividend Distribution Policy<br />
and Time<br />
Our Company's dividend distribution policy is covered<br />
by article XIII of the Articles of Association. In compliance<br />
with current provisions and the relevant item of the<br />
Articles of Association and as dictated by Corporate<br />
Governance Principles, a consistent balance is sought<br />
between the interests of shareholders, and the<br />
Company’s resource requirements in determining the<br />
ratio of net profit that is to be distributed to shareholders<br />
in the form of cash and/or bonus shares.<br />
Transfer of Shares<br />
There is no limitation to the transfer of shares of our<br />
Company and provisions of the Turkish Commercial<br />
Code are applicable.<br />
II. PUBLIC DISCLOSURE AND<br />
TRANSPARENCY<br />
Although our stock is traded in Istanbul Stock Exchange,<br />
we consider ourselves accountable to the global investor<br />
community and therefore Ere¤li Demir ve Çelik Fabrikalar›<br />
T.A.fi. voluntarily compiles its reports according to<br />
international financial reporting standards and we<br />
publish our financial performance in our Company<br />
website, demonstrating our belief in transparency.<br />
As part of its responsibility as a public company, our<br />
Company immediately notifies its investors and the<br />
public of all material events. All amendments and<br />
developments are continuously updated and shared<br />
with the public. Our Company disclosed 16 material<br />
events in 2007. An e-mail address was assigned for<br />
investors’ use.<br />
Managerial staff with access to material information<br />
that can affect the market value of the Company are<br />
obliged to publicly disclose their transactions should<br />
they make use of capital market instruments issued<br />
by the Company.<br />
III. BENEFICIARIES<br />
Our Company is aware that the fundamental driver of<br />
competitive advantage is that of human resources.<br />
Employee satisfaction and motivation are assured by<br />
applying a fastidious policy during recruitment and<br />
performance evaluation processes.<br />
Fully believing in the fact that sustaining our strong<br />
presence depends on social prosperity, our Company<br />
fulfills its responsibilities for its social environment.<br />
IV. BOARD OF DIRECTORS<br />
The Company Board of Directors is comprised of a<br />
total of 9 members, 3 of whom were elected to office<br />
for a period of 3 years, 3 elected for 2 years and 3<br />
elected for 1 year. The Chairman of the Board and the<br />
Deputy Chairman are both Managing Directors and<br />
the Company's President and Chief Exeutive Officer is<br />
a Board Member. Furthermore there are two auditors.<br />
While the Board of Directors is responsible for the<br />
overall administration of the Company and control of<br />
Company business and activities, President is appointed<br />
to the Board on the condition that at least one member<br />
of the Board of Directors is given authority to represent<br />
the Company.<br />
Two thirds majority is required for decisions to take<br />
effect during Board Meetings.
An Audit Committee was established within the Board<br />
of Directors, responsible for overseeing the preparation,<br />
inspection and approval of financial statements and<br />
annual reports.<br />
The Board of Directors convened 16 times in 2007.<br />
Changes to the Board of Directors during 2007 are as<br />
follows:<br />
Board Member Metin Kilci left his position on December<br />
31, 2006 and Gülefflan Demirbafl was elected in his<br />
place on January 1, 2007.<br />
Statutory Auditor Ömer Duman left his position on<br />
January 31, 2007 and Dilek Sad›ko¤lu was elected in<br />
his place on February 5, 2007.<br />
Statutory Auditor Nurhan Ozdamar left her position on<br />
March 22, 2007 and Fatma Canl› was elected in her<br />
place on the same date.<br />
Internal Control Mechanism<br />
Active auditing and control of the Company management<br />
is carried out by the Internal Audit Board, the tasks and<br />
authority of which are defined by a specific corporate<br />
regulation.<br />
Ethical Standards<br />
Employee guidelines include ethical rules such as<br />
accountability, supportiveness of company interests,<br />
and confidentiality, as well as regulating various subjects<br />
such as supervisor - subordinate relations, relations<br />
with customers and suppliers.<br />
RISK MANAGEMENT<br />
Since our Company is sourcing most of its raw materials<br />
from international markets and is currently undertaking<br />
one of the largest investments recorded in Turkish<br />
economy, it draws foreign exchange loans, mostly in<br />
US Dollars, from the national and international markets.<br />
Taking this fact into consideration, Erdemir Group<br />
commenced corporate risk management activities at<br />
the end of 2007 by establishing “Consolidation and<br />
Group Risk Management Center” in order to<br />
systematically measure and manage all market related<br />
and financial risks.<br />
Our goal is to determine the potential magnitude and<br />
impact of any possible negative operational and financial<br />
deviations between our forecasts and actual performance<br />
and subsequently take proactive precautions to mitigate<br />
these risks.<br />
Following subjects are within the scope of our Risk<br />
Management concerns:<br />
• Determining the Risk Management policy and enabling<br />
this policy to become a part of our corporate culture<br />
• Managing foreign exchange rate, interest, parity and<br />
liquidity risks<br />
• Establishing audit and reporting structure related to<br />
Risk Management<br />
• Enabling the Risk Management function to become<br />
a strategic parameter for improving the effectiveness<br />
of all management processes<br />
62
Our Group posted TRY 679,4 million<br />
of net profit in 2007.
Financial<br />
Report
FINANCIAL REPORT<br />
Erdemir Group again performed strongly during its second year under <strong>OYAK</strong> ownership. Significant progress has been accomplished in<br />
Turkey’s largest industrial capital expenditures program, while business process and organizational restructuring efforts were accelerated.<br />
Such improvements reflected positively on two years’ financial results.<br />
Consolidated net sales revenue rose by 11,2%, reaching TRY 5.454 million . Net operating profit was TRY 802 million, nearly the same<br />
level for 2006. EBITDA, an important financial metric, reached TRY 1.143 million by increasing 2,9% yoy. In conclusion, net profit for<br />
the period was TRY 679 million which is slightly below the record level of 2006.<br />
Despite intensive investment activities, 2007 was the second year in succession that ‹skenderun facilities ever posted profits as the<br />
company contributed TRY 245 million to our bottomline.<br />
Flat steel production and sales at Ere¤li plant, reached 4.206 tons with 8% growth and 4.295 tons with 10% growth respectively.<br />
Production output, including slabs at ‹skenderun plant soared by 17% yoy. In addition, iron ore and pellet production increased by 7%.<br />
TRY revalued against the USD by 17% during 2007, which in turn offset the positive effect of price increases, impairing our balance<br />
sheet. Despite escalating competition and rising raw material prices, Erdemir Group remained on track. Intensifying its efforts towards<br />
becoming a regional power, the Group relentlessly continued to improve its already impressive productivity and quality levels at Ere¤li<br />
facilities, and is about to complete its transformation and capacity enlargement investments at ‹skenderun. Total capital expenditures at<br />
both sites totaled USD 947 million in 2007.<br />
Investment Incentives<br />
Ere¤li Plant<br />
During 2007, 294 thousand tons of HRC worth USD 186,6 million and 195,4 thousand tons of CRC worth USD133,1 million were<br />
exported under the IPAC (Inward Processing Allowance Certificate) Scheme. Likewise, 452,2 thousand tons of iron ore worth USD 29,6<br />
million; 503,4 thousand tons of pellet worth USD 35,2 million; 1,8 thousand tons of ferro-alloys worth USD 2,1 million and some other<br />
supplies worth USD1,4 million were imported as customs exempt.<br />
In addition, during the same period TRY 20,6 million VAT exemption and TRY 1,2 million customs duty exemption were obtained on<br />
imports.<br />
‹skenderun Plant<br />
The transformation and modernization investments at ‹skenderun are conducted under an Investment Incentive Certificate valid until<br />
August 28, 2009, securing 100% VAT and customs duty exemption. In 2007, VAT and customs duty exemption totaled TRY 60 million<br />
and TRY 7,6 million, respectively.<br />
Under IPAC 136 thousand tons of billet, 114 thousand tons of wire rod, 36 thousand tons of pig iron and 4 thousand tons of ribbed<br />
iron were exported, whereas 1.761 thousand tons of ferrous material and 28 thousand tons of ferro-alloys were imported.<br />
65
THE AUDITOR’S REPORT ON FINANCIAL STATEMENTS<br />
To the Board of Directors of<br />
ERE⁄L‹ DEM‹R VE ÇEL‹K FABR‹KALARI T.A.fi.<br />
DTR Ba¤›ms›z Denetim ve<br />
Serbest Muhasebeci<br />
Mali Müflavirlik A.fi.<br />
Armada ‹fl Merkezi<br />
A Blok Kat:7 No.8<br />
06510 Sö¤ütözü,<br />
Ankara, Türkiye<br />
Tel.: (312) 295 47 00<br />
Fax: (312) 295 47 47<br />
www.deloitte.com.tr<br />
1. We have audited the accompanying consolidated balance sheet of Ere¤li Demir ve Çelik Fabrikalar› T.A.fi. (the<br />
“Company”) and its subsidiaries (together the “Group”) as of December 31, 2007, and the consolidated<br />
income statement, consolidated statement of changes in equity and consolidated cash flows statement for<br />
the year then ended, and a summary of significant accounting policies and other explanatory notes.<br />
Responsibility of Management for the Financial Statements<br />
2. The Company’s management is responsible for the preparation and fair presentation of these financial<br />
statements in accordance with accounting standards published by the Capital Markets Board (“CMB”). This<br />
responsibility includes: designing, implementing and maintaining internal control relevant to the preparation<br />
and fair presentation of financial statements that are free from material misstatements, whether due to fraud<br />
or error; selecting and applying appropriate accounting policies; and making accounting estimates that are<br />
reasonable in the circumstances.<br />
Auditors' Responsibilities<br />
3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted<br />
our audit in accordance with auditing standards published by CMB. Those standards require that we comply<br />
with relevant ethical requirements and plan and perform the audit to obtain reasonable assurance whether<br />
the financial statements are free of material misstatement.<br />
4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the<br />
financial statements. The procedures selected depend on our judgment, including the assessment of the risks<br />
of material misstatement of the financial statements, whether due to fraud or error. In making those risk<br />
assessments, we consider internal control relevant to the entity's preparation and fair presentation of the<br />
financial statements in order to design audit procedures that are appropriate in the circumstances, but not<br />
for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also<br />
includes evaluating the appropriateness of accounting principles used and the reasonableness of accounting<br />
estimates made by management, as well as evaluating the overall presentation of the financial statements.<br />
5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our<br />
audit opinion.<br />
Member of<br />
Deloitte Touche Tohmatsu
6. CMB’s Communiqué Serial: XI No: 25 “Communiqué on Accounting Standards in the Capital Market” (the<br />
“Communiqué”) and its supplementary communiqués with some amendments are effective as of the first<br />
interim financial statements ending after January 1, 2005. The Company prepared its consolidated financial<br />
statements as of March 31, 2005, June 30, 2005 and September 30, 2005 in accordance with the related<br />
Communiqué. However, the Communiqué declared that as an alternative, the application of International<br />
Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (“IASB”) and the<br />
International Accounting Standards Committee (“IASC”) shall be counted as in compliant with the CMB’s<br />
financial reporting standards. Based on CMB letter sent to the Company’s management on 7 March 2006<br />
and numbered SPK.017/83-3483, instead of Communiqué XI No: 25, the Company prepared its annual<br />
consolidated financial statements as of December 31, 2005 in accordance with IFRS, excluding the necessary<br />
restatement adjustments to be made in accordance with IAS 29 “Financial Reporting in Hyperinflationary<br />
Economies”, and announced to the public.<br />
Because of the preparation of the Company’s consolidated financial statements as of December 31, 2005<br />
in accordance with a new set of accounting standards (IFRS) instead of the standard (Cominiqué XI:No:25)<br />
applied in the interim periods of 2005 resulted in a significant impact on the net profit for the year (TRY<br />
152.329.914), CMB, based on the CMB letter sent to the Company’s management numbered B.02.1.SPK.0.13-<br />
855-7484 by its decision No: 21/526 on May 5, 2006, decided that, the Company’s consolidated financial<br />
statements as of December 31, 2005 should be revised and publicly disclosed, in accordance with the set<br />
of accounting standards that were used in the interim periods and should be immediately presented to the<br />
General Assembly for approval.<br />
The Company filed an annulment lawsuit in 11 th Administrative Court of Ankara to suspend the execution of<br />
CMB’s decision taken at CMB meeting No: 21/526 dated May 5, 2006. The court rejected the demand on<br />
July 13, 2006 and the appeal to this decision was also rejected on July 20, 2006 with the affirmation of two<br />
members and reasoned refusal of one member of the court. 11 th Administrative Court of Ankara has also<br />
decided to reject lawsuit with its decision numbered E. 2006/1396; K. 2007/494 dated 29.03.2007. On<br />
11.10.2007, the Company has appealed this decision which was declared to the Company on 18.09.2007.<br />
The judicial process in the 13 th Chamber of the State Council with file number of 2007/13762 is still continuing.<br />
On the other hand, the Privatization Administration has filed a lawsuit in 3 rd Commercial Court of Ankara against<br />
the Company on May 1, 2006 to request the cancellation of the Company’s General Assembly’s resolution<br />
on March 30, 2006 regarding the dividend distribution. This case is also still pending.<br />
Due to the Company’s considerations that there was a permission of CMB about “Application of IFRS on<br />
financial statements prepared in 2005” numbered B.02.1.SPK.0.17/83-3483 dated March 7, 2006 and the<br />
related lawsuits are also in progress, the Company has not fulfilled CMB’s request and consequently CMB<br />
restated the Company’s consolidated financial statements as of December 31, 2005 by adding negative<br />
goodwill of TRY 152.329.914, which was previously classified into the retained earnings, to the profit for the<br />
year ended December 31, 2005, and made the necessary disclosure to the public by publishing it in the<br />
‹stanbul Stock Exchange (‹SE) bulletin dated August 15, 2006.<br />
Member of<br />
Deloitte Touche Tohmatsu
The Company has also filed a new annulment lawsuit in the 10 th Administrative Court of Ankara on<br />
October 10, 2006 against CMB’s restatement of consolidated financial statements as of December 31, 2005<br />
on August 15, 2006. Later, the lawsuit has been forwarded to the 11 th Administrative Court of Ankara. The<br />
11 th Administrative Court of Ankara has rejected this lawsuit with the decision numbered E.2006/2548;<br />
K.2007/1071 dated 25.06.2007. This decision has been declared to the Company on 18.09.2007 and the<br />
Company has appealed this decision on 11.10.2007 with a demand of “Suspension of Execution”. The judicial<br />
process within the framework of the 13 th Chamber of the State Council and numbered as 2007/13724 is<br />
still in progress and the Chamber has accepted the annulment filed against the decision of the 11 th Administrative<br />
Court of Ankara numbered E.2006/2548; K.2007/1071 dated 25.06.2007 and disputed action, by its decision<br />
numbered 2007/13724 and dated 04.12.2007.<br />
Had the Company started to prepare its consolidated financial statements in accordance with IFRS after<br />
December 31, 2005, it would also have to present the comparative financial statements in accordance with<br />
IFRS based on IFRS 1: First-time adoption of International Financial Reporting Standards and the previously<br />
recognized negative goodwill would be transferred directly to retained earnings on January 1, 2005 instead<br />
of recognizing in income statement in accordance with IFRS 3: Business Combinations. Therefore because<br />
of the above-mentioned reasons, net profit for the year ended December 31, 2007 and 2006 will not be<br />
affected from above mentioned disputes.<br />
Based on the above mentioned reasons, the Company did not make any adjustments in the accompanying<br />
consolidated financial statements for the possible effects of changes in the net profit for the year ended<br />
December 31, 2005 due to the above-mentioned lawsuits and expects the resolution of these pending<br />
lawsuits.<br />
Opinion<br />
7. In our opinion, except for the effect on the financial statements of the matter referred to in the paragraph 6,<br />
the financial statements present fairly, in all material respects the financial position of Ere¤li Demir ve Çelik<br />
Fabrikalar› T.A.fi. and its subsidiaries as of December 31, 2007, and of its financial performance and its cash<br />
flows for the year then ended in accordance with the financial reporting standards issued by CMB.<br />
‹stanbul, February 28, 2008<br />
DRT BA⁄IMSIZ DENET‹M VE SERBEST MUHASEBEC‹ MAL‹ MÜfiAV‹RL‹K A.fi.<br />
Member of DELOITTE TOUCHE TOHMATSU<br />
Berkman Özata<br />
Partner<br />
Member of<br />
Deloitte Touche Tohmatsu
ASSETS<br />
ERE⁄L‹ DEM‹R VE ÇEL‹K FABR‹KALARI T.A.fi.<br />
CONSOLIDATED BALANCE SHEET AS AT DECEMBER 31, 2007<br />
(Amounts are expressed as New Turkish Lira (TRY) unless otherwise stated.)<br />
Note December 31, 2007 December 31, 2006<br />
Current Assets 3.233.086.753 3.195.645.990<br />
Cash and Cash Equivalents 4 586.242.691 756.989.078<br />
Marketable Securities – net 5 499.920 525.787<br />
Trade Receivables – net 7 793.204.236 755.130.107<br />
Finance Lease Receivables – net 8 - -<br />
Due From Related Parties – net 9 132.988.297 54.737.803<br />
Other Receivables – net 10 56.029.430 60.335.650<br />
Biological Assets – net 11 - -<br />
Inventories – net 12 1.436.192.534 1.382.264.142<br />
Receivables from Ongoing Construction Contracts – net 13 - -<br />
Deferred Tax Assets 14 - -<br />
Other Current Assets 15 227.929.645 185.663.423<br />
Long Term Assets 6.396.159.397 5.469.450.422<br />
Trade Receivables – net 7 3.509.986 5.060.166<br />
Finance Lease Receivables – net 8 - -<br />
Due From Related Parties – net 9 - -<br />
Other Receivables – net 10 153.568 531.270<br />
Financial Assets – net 16 37.119.746 43.404.515<br />
Positive/(Negative) Goodwill – net 17 - -<br />
Investment Property – net 18 30.870.315 30.870.315<br />
Property, Plant and Equipment - net 19 6.092.546.342 5.178.981.283<br />
Intangible Assets – net 20 53.148.138 48.237.506<br />
Deferred Tax Assets 14 178.811.302 162.364.504<br />
Other Long Term Assets 15 - 863<br />
TOTAL ASSETS 9.629.246.150 8.665.096.412<br />
69<br />
The accompanying notes form an integral part of these financial statements.
LIABILITIES<br />
ERE⁄L‹ DEM‹R VE ÇEL‹K FABR‹KALARI T.A.fi.<br />
CONSOLIDATED BALANCE SHEET AS AT DECEMBER 31, 2007<br />
(Amounts are expressed as New Turkish Lira (TRY) unless otherwise stated.)<br />
Note December 31, 2007 December 31, 2006<br />
Short Term Liabilities 1.541.797.583 1.426.389.387<br />
Short Term Borrowings – net 6 121.215.253 440.272.425<br />
Short Term Portions of Long Term Borrowings – net 6 404.496.509 100.590.644<br />
Finance Lease Payables – net 8 194.946 -<br />
Other Financial Liabilities – net 10 6.755.592 5.158.711<br />
Trade Payables – net 7 575.978.496 370.939.893<br />
Due to Related Parties 9 35.087.265 18.797.315<br />
Advances Received 21 101.644.922 195.351.765<br />
Ongoing Construction Progress Payments – net 13 - -<br />
Provisions 23 189.191.535 177.356.178<br />
Deferred Tax Liabilities 14 - -<br />
Other Liabilities – net 15 107.233.065 117.922.456<br />
Long Term Liabilities 1.924.192.642 1.707.448.097<br />
Long Term Borrowings – net 6 1.779.880.462 1.522.284.347<br />
Finance Lease Payables – net 8 216.372 -<br />
Other Financial Liabilities – net 10 - -<br />
Trade Payables – net 7 - 80.687.979<br />
Due to Related Parties 9 - -<br />
Advances Received 21 - -<br />
Provisions 23 107.716.254 88.452.318<br />
Deferred Tax Liabilities 14 35.577.814 15.492.187<br />
Other Liabilities – net 15 801.740 531.266<br />
Minority Interests 24 158.814.688 132.026.389<br />
SHAREHOLDERS’ EQUITY 6.004.441.237 5.399.232.539<br />
Capital 25 844.018.500 487.872.000<br />
Treasury Shares 25 (26.004.662) (15.031.598)<br />
Capital Reserves 2.274.348.053 2.273.449.831<br />
Premium in Excess of Par 26 112.766.677 112.766.677<br />
Gain on Cancellation of Equity Shares 26 - -<br />
Revaluation Fund 26 17.979.124 17.514.373<br />
Revaluation Fund on Financial Assets 26 - -<br />
Inflation Adjustment of Shareholders’ Equity Items 26 2.143.602.252 2.143.168.781<br />
Profit Reserves 804.307.697 665.559.259<br />
Legal Reserves 27 151.524.628 114.745.182<br />
Statutory Reserves 27 405.033.456 301.039.045<br />
Extraordinary Reserves 27 249.696.392 249.696.392<br />
Special Reserves 27 78.640 78.640<br />
Gain on Sale of Assets and Equity Participations’ Shares<br />
which will be Transferred to Capital 27 - -<br />
Currency Translation Reserve 27 (2.025.419) -<br />
Net Profit for the Period/Year 679.425.900 684.864.908<br />
Retained Earnings 28 1.428.345.749 1.302.518.139<br />
TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES 9.629.246.150 8.665.096.412<br />
The accompanying notes form an integral part of these financial statements<br />
70
ERE⁄L‹ DEM‹R VE ÇEL‹K FABR‹KALARI T.A.fi.<br />
CONSOLIDATED STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 2007<br />
OPERATING INCOME<br />
(Amounts are expressed as New Turkish Lira (TRY) unless otherwise stated.)<br />
January 1, – January 1, –<br />
Note December 31, 2007 December 31, 2006<br />
Sales Revenue – net 36 5.453.504.011 4.902.266.406<br />
Cost of Sales (-) 36 (4.433.155.312) (3.897.165.868)<br />
Service Income – net 36 - -<br />
Other Operating Income – net 36 - -<br />
GROSS PROFIT 1.020.348.699 1.005.100.538<br />
Operating Expenses (-) 37 (217.908.821) (190.899.443)<br />
NET OPERATING PROFIT 802.439.878 814.201.095<br />
Other Income and Gains 38 221.810.553 208.326.322<br />
Other Expense and Losses (-) 38 (105.970.512) (127.033.940)<br />
Finance Expense (-) 39 (95.767.016) (107.610.128)<br />
OPERATING PROFIT 822.512.903 787.883.349<br />
Net Monetary Gain / Loss (-) 40 - -<br />
Minority Interest’s Share on Period Profit 24 (24.799.837) (27.364.399)<br />
PROFIT BEFORE TAXATION 797.713.066 760.518.950<br />
Taxation 41 (118.287.166) (75.654.042)<br />
PROFIT FOR THE PERIOD 679.425.900 684.864.908<br />
EARNINGS PER SHARE 42 0,8050 0,8114<br />
71<br />
The accompanying notes form an integral part of these financial statements.
ERE⁄L‹ DEM‹R VE ÇEL‹K FABR‹KALARI T.A.fi.<br />
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEAR ENDED DECEMBER 31, 2007<br />
(Amounts are expressed as New Turkish Lira (TRY) unless otherwise stated.)<br />
Changes in<br />
Balance as of Transfers to Dividends Minority Translation Net Profit for Balance as of<br />
January 1, 2007 Reserves Shares Difference the Period December 31, 2007<br />
Capital 487.872.000 356.146.500 - - - - 844.018.500<br />
Treasury Shares (15.031.598) (10.973.064) - - - - (26.004.662)<br />
Inflation Adjustment of Shareholders’ 2.143.168.781 - - 433.471 - - 2.143.602.252<br />
Equity Items<br />
Premium in Excess of Par 112.766.677 - - - - - 112.766.677<br />
Translation Difference - - - - (2.025.419) - (2.025.419)<br />
Legal Reserves 114.745.182 36.779.446 - - - - 151.524.628<br />
Statutory Reserves 301.039.045 103.994.411 - - - - 405.033.456<br />
Revaluation Fund 17.514.373 - - - 464.751 - 17.979.124<br />
Special Reserves 78.640 - - - - - 78.640<br />
Extraordinary Reserves 249.696.392 - - - - - 249.696.392<br />
Retained Earnings 1.987.383.047 (485.947.293) (69.507.539) (3.287.185) (295.281) 679.425.900 2.107.771.649<br />
Total 5.399.232.539 - (69.507.539) (2.853.714) (1.855.949) 679.425.900 6.004.441.237<br />
Balance as of Expertise Transfers to Changes in Translation Change in Net Profit Balance as of<br />
January 1, 2006 Adjustment Reserves Dividends Minority Shares Difference Treasury Shares for the Period December 31, 2006<br />
Capital 487.872.000 - - - - - - - 487.872.000<br />
Treasury Shares (15.026.923) - - - - - (4.675) - (15.031.598)<br />
Inflation Adjustment of<br />
Shareholders’ Equity Items 2.143.168.781 - - - - - - - 2.143.168.781<br />
Premium in Excess of Par 112.766.677 - - - - - - - 112.766.677<br />
Legal Reserves 92.124.577 - 22.620.605 - - - - - 114.745.182<br />
Statutory Reserves 254.027.516 - 47.011.529 - - - - - 301.039.045<br />
Revaluation Fund 14.791.236 2.723.137 - - - - - - 17.514.373<br />
Special Reserves 78.640 - - - - - - - 78.640<br />
Extraordinary Reserves 122.895.169 - 126.801.223 - - - - - 249.696.392<br />
Retained Earnings 1.588.732.219 - (196.433.357) (93.542.159) 2.182.675 1.578.761 - 684.864.908 1.987.383.047<br />
Total 4.801.429.892 2.723.137 - (93.542.159) 2.182.675 1.578.761 (4.675) 684.864.908 5.399.232.539<br />
The accompanying notes form an integral part of these financial statements.<br />
72
ERE⁄L‹ DEM‹R VE ÇEL‹K FABR‹KALARI T.A.fi.<br />
CONSOLIDATED STATEMENT OF CASH FLOW FOR THE YEAR ENDED DECEMBER 31, 2007<br />
(Amounts are expressed as New Turkish Lira (TRY) unless otherwise stated.)<br />
CASH FLOWS FROM OPERATING ACTIVITIES<br />
January 1, – January 1, –<br />
Note December 31, 2007 December 31, 2006<br />
Profit before tax and minority interest 822.512.903 787.883.349<br />
Adjustments to reconcile net profit before tax and minority interest to net cash<br />
provided by operating activities<br />
Depreciation and amortization expenses 36/37 340.727.026 296.510.534<br />
Provisions for employee termination benefits 23 27.347.774 28.719.909<br />
Expertise adjustment on fixed assets 19 - 867.787<br />
Share of profit from subsidiaries consolidated<br />
by equity pick-up method 16 (1.559.594) (199.474)<br />
(Profit) / loss from tangible fixed asset sales 38 1.303.320 (4.317.431)<br />
Purchases of financial assets 16 1.963.716 -<br />
Allowance for diminution in value of financial assets 16 4.750.701 (4.479.213)<br />
Provision for doubtful receivables (2.892.928) 1.026.157<br />
Allowance for diminution in value of inventories (3.334.698) (5.973.698)<br />
Change in provisions other then tax provisions 23 25.125.383 18.653.406<br />
Financing expenses 39 95.735.636 77.034.446<br />
Interest collected (93.216.285) (94.690.784)<br />
Accrued exchange (gain )/ loss on loans (176.726.849) 11.317.102<br />
Net cash provided by operating activities before<br />
changes in working capital 1.041.736.105 1.112.352.090<br />
Changes in working capital 43 (126.492.423) (267.908.480)<br />
Interest paid (123.018.240) (141.812.125)<br />
Interest collected 93.216.285 94.690.784<br />
Taxes paid (127.938.363) (122.602.754)<br />
Employee termination benefits paid 23 (8.083.838) (7.674.253)<br />
Cash provided by operating activities 749.419.526 667.045.262<br />
CASH FLOW FROM INVESTING ACTIVITIES<br />
Changes in marketable securities 5 25.867 19.046.589<br />
Purchase of financial assets 16 (3.240) (10.330)<br />
Cash provided by fixed asset sale 19/38 8.708.793 6.831.303<br />
Purchases of tangible fixed assets 19 (1.383.819.963) (1.111.532.829)<br />
Purchases of intangible fixed assets 20 (1.385.655) (618.643)<br />
Cash used in investing activities (1.376.474.198) (1.086.283.910)<br />
CASH FLOW FROM FINANCING ACTIVITIES<br />
Changes in borrowings in trade payables 7 (3.521.352) 67.711.971<br />
Proceeds from loans 1.223.186.170 1.860.060.517<br />
Repayment of loans (691.652.710) (1.236.177.843)<br />
Translation difference (197.969) (285.520)<br />
Dividends paid (69.507.539) (93.542.159)<br />
Changes in treasury shares - (4.675)<br />
Changes in minority interests (865.250) 2.641.673<br />
Cash provided by financing activities 457.441.350 600.403.964<br />
NET CHANGES IN CASH AND CASH EQUIVALENTS (169.613.322) 181.165.316<br />
CASH AND CASH EQUIVALENTS 752.353.961 571.188.645<br />
AT THE BEGINNING OF THE PERIOD<br />
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD 582.740.639 752.353.961<br />
Accrued Interest 3.502.052 4.635.117<br />
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD<br />
INCLUDING ACCRUAL OF INTEREST 4 586.242.691 756.989.078<br />
73<br />
The accompanying notes form an integral part of these financial statements.
ERE⁄L‹ DEM‹R VE ÇEL‹K FABR‹KALARI T.A.fi.<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED<br />
DECEMBER 31, 2007<br />
(Amounts are expressed as New Turkish Lira (TRY) unless otherwise stated.)<br />
NOTE 1 – OPERATIONS AND THE ORGANIZATION OF THE GROUP<br />
Ere¤li Demir ve Çelik Fabrikalar› T.A.fi. and its subsidiaries (the “Group”) comprises of Ere¤li Demir ve Çelik Fabrikalar›<br />
T.A.fi. (the “Company”), as the parent company, and its subsidiaries with the majority of shares of these subsidiaries<br />
are owned by the Company or the Company has significant influence on the management structure.<br />
Ere¤li Demir ve Çelik Fabrikalar› Türk Anonim fiirketi (“Erdemir” or the “the Company”) is a Turkish corporation incorporated<br />
as a joint stock company in 1960. The principal activities of the Company are the manufacturing and production of iron<br />
and steel rolled products, alloy and non-alloy iron, steel and pig iron castings, cast and pressed products, coke and<br />
by-products of all types.<br />
Company’s shares are to be accepted for trading on ‹stanbul Stock Exchange from year 1986.<br />
The operations of the companies included in the consolidation, and the share of the Group’s share capital are as follows:<br />
2007 2006<br />
Share Share<br />
Name of the Company Operation % %<br />
‹skenderun Demir ve Çelik A.fi. Iron and Steel 92,91 91,72<br />
Erdemir Madencilik San. ve Tic. A.fi. Iron Ore 90,00 90,00<br />
Erdemir Çelik Servis Merkezi San. ve Tic. A.fi. Iron and Steel 100,00 100,00<br />
Erenco Erdemir Müh. Yön. ve Dan. Hiz. A.fi. Management and Consultancy 100,00 100,00<br />
Erdemir Romania S.R.L. Iron and Steel 100,00 100,00<br />
Çelbor Çelik Çekme Boru San. ve Tic. A.fi. Iron and Steel 100,00 100,00<br />
Erdemir Lojistik A.fi. Logistic Services 100,00 100,00<br />
ArcelorMittal Ambalaj Çeli¤i San. ve Tic. A.fi.(*) Steel for Packaging 25,00 25,00<br />
(*) ArcelorMittal Ambalaj Çeli¤i San. ve Tic. A.fi.’s financial statements were consolidated by the equity pick-up method.<br />
The Company’s trade registry address is Uzunkum No:7 Karadeniz Ere¤li.<br />
Other financial assets mentioned in Note 16 are not consolidated, since their effects on financial statements are immaterial<br />
or their subsidiary ratios are low.<br />
The number of the personnel based on categories at the end of the period:<br />
December 31, 2007 December 31, 2006<br />
Unit Unit<br />
Monthly paid personnel (A) 3.486 3.385<br />
Hourly paid personnel (B) 9.603 9.811<br />
Candidate worker (C) 1.378 282<br />
Contractual personnel (D) 21 17<br />
Contractual personnel (Contractor) 575 561<br />
TOTAL 15.063 14.056<br />
NOTE 2 – BASIS OF THE FINANCIAL STATEMENTS<br />
2.1 Accounting Standards<br />
The Company and all its subsidiaries in Turkey maintains<br />
its books of account and prepares its statutory financial<br />
statements ("Statutory Financial Statements") in accordance<br />
with accounting principles issued by the Turkish<br />
Commercial Code (the "TCC") and tax legislation<br />
(collectively, "Turkish Practices"). The other subsidiaries<br />
which operate abroad maintain its books of account and<br />
prepare its statutory financial statements according to the<br />
country which they operate in. The Company’s financial<br />
statements were prepared in accordance with the CMB<br />
rules for accounting and reporting (CMB Generally<br />
Accepted Accounting Principles).<br />
74
ERE⁄L‹ DEM‹R VE ÇEL‹K FABR‹KALARI T.A.fi.<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007<br />
CMB published a comprehensive set of accounting<br />
principles in accordance with the Decree Serial: XI, No:<br />
25 on “The Decree for Capital Markets Accounting<br />
Standards”. This decree is applicable for the first interim<br />
financial statements ended subsequent to January 1,<br />
2005 period. Article 5 of the supplementary decree Serial:<br />
XI, No: 27 issued as an amendment to Decree Serial: XI,<br />
No: 25 declared that, as an alternative, the compliance<br />
with the accounting standards issued by the International<br />
Accounting Standards Board (IASB) and the International<br />
Accounting Standards Committee (IASC) will be counted<br />
as in compliance to the CMB Accounting principles stated<br />
in Decree Serial: XI, No: 25.<br />
The accompanying financial statements and notes prepared<br />
in accordance with IFRS, the allowed alternative application<br />
permitted by CMB, are disclosed in accordance with the<br />
required formats announced by the CMB on December<br />
20, 2004.<br />
The Group has prepared its interim financial statements<br />
as of March 31, 2005, June 30, 2005 and December 31,<br />
2005 according to the regulations set out by the CMB’s<br />
Decree Serial:XI, No:25. However, the financial statements<br />
as of December 31, 2005, interim financial statements of<br />
March 31, June 30, and December 31, 2006, annual<br />
financial statements as of December 31, 2006 and interim<br />
financial statements as of March 31, 2007, June 30, 2007<br />
and December 31, 2007, annual financial statement as<br />
of December 31, 2007 have been prepared in accordance<br />
with International Financial Reporting Standards (IFRS) as<br />
an alternative approach as explained above.<br />
The accompanying financial statements and notes prepared<br />
in accordance with IFRS, the allowed alternative application<br />
permitted by CMB, are disclosed in accordance with the<br />
required formats announced by the CMB on December<br />
20, 2004 based on the permission of the CMB’s Statement<br />
No:017/83-3483, on March 7, 2006, stating that: “…As<br />
explained in your letter, if the disclosure of financial<br />
statements prepared in accordance with IFRS, instead of<br />
the CMB’s Communiqué Serial: XI, No: 25 is required,<br />
the 2005 financial statements prepared in accordance<br />
with IFRS should be prepared in compliance with the<br />
accounting standards of our Board. Hence, these financial<br />
statements should only be disclosed if the necessary<br />
restatement adjustments in accordance with IAS 29<br />
“Financial Reporting in Hyperinflationary Economies” are<br />
eliminated and the necessary adjustments in the<br />
comparative financial statements are made.”<br />
2.2 Inflation Accounting<br />
The financial statements for the periods before January<br />
1, 2005 were adjusted with the wholesale price index for<br />
inflation effects based on the International Accounting<br />
Standard 29 (IAS 29) in order to present the changes in<br />
the purchasing power of the Turkish Lira. IAS 29 sets<br />
rules for preparing the financial statements in<br />
hyperinflationary economies. At the CMB meeting<br />
75<br />
(Amounts are expressed as New Turkish Lira (TRY) unless otherwise stated.)<br />
No:11/367 on March 17, 2005, it is declared that the<br />
hyperinflationary period is over in accordance with Article<br />
6 of the Communiqué Serial:XI, No: 20 “Restatement of<br />
Financial Statements in Hyperinflationary Periods”, and<br />
the corresponding article 375 of the Communiqué Serial:XI,<br />
No: 25 “Capital Markets Accounting Standards”, and the<br />
indicators of hyperinflation have been disappeared to a<br />
considerable extent. Thus, the application of inflation<br />
accounting is ceased as of 2005. Therefore, the inflation<br />
accounting is not applied in the financial statements for<br />
the periods after January 1, 2005.<br />
2.3 Consolidation<br />
The consolidated financial statements incorporate the<br />
financial statements of the Group and its subsidiaries<br />
controlled by the Group as explained in Note 1. Adjustments<br />
are made to eliminate intercompany sales and purchases,<br />
intergroup receivables and payables and intergroup equity<br />
investments.<br />
Entities in which the Group, directly or indirectly, has above<br />
50% shareholding or interest of voting rights or otherwise<br />
has power to exercise control over operations, have been<br />
fully consolidated. Control is achieved where the Group<br />
has the power to govern the financial and operating policies<br />
of an investor enterprise so as to obtain benefits from its<br />
activities.<br />
The accounting policies of the subsidiaries included in<br />
consolidation are changed and adopted to the Group’s<br />
accounting policies where necessary. All significant<br />
transactions and balances between the Company and its<br />
consolidated subsidiaries are eliminated on consolidation.<br />
On acquisition, the assets and liabilities of the relevant<br />
subsidiaries are measured at their fair values at the date<br />
of acquisition. The interest of minority shareholders is<br />
stated at the minority's proportion of the fair values of the<br />
assets and liabilities recognized. The results of subsidiaries<br />
acquired or disposed of during the year are included in<br />
the consolidated income statement from the effective date<br />
of acquisition or up to the effective date of disposal, as<br />
appropriate.<br />
Where necessary, adjustments are made to the financial<br />
statements of subsidiaries to bring the accounting policies<br />
used into line with those used by other subsidiaries of the<br />
Group.<br />
Investments in Associates<br />
An associate is an entity over which the Group has<br />
significant influence and that is neither a subsidiary nor an<br />
interest in a joint venture. Significant influence is the power<br />
to participate in the financial and operating policy decisions<br />
of the investee but is not a control or joint control over<br />
those policies.
ERE⁄L‹ DEM‹R VE ÇEL‹K FABR‹KALARI T.A.fi.<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007<br />
The results of operations and assets and liabilities of<br />
associates are incorporated in these financial statements<br />
using the equity method of accounting, except when the<br />
investment is classified as held for sale, in which case it<br />
is accounted for under IFRS 5 Non-current Assets Held<br />
for Sale and Discontinued Operations.<br />
Under the equity method, investments in associates are<br />
carried in the consolidated balance sheet at cost as<br />
adjusted for post-acquisition changes in the Group’s share<br />
of the net assets of the associate, less any impairment in<br />
the value of individual investments. Losses of an associate<br />
in excess of the Group’s interest in that associate (which<br />
includes any long-term interests that, in substance, form<br />
part of the Group’s net investment in the associate) are<br />
not recognized.<br />
Any excess of the cost of acquisition over the Group’s<br />
share of the net fair value of the identifiable assets, liabilities<br />
and contingent liabilities of the associate recognized at<br />
the date of acquisition is recognized as goodwill. Goodwill<br />
is included within the carrying amount of the investment<br />
and is assessed for impairment as part of the investment.<br />
Any excess of the Group’s share of the net fair value of<br />
the identifiable assets, liabilities and contingent liabilities<br />
over the cost of acquisition, after reassessment, is<br />
recognized immediately in profit or loss.<br />
Where a group entity transacts with an associate of the<br />
Group, profits and losses are eliminated to the extent of<br />
the Group’s interest in the relevant associate.<br />
2.4 Prior Period Comparative Information and<br />
Restatement of Prior Periods<br />
To enable the determination of financial condition and<br />
performance trends, the Group prepares the financial<br />
statements comparative to previous period. In order to<br />
comply with the presentation of the current period financial<br />
statements, comparative information are restated when<br />
required and detailed information about restatements are<br />
presented at note 44.<br />
2.5 Offsetting<br />
(Amounts are expressed as New Turkish Lira (TRY) unless otherwise stated.)<br />
Financial assets and liabilities are offset and the net amount<br />
reported in the balance sheet when there is a legally<br />
enforceable right to set off the recognized amounts and<br />
there is an intention to settle on a net basis, or realize the<br />
asset and settle the liability simultaneously.<br />
2.6 Adoption of New and Revised International<br />
Financial Reporting Standards:<br />
In the current year, the Group has adopted all of the new<br />
and revised Standards and Interpretations issued by the<br />
International Accounting Standards Board (“the IASB”)<br />
and the International Financial Reporting Interpretations<br />
Committee (“IFRIC”) of the IASB that are relevant to its<br />
operations and effective for accounting periods beginning<br />
on January 1, 2007. The adoption of these new and<br />
revised Standards and Interpretations has resulted in<br />
changes to the Group’s accounting policies in the following<br />
areas:<br />
IFRS 7, “Financial instruments: Disclosures”<br />
IAS 1, “Presentation of financial statements”<br />
IFRS 7, “Financial instruments: Disclosures”<br />
This standard requires disclosures that enable users of<br />
the financial statements to evaluate the significance of the<br />
Group’s financial instruments and the nature and extent<br />
of risks arising from those financial instruments. The new<br />
disclosures are included throughout the financial<br />
statements. While there has been no effect on the financial<br />
position or results, comparative information has been<br />
revised where needed.<br />
IAS 1, “Presentation of financial statements”<br />
This amendment requires the Group to make new<br />
disclosures to enable users of the financial statements to<br />
evaluate the Group’s objectives, policies and processes<br />
for managing capital.<br />
Standards, amendments and interpretations effective in<br />
2007 but not relevant<br />
The following standards, amendments and interpretations<br />
to published standards are mandatory for accounting<br />
periods beginning on or after January 1, 2007 but they<br />
are not relevant to the Company’s operations:<br />
IFRS 4, “Insurance contracts”,<br />
IFRIC 7, “Applying the restatement approach under IAS<br />
29, Financial reporting in hyperinflationary economies”,<br />
IFRIC 8, “Scope of IFRS 2”,<br />
IFRIC 9, “Reassessment of embedded derivatives”,<br />
IFRIC 10, “Interim financial reporting and impairment”.<br />
Standards, amendments and interpretations to existing<br />
standards that are not yet effective and have not been<br />
early adopted by the Company<br />
At the date of authorization of these financial statements,<br />
the following Standards and Interpretations were in issue<br />
but not yet effective:<br />
IFRIC 11, “IFRS 2 – Group<br />
and treasury share<br />
transactions”<br />
IAS 23, “(Amendment)<br />
Borrowing costs”<br />
IFRS 8, “Operating<br />
segments”<br />
IFRIC 12, “Service<br />
concession arrangements”<br />
Effective for annual periods<br />
beginning on or after<br />
March 1, 2007<br />
Effective for annual periods<br />
beginning on or after<br />
January 1, 2009<br />
Effective for annual periods<br />
beginning on or after<br />
January 1, 2009<br />
Effective for annual periods<br />
beginning on or after<br />
January 1, 2008<br />
76
ERE⁄L‹ DEM‹R VE ÇEL‹K FABR‹KALARI T.A.fi.<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007<br />
IFRIC 13, “Customer loyalty<br />
programmes”<br />
IFRIC 14, “IAS 19- The limit<br />
on a defined benefit asset,<br />
minimum funding<br />
requirements and their<br />
interaction”<br />
IFRS 2, “Share-based<br />
Payment” Amendment<br />
relating to vesting<br />
conditions and<br />
cancellations<br />
IFRS 3, “Business<br />
Combinations” IAS 27,<br />
“Consolidated and<br />
Separate Financial<br />
Statements” IAS 28,<br />
“Investments in Associates”<br />
IAS 31 “Interests in Joint<br />
Ventures” Comprehensive<br />
revision on applying the<br />
acquisition method<br />
IAS 1, “Presentation of<br />
Financial Statements” IAS<br />
32, “Financial Instruments:<br />
Presentation” Amendments<br />
relating to disclosure of<br />
puttable instruments and<br />
obligations arising on<br />
liquidation<br />
IAS 1, “Presentation of<br />
Financial Statements”<br />
Comprehensive revision<br />
including requiring a<br />
statement of<br />
comprehensive income<br />
The Company’s management anticipates that the adoption<br />
of these Standards and Interpretations in future periods<br />
will have no material impact on the financial statements of<br />
the Company.<br />
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING<br />
POLICIES<br />
Significant accounting policies used in the preparation of<br />
the accompanying consolidated financial statements are<br />
as follows:<br />
3.1 Revenue<br />
Revenue is measured at the fair value of the consideration<br />
received or receivable. Revenue is reduced for estimated<br />
customer returns, rebates, and other similar allowances.<br />
77<br />
(Amounts are expressed as New Turkish Lira (TRY) unless otherwise stated.)<br />
Effective for annual periods<br />
beginning on or after<br />
July 1, 2008<br />
Effective for annual periods<br />
beginning on or after<br />
January 1, 2008<br />
Effective for annual periods<br />
beginning on or after<br />
January 1, 2009<br />
Effective for annual periods<br />
beginning on or after<br />
July 1, 2009<br />
Effective for annual periods<br />
beginning on or after<br />
January 1, 2009<br />
Effective for annual periods<br />
beginning on or after<br />
January 1, 2009<br />
Effective for annual periods<br />
beginning on or after<br />
January 1, 2009<br />
Sale of goods:<br />
Revenue from sale of goods is recognized when all the<br />
following conditions are satisfied:<br />
• The Group has transferred to the buyer the significant<br />
risks and rewards of ownership of the goods;<br />
• The Group retains neither continuing managerial<br />
involvement to the degree usually associated with ownership<br />
nor effective control over the goods sold;<br />
• The amount of revenue can be measured reliably;<br />
• It is probable that the economic benefits associated with<br />
the transaction will flow to the entity; and<br />
• The costs incurred or to be incurred in respect of the<br />
transaction can be measured reliably.<br />
Dividend and interest revenue<br />
Interest revenue is accrued on a time basis, by reference<br />
to the principal outstanding and at the effective interest<br />
rate applicable, which is the rate that exactly discounts<br />
estimated future cash receipts through the expected life<br />
of the financial asset to that asset’s net carrying amount.<br />
Dividend revenue from investments is recognized when<br />
the shareholders’ rights to receive payment have been<br />
established.<br />
Rental income<br />
Rental income from investment properties is recognized<br />
on a straight-line basis over the term of the relevant lease.<br />
3.2 Inventories<br />
Inventories are stated at the lower of cost or net realizable<br />
value. Costs, including an appropriate portion of fixed and<br />
variable overhead expenses, are assigned to inventories<br />
held by the method most appropriate to the particular class<br />
of inventory, with the majority being valued using the<br />
monthly weighted moving average method. Net realizable<br />
value represents the estimated selling price less all estimated<br />
costs of completion and costs necessary to make a sale.<br />
3.3 Property, Plant and Equipment<br />
Property plant and equipment purchased before January<br />
1, 2005 are carried at indexed historical cost for inflation<br />
effects as at December 31, 2004, purchases in 2005 and<br />
in later periods are carried at historical cost and are<br />
presented after depreciation and impairment loss. Tangible<br />
assets are depreciated according to straight-line basis<br />
using the useful lives of the assets starting from date of<br />
entry to the balance sheet or installation dates. The following<br />
rates are used to amortize the assets over their expected<br />
useful lives:
ERE⁄L‹ DEM‹R VE ÇEL‹K FABR‹KALARI T.A.fi.<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007<br />
Buildings 2-16%<br />
Land Improvements 5%<br />
Machinery and Equipments 5-20%<br />
Vehicles 5-20%<br />
Furniture and Fixtures 5-33%<br />
Other tangible fixed assets 5-25%<br />
The Group’s tangible fixed assets operating in iron ore<br />
and fixed assets used in the production of seamless steel<br />
tube and flat steel in Romania are stated in the balance<br />
sheet at their revalued amounts, being the fair value at the<br />
date of revaluation, less any subsequent accumulated<br />
depreciation and subsequent accumulated impairment<br />
losses. Revaluations are performed with sufficient regularity<br />
such that the carrying amount does not differ materially<br />
from that would be determined using fair values at the<br />
balance sheet date.<br />
Any revaluation increase arising from the revaluation of<br />
such assets is credited to the properties revaluation reserve,<br />
except to the extent that it reverses a revaluation decrease<br />
for the same asset previously recognized in profit or loss,<br />
in which case the increase is credited to profit or loss to<br />
the extent of the decrease previously charged. A decrease<br />
in carrying amount arising on the revaluation of such land<br />
and buildings is charged to profit or loss to the extent that<br />
it exceeds the balance, if any, held in the properties<br />
revaluation reserve relating to a previous revaluation of<br />
that asset.<br />
Depreciation on revalued tangible fixed assets is charged<br />
to profit or loss. On the subsequent sale or retirement of<br />
a revalued property, the attributable revaluation surplus<br />
remaining in the properties revaluation reserve is transferred<br />
directly to retained earnings. Any transfer from revaluation<br />
reserve to the retained earnings can not be made unless<br />
the asset is disposed.<br />
3.4 Leasing Operations<br />
(Amounts are expressed as New Turkish Lira (TRY) unless otherwise stated.)<br />
Leases are classified as finance leases whenever the terms<br />
of the lease transfer substantially all the risks and rewards<br />
of ownership to the lessee. All other leases are classified<br />
as operating leases.<br />
Assets held under finance leases are recognized as assets<br />
of the Group at their fair value at the inception of the lease<br />
or, if lower, at the present value of the minimum lease<br />
payments. The corresponding liability to the lessor is<br />
included in the balance sheet as a finance lease obligation.<br />
Lease payments are apportioned between finance charges<br />
and reduction of the lease obligation so as to achieve a<br />
constant rate of interest on the remaining balance of the<br />
liability. Finance charges are charged to profit or loss,<br />
unless they are directly attributable to qualifying assets,<br />
in which case they are capitalized in accordance with the<br />
Group’s general policy on borrowing costs.<br />
Rentals payable under operating leases are charged to<br />
profit or loss on a straight-line basis over the term of the<br />
relevant lease.<br />
3.5 Intangible Assets<br />
Intangible assets acquired separately<br />
Intangible assets purchased before January 1, 2005 are<br />
carried at indexed historical cost for inflation effects as at<br />
December 31, 2004, purchases in 2005 and in later periods<br />
are carried at historical cost and are recognized less any<br />
depreciation and impairment loss. Intangible assets are<br />
depreciated principally on a straight-line basis over their<br />
expected useful lives. The estimated useful life and<br />
amortization method are reviewed at the end of each<br />
annual reporting period, with the effect of any changes in<br />
estimate being accounted for on a prospective basis.<br />
Computer software<br />
Acquired computer software licences are capitalized on<br />
the basis of the costs incurred to acquire and bring to use<br />
the specific software. These costs are amortized over their<br />
estimated useful lives (three to five years).<br />
3.6 Impairment of Assets<br />
Assets that have an indefinite useful life, for example<br />
goodwill, are not subject to amortization and are tested<br />
annually for impairment. Assets that are subject to<br />
amortization are reviewed for impairment whenever events<br />
or changes in circumstances indicate that the carrying<br />
amount may not be recoverable. An impairment loss is<br />
recognized for the amount by which the asset’s carrying<br />
amount exceeds its recoverable amount. The recoverable<br />
amount is the higher of an asset’s fair value less costs to<br />
sell and value in use. For the purposes of assessing<br />
impairment, assets are grouped at the lowest levels for<br />
which there are separately identifiable cash flows (cashgenerating<br />
units). Non-financial assets other than goodwill<br />
that suffered impairment are reviewed for possible reversal<br />
of the impairment at each reporting date.<br />
3.7 Borrowing Costs<br />
Borrowing costs directly attributable to the acquisition,<br />
construction or production of qualifying assets, which are<br />
assets that necessarily take a substantial period of time<br />
to get ready for their intended use or sale, are added to<br />
the cost of those assets, until such time as the assets are<br />
substantially ready for their intended use or sale. Investment<br />
income earned on the temporary investment of specific<br />
borrowings pending their expenditure on qualifying assets<br />
is deducted from the borrowing costs eligible for<br />
capitalization.<br />
All of the other borrowing costs are recorded in the income<br />
statement in the period in which they are incurred.<br />
78
ERE⁄L‹ DEM‹R VE ÇEL‹K FABR‹KALARI T.A.fi.<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007<br />
3.8 Financial Instruments<br />
Financial assets and financial liabilities are recognized on<br />
the Group’s balance sheet when the Group becomes a<br />
party to the contractual provisions of the financial<br />
instrument.<br />
Financial assets<br />
Investments are recognized and derecognized on trade<br />
date where the purchase of sales of an investment is<br />
under a contract whose terms require delivery of the<br />
investment within the timeframe established by the market<br />
concerned and are initially measured at fair value, net of<br />
transaction costs except for those financial assets classified<br />
as fair value through profit or loss which are initially<br />
measured at fair value.<br />
Other financial assets are classified into the following<br />
specified categories financial assets as ‘at fair value through<br />
profit or loss’ , ‘held to maturity investments’, ‘available<br />
for sale” financial assets and ‘loans and receivables’. The<br />
classification depends on the nature and purpose of the<br />
financial assets and is determined at the time of the initial<br />
recognition.<br />
Effective interest method<br />
The effective interest method is a method of calculating<br />
the amortized cost of a financial asset and of allocating<br />
interest income over the relevant period. The effective<br />
interest rate is that exactly discounts estimated future<br />
cash receipts through the expected life of the financial<br />
asset or where appropriate a shorter period.<br />
Debt instruments that are held to maturity, are available<br />
for sale, or are loans and receivables recognize in income<br />
on an effective interest rate basis.<br />
Available for sale financial assets<br />
Certain shares and redeemable notes held by the Company<br />
are classified as being available for sale and are stated at<br />
fair value.<br />
Gains and losses arising from changes in fair value are<br />
recognized directly in the investments revaluation reserve<br />
with the exception of impairment losses, interest calculated<br />
using the effective interest method and foreign exchange<br />
gains and losses on monetary assets which are recognized<br />
directly in profit or loss. Where the investment is disposed<br />
of or is determined to be impaired, the cumulative gain or<br />
loss previously recognized in the investments revaluation<br />
reserve is included in profit or loss for the period.<br />
Dividends on available for sale equity instruments are<br />
recognized in profit and loss when the Companies right<br />
to receive payments is established.<br />
The fair value of available for sale monetary assets<br />
79<br />
(Amounts are expressed as New Turkish Lira (TRY) unless otherwise stated.)<br />
denominated in a foreign currency is determined in that<br />
foreign currency and translated at the spot rate at the<br />
reporting date. The change in fair value attributable to<br />
translation differences that result from a change in amortized<br />
cost of the asset is recognized in profit or loss, and other<br />
changes are recognized in equity.<br />
Receivables<br />
Trade receivables and other receivables are initially<br />
recognized at their fair value. Subsequently, receivables<br />
are measured at amortized cost using the effective interest<br />
method.<br />
Impairment of financial assets<br />
Financial assets, other than those at fair value through<br />
profit or loss, are assessed for indicators of impairment<br />
at each balance sheet date. Financial assets are impaired<br />
where there is objective evidence that, as a result of one<br />
or more events that occurred after the initial recognition<br />
of the financial asset, the estimated future cash flows of<br />
the investment have been impacted.<br />
For financial assets carried at amortized cost, the amount<br />
of the impairment is the difference between the asset’s<br />
carrying amount and the present value of estimated future<br />
cash flows, discounted at the original effective interest<br />
rate.<br />
The carrying amount of the financial asset is reduced by<br />
the impairment loss directly for all financial assets with the<br />
exception of trade receivables where the carrying amount<br />
is reduced through the use of an allowance account.<br />
When a trade receivable is uncollectible, it is written off<br />
against the allowance account. Subsequent recoveries of<br />
amounts previously written off are credited against the<br />
allowance account. Changes in the carrying amount of<br />
the allowance account are recognized in profit or loss.<br />
With the exception of available for sale equity instruments,<br />
if, in a subsequent period, the amount of the impairment<br />
loss decreases and the decrease can be related objectively<br />
to an event occurring after the impairment was recognized,<br />
the previously recognized impairment loss is reversed<br />
through profit or loss to the extent that the carrying amount<br />
of the investment at the date the impairment is reversed<br />
does not exceed what the amortized cost would have<br />
been had the impairment not been recognized.<br />
In respect of available for sale equity securities, any increase<br />
in fair value subsequent to an impairment loss is recognized<br />
directly in equity.
ERE⁄L‹ DEM‹R VE ÇEL‹K FABR‹KALARI T.A.fi.<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007<br />
With the exception of available for sale equity instruments,<br />
if, in a subsequent period, the amount of the impairment<br />
loss decreases and the decrease can be related objectively<br />
to an event occurring after the impairment was recognized,<br />
the previously recognized impairment loss is reversed<br />
through profit or loss to the extent that the carrying amount<br />
of the investment at the date the impairment is reversed<br />
does not exceed what the amortized cost would have<br />
been had the impairment not been recognized.<br />
In respect of available for sale equity securities, any increase<br />
in fair value subsequent to an impairment loss is recognized<br />
directly in equity.<br />
Cash and cash equivalents<br />
Cash and cash equivalents comprise cash on hand and<br />
demand deposits and other short-term highly liquid<br />
investments which their maturities are three months or<br />
less from date of acquisition and that are readily convertible<br />
to a known amount of cash and are subject to an<br />
insignificant risk of changes in value. The carrying amount<br />
of these assets approximates their fair value.<br />
Financial liabilities<br />
Financial liabilities and equity instruments issued by the<br />
Group are classified according to the substance of the<br />
contractual arrangements entered into and the definitions<br />
of a financial liability and an equity instrument. An equity<br />
instrument is any contract that evidences a residual interest<br />
in the assets of the Group after deducting all of its liabilities.<br />
The accounting policies adopted for specific financial<br />
liabilities and equity instruments are set out below.<br />
Financial liabilities are classified as either financial liabilities<br />
‘at fair value through profit or loss’ or other financial<br />
liabilities.<br />
Other financial liabilities<br />
Other financial liabilities are initially measured at fair value,<br />
net of transaction costs.<br />
Other financial liabilities are subsequently measured at<br />
amortized cost using the effective interest method, with<br />
interest expense recognized on an effective yield basis.<br />
The effective interest method is a method of calculating<br />
the amortized cost of a financial liability and of allocating<br />
interest expense over the relevant period. The effective<br />
interest rate is the rate that exactly discounts estimated<br />
future cash payments through the expected life of the<br />
financial liability, or, where appropriate, a shorter period.<br />
3.9 Merger and Acquisitions<br />
None.<br />
(Amounts are expressed as New Turkish Lira (TRY) unless otherwise stated.)<br />
3.10 Foreign Currency Transactions<br />
Foreign currency transactions are accounted for with the<br />
exchange rate ruling at the transaction date. Assets and<br />
liabilities denominated in foreign currencies are converted<br />
by the exchange rate ruling at the balance sheet date.<br />
Gains and losses arising on settlement and conversion of<br />
foreign currency items are included in the financial<br />
statements.<br />
3.11 Earnings per Share<br />
Earnings per share disclosed in the accompanying<br />
consolidated statement of income is determined by<br />
dividing net income by the weighted average number of<br />
shares in existence during the year concerned.<br />
In Turkey, companies can raise their share capital by<br />
distributing “Bonus Shares” to shareholders from retained<br />
earnings. In computing earnings per share, such “bonus<br />
share” distributions are assessed as issued shares.<br />
Accordingly, the retrospective effect for those share<br />
distributions is taken into consideration in determining the<br />
weighted-average number of shares outstanding used in<br />
this computation.<br />
3.12 Subsequent Events<br />
Subsequent events cover all of the events that occur<br />
between the balance sheet date and the publication date<br />
of the financial statements, even if the events occur<br />
subsequent to public announcements that are related<br />
with profit or other pre-selected financial information are<br />
made.<br />
The Group adjusts its financial statements if the aboveexplained<br />
subsequent events require any adjustments.<br />
3.13 Provisions, Contingent Liabilities and Contingent<br />
Assets<br />
A provision is set forth in the financial statements, if a legal<br />
liability exists as a result of past events as if (i) the cash<br />
out-flow is probable for the reversal of provision and (ii)<br />
the liability amount can be estimated reliably. Contingent<br />
liabilities are consistently reviewed prior to the probability<br />
of any cash out-flow. In case of the cash out-flow is<br />
probable, provision is set forth (except for the unusual<br />
cases that the amount can not be determined) in the<br />
financial statements of the year that the probability of<br />
contingent liability accounts is changed.<br />
Provisions are recognized when the Group has a present<br />
obligation as a result of a past event, and it is probable<br />
that the Group will be required to settle that obligation,<br />
and a reliable estimate can be made of the amount of the<br />
obligation.<br />
80
ERE⁄L‹ DEM‹R VE ÇEL‹K FABR‹KALARI T.A.fi.<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007<br />
The amount recognized as a provision is the best estimate<br />
of the consideration required to settle the present obligation<br />
at the balance sheet date, taking into account the risks<br />
and uncertainties surrounding the obligation. Where a<br />
provision is measured using the cash flows estimated to<br />
settle the present obligation, its carrying amount is the<br />
present value of those cash flows.<br />
When some or all of the economic benefits required to<br />
settle a provision are expected to be recovered from a<br />
third party, the receivable is recognized as an asset if it<br />
is virtually certain that reimbursement will be received and<br />
the amount of the receivable can be measured reliably.<br />
3.14 Changes in Accounting Policies, Accounting<br />
Estimates and Errors<br />
Significant changes in accounting policies and accounting<br />
errors are applied retrospectively and prior periods financial<br />
statements are adjusted accordingly. If changes in<br />
accounting estimates relate only for one period, changes<br />
are applied in the current period but if changes in estimates<br />
relate more than one period, changes are applied both in<br />
the current and following periods prospectively.<br />
3.15 Related Parties<br />
In the accompanying financial statements, the companies<br />
having direct or indirect control over the Group, companies<br />
controlled by the Group, Group’s management personnel,<br />
or close family members in charge of the Group or the<br />
parent company’s management are defined as related<br />
parties.<br />
3.16 Segmental Information<br />
There are no different areas of operation and different<br />
geographical areas that will necessitate segmental<br />
information.<br />
3.17 Construction Contracts<br />
None.<br />
3.18 Discontinued Operations<br />
None.<br />
3.19 Government Grants and Assistance<br />
None.<br />
3.20 Investment Property<br />
Investment property, which is property, held to earn rentals<br />
and/or for capital appreciation is carried at cost less<br />
accumulated depreciation and any accumulated<br />
impairment losses. The carrying amount includes the cost<br />
of replacing part of an existing investment property at the<br />
time that cost is incurred if the recognition criteria are met;<br />
81<br />
(Amounts are expressed as New Turkish Lira (TRY) unless otherwise stated.)<br />
and excludes the costs of day to day servicing of an<br />
investment property. Depreciation is provided on investment<br />
property on a straight line basis. The depreciation period<br />
for investment property is – years.<br />
Investment properties are derecognized when either they<br />
have been disposed of or when the investment property<br />
is permanently withdrawn from use and no future economic<br />
benefit is expected from its disposal. Any gains or losses<br />
on the retirement or disposal of an investment property<br />
are recognized in profit or loss in the year of retirement or<br />
disposal.<br />
Transfers are made to or from investment property only<br />
when there is a change in use. For a transfer from<br />
investment property to owner occupied property, the<br />
deemed cost for subsequent accounting is the fair value<br />
at the date of change in use. If owner occupied property<br />
becomes an investment property, the Group accounts for<br />
such property in accordance with the policy stated under<br />
property, plant and equipment up to the date of change<br />
in use.<br />
No assets held under operating lease have been classified<br />
as investment properties.<br />
3.21 Taxation and Deferred Income Taxes<br />
Turkish tax legislation does not permit a parent company<br />
and its subsidiary to file a consolidated tax return. Therefore,<br />
provisions for taxes, as reflected in the accompanying<br />
consolidated financial statements, have been calculated<br />
on a separate-entity basis.<br />
Income tax expense represents the sum of the tax currently<br />
payable and deferred tax.<br />
Current tax<br />
The tax currently payable is based on taxable profit for<br />
the year. Taxable profit differs from profit as reported in<br />
the income statement because it excludes items of income<br />
or expense that are taxable or deductible in other years<br />
and it further excludes items that are never taxable or<br />
deductible. The Group’s liability for current tax is calculated<br />
using tax rates that have been enacted or substantively<br />
enacted by the balance sheet date.<br />
Deferred tax<br />
Deferred tax is recognized on differences between the<br />
carrying amounts of assets and liabilities in the financial<br />
statements and the corresponding tax bases which is<br />
used in the computation of taxable profit, and is accounted<br />
for using the balance sheet liability method. Deferred tax<br />
liabilities are generally recognized for all taxable temporary<br />
differences and deferred tax assets are recognized for all<br />
deductible temporary differences to the extent that it is<br />
probable that taxable profits will be available against which<br />
those deductible temporary differences can be utilized.<br />
Such assets and liabilities are not recognized if the<br />
temporary difference arises from goodwill or from the initial<br />
recognition (other than in a business combination) of other<br />
assets and liabilities in a transaction that affects neither<br />
the taxable profit nor the accounting profit.
ERE⁄L‹ DEM‹R VE ÇEL‹K FABR‹KALARI T.A.fi.<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007<br />
Deferred tax liabilities are recognized for taxable temporary<br />
differences associated with investments in subsidiaries<br />
and associates, and interests in joint ventures, except<br />
where the Group is able to control the reversal of the<br />
temporary difference and it is probable that the temporary<br />
difference will not reverse in the foreseeable future. Deferred<br />
tax assets arising from deductible temporary differences<br />
associated with such investments and interests are only<br />
recognized to the extent that it is probable that there will<br />
be sufficient taxable profits against which to utilize the<br />
benefits of the temporary differences and they are expected<br />
to reverse in the foreseeable future.<br />
The carrying amount of deferred tax assets is reviewed at<br />
each balance sheet date and reduced to the extent that<br />
it is no longer probable that sufficient taxable profits will<br />
be available to allow all or part of the asset to be recovered.<br />
Deferred tax assets and liabilities are measured at the tax<br />
rates that are expected to apply in the period in which the<br />
liability is settled or the asset realized, based on tax rates<br />
(and tax laws) that have been enacted or substantively<br />
enacted by the balance sheet date. The measurement of<br />
deferred tax liabilities and assets reflects the tax<br />
consequences that would follow from the manner in which<br />
the Group expects, at the reporting date, to recover or<br />
settle the carrying amount of its assets and liabilities.<br />
Deferred tax assets and liabilities are offset when there is<br />
a legally enforceable right to set off current tax assets<br />
against current tax liabilities and when they relate to income<br />
taxes levied by the same taxation authority and the Group<br />
intends to settle its current tax assets and liabilities on a<br />
net basis.<br />
Current and deferred tax for the period<br />
(Amounts are expressed as New Turkish Lira (TRY) unless otherwise stated.)<br />
Current and deferred tax are recognized as an expense<br />
or income in profit or loss, except when they relate to<br />
items credited or debited directly to equity, in which case<br />
the tax is also recognized directly in equity, or where they<br />
arise from the initial accounting for a business combination.<br />
In the case of a business combination, the tax effect is<br />
taken into account in calculating goodwill or determining<br />
the excess of the acquirer’s interest in the net fair value<br />
of the acquiree’s identifiable assets, liabilities and contingent<br />
liabilities over cost.<br />
3.22 Employee Benefits/Retirement Pay Provision<br />
Under Turkish law and union agreements, lump sum<br />
payments are made to employees retiring or involuntarily<br />
leaving the Group. Such payments are considered as<br />
being part of defined retirement benefit plan as per<br />
International Accounting Standard No. 19 (revised)<br />
“Employee Benefits” (“IAS 19”).<br />
The retirement benefit obligation recognized in the balance<br />
sheet represents the present value of the defined benefit<br />
obligation as adjusted for unrecognized actuarial gains<br />
and losses.<br />
3.23 Retirement Benefits<br />
None.<br />
3.24 Agricultural Operations<br />
None.<br />
3.25 Statement of Cash Flow<br />
In statement of cash flow, cash flows are classified<br />
according to operating, investment and finance activities.<br />
Cash flows from operating activities reflect cash flows<br />
generated from steel products sales of the Group.<br />
Cash flows from investment activities express cash used<br />
in investment activities (direct investments and financial<br />
investments) and cash flows generated from investment<br />
activities of the Group.<br />
Cash flows relating to finance activities express sources<br />
of financial activities and payment schedules of the Group.<br />
Cash and cash equivalents comprise cash on hand and<br />
demand deposits, and other short-term highly liquid<br />
investments which their maturities are three months or<br />
less from date of acquisition and that are readily convertible<br />
to a known amount of cash and are subject to an<br />
insignificant risk of changes in value.<br />
3.26 Share capital and dividends<br />
Common shares are classified as equity. Dividends on<br />
common shares are recognised in equity in the period<br />
in which they are approved and declared.<br />
3.27 Treasury Shares<br />
Article IV-H of its Articles of Association allows Erdemir<br />
to purchase, hold, sell or transfer its own shares, without<br />
voting rights, and as of December 31, 2007, the Company<br />
holds its own shares with a nominal value of TRY<br />
26.004.662 ( December 31, 2006 with the historical value<br />
TRY 15.031.598) as a result of past rights issues not<br />
taken up by other shareholders. The Company’s own<br />
shares have been reclassified in the balance sheet as a<br />
deduction from the share capital.<br />
NOTE 4 – CASH AND CASH EQUIVALENTS<br />
Details of cash and cash equivalents as of December<br />
31, 2007 and December 31, 2006 are listed below;<br />
December 31, December 31,<br />
2007 2006<br />
Cash 10.951 8.540<br />
Banks – demand deposits 24.429.757 17.891.612<br />
Banks – time deposits 561.804.587 738.034.438<br />
Payment orders<br />
and cheques given (-) (2.604) (878)<br />
Repurchase agreements - 1.055.366<br />
586.242.691 756.989.078<br />
82
ERE⁄L‹ DEM‹R VE ÇEL‹K FABR‹KALARI T.A.fi.<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007<br />
Demand deposits are listed below:<br />
Time deposits are listed below:<br />
83<br />
(Amounts are expressed as New Turkish Lira (TRY) unless otherwise stated.)<br />
December 31, December 31,<br />
2007 2006<br />
TRY 14.536.964 6.620.622<br />
USD 8.281.055 3.548.316<br />
JPY 30.950 145.090<br />
EUR 1.385.329 7.081.015<br />
GBP 11.116 3.389<br />
RON 184.343 493.143<br />
Other - 37<br />
24.429.757 17.891.612<br />
December 31, December 31,<br />
2007 2006<br />
TRY 172.180.372 108.504.377<br />
EUR 257.078.733 125.523.357<br />
USD 125.795.065 504.006.704<br />
RON 6.750.417 -<br />
561.804.587 738.034.438<br />
Maturity structure of time deposits as of December 31,<br />
2007 consists of the following;<br />
Interest December 31,<br />
Currency Rate (%) Maturity 2007<br />
TRY 14,00-16,30 01.01.08 2.303.967<br />
TRY 14,00-18,80 02.01.08 87.561.331<br />
TRY 17,87 08.01.08 10.166.460<br />
TRY 17,87 15.01.08 10.166.460<br />
TRY 17,87 22.01.08 9.403.976<br />
TRY 15,97 26.01.08 19.014<br />
TRY 17,90 29.01.08 22.711.703<br />
TRY 17,90 05.02.08 19.704.447<br />
TRY 18,00 12.02.08 10.143.014<br />
EUR 3,61 02.01.08 56.920.857<br />
EUR 5,05 21.01.08 25.819.815<br />
EUR 4,75-5,02 28.01.08 117.358.279<br />
EUR 5,37 07.02.08 25.743.580<br />
EUR 4,62 18.02.08 201.909<br />
EUR 5,30 19.02.08 13.861.449<br />
EUR 5,40 26.02.08 17.172.844<br />
USD 4,50 01.01.08 698.331<br />
USD 2,75-6,15 02.01.08 96.950.359<br />
USD 3,50-5,70 03.01.08 17.561.742<br />
USD 5,25 07.01.08 2.343.807<br />
USD 5,35 14.01.08 2.341.692<br />
USD 5,50 21.01.08 2.339.579<br />
USD 5,55 04.02.08 2.918.391<br />
USD 5,30 19.02.08 641.164<br />
RON 7,50 07.01.08 2.131.710<br />
RON 7,50 18.01.08 1.657.997<br />
RON 7,50 23.01.08 2.960.710<br />
561.804.587<br />
In the current period interest accruals are added on to<br />
corresponding balances.<br />
The maturity structure of time deposits as of December<br />
31, 2006 consists of the following;<br />
Interest December 31,<br />
Currency Rate (%) Maturity 2006<br />
TRY 14,00 - 22,30 04.01.2007 58.422.140<br />
TRY 21,50 08.01.2007 20.000.000<br />
TRY 21,50 15.01.2007 10.000.000<br />
TRY 21,50 22.01.2007 11.620.000<br />
TRY 18,00 23.01.2007 429.000<br />
TRY 21,55 29.01.2007 7.000.000<br />
EUR 4,23 23.11.2007 7.406.000<br />
EUR 3,60 09.01.2007 19.375.567<br />
EUR 4,00 01.02.2007 37.030.000<br />
EUR 4,00 01.03.2007 37.030.000<br />
EUR 3,50 02.01.2007 19.399.860<br />
EUR 3,50 04.01.2007 5.269.433<br />
USD 3,00 - 5,75 04.01.2007 257.810.761<br />
USD 4,50 05.01.2007 54.818.400<br />
USD 5,70 08.01.2007 28.112.000<br />
USD 6,00 22.01.2007 1.405.600<br />
USD 6,00 29.01.2007 702.800<br />
USD 6,00 05.02.2007 1.405.600<br />
USD 6,00 13.02.2007 2.108.400<br />
USD 6,00 20.02.2007 2.108.400<br />
USD 5,75 31.05.2007 22.489.600<br />
USD 6,10 04.06.2007 70.280.000<br />
USD 6,10 15.06.2007 49.196.000<br />
USD 6,68 21.06.2007 4.216.800<br />
USD 5,70 18.09.2007 5.762.960<br />
Interest Accrual 4.635.117<br />
738.034.438<br />
There is no repurchase agreement as of December 31,<br />
2007.<br />
Breakdown of repurchase agreements as of December<br />
31, 2006 is as follows:<br />
December 31,<br />
Interest Rate (%) Maturity 2006<br />
21,00 22.01.2007 1.007.337<br />
11,00 04.01.2007 48.029<br />
1.055.366
ERE⁄L‹ DEM‹R VE ÇEL‹K FABR‹KALARI T.A.fi.<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007<br />
NOTE 5 – MARKETABLE SECURITIES<br />
Held for Trading Portfolio<br />
(Amounts are expressed as New Turkish Lira (TRY) unless otherwise stated.)<br />
December 31, December 31,<br />
2007 2006<br />
Investment Funds 499.920 525.787<br />
The summary of fixed rate loans as of December 31, 2007 is as follows:<br />
Type of The Effective Weighted 2007 2007<br />
currency Average Rate of Interest Short Term Portion Long Term Portion December 31, 2007<br />
TRY (*) %0 15.515.360 - 15.515.360<br />
TRY %17,00 3.000.000 - 3.000.000<br />
USD %8,71 13.278.720 39.313.901 52.592.621<br />
JPY %2,50 3.057.763 2.751.530 5.809.293<br />
34.851.843 42.065.431 76.917.274<br />
(*) Interest free spot loans used for outstanding tax payments and similar payments as of December 31, 2007.<br />
The summary of floating rate loans as of December 31, 2007 is as follows:<br />
Type of The Effective Weighted 2007 2007<br />
currency Average Rate of Interest Short Term Portion Long Term Portion December 31, 2007<br />
USD Libor + 0,972 258.816.629 1.146.269.214 1.405.085.843<br />
EUR Euribor + 0,219 170.205.229 480.228.774 650.434.003<br />
EUR Libor + 0,55 61.093.202 - 61.093.202<br />
JPY JPYLibor+0,215 744.859 111.317.043 112.061.902<br />
490.859.919 1.737.815.031 2.228.674.950<br />
The summary of fixed rate loans as of December 31, 2006 is as follows:<br />
NOTE 6 – BORROWINGS<br />
December 31, December 31,<br />
2007 2006<br />
Bank Loans 121.215.253 440.272.425<br />
Current Portion<br />
of Long Term Loans 404.496.509 100.590.644<br />
Total Short<br />
Term Borrowings 525.711.762 540.863.069<br />
Long Term Loans 1.779.880.462 1.522.284.347<br />
2.305.592.224 2.063.147.416<br />
Type of The Effective Weighted 2006 2006<br />
currency Average Rate of Interest Short Term Portion Long Term Portion December 31, 2006<br />
TRY (*) %0 244.772 - 244.772<br />
USD %8,53 55.846.651 130.805.632 186.652.283<br />
JPY %2,50 3.501.640 6.676.782 10.178.422<br />
59.593.063 137.482.414 197.075.477<br />
(*) Interest free spot loans used for outstanding tax payments and similar payments as of December 31, 2006.<br />
84
ERE⁄L‹ DEM‹R VE ÇEL‹K FABR‹KALARI T.A.fi.<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007<br />
The summary of floating rate loans as of December 31, 2006 is as follows:<br />
Type of The Effective Weighted 2006 2006<br />
currency Average Rate of Interest Short Term Portion Long Term Portion December 31, 2006<br />
USD Libor + 1,09 370.495.152 673.378.525 1.043.873.677<br />
EUR Euribor + 0,24 110.722.872 579.485.017 690.207.889<br />
JPY JPYLibor + 0,215 51.982 131.938.391 131.990.373<br />
481.270.006 1.384.801.933 1.866.071.939<br />
Breakdown of the loan repayments with respect to maturity is as follows:<br />
85<br />
(Amounts are expressed as New Turkish Lira (TRY) unless otherwise stated.)<br />
December 31, 2007 December 31, 2006<br />
Within one year 525.711.762 540.863.069<br />
One to two years 639.648.562 265.521.314<br />
Two to three years 315.031.306 111.365.791<br />
Three to four years 283.745.200 107.388.487<br />
Four years or more 541.455.394 1.038.008.755<br />
2.305.592.224 2.063.147.416<br />
Type of FC 2007 Short 2007 Long December 31, December 31,<br />
currency Type Term Portion Term Portion 2007 2006<br />
Libor + 0,65 USD 51.980.507 17.963.293 69.943.800 70.475.023<br />
2,5 JPY 3.057.763 2.751.530 5.809.293 10.170.063<br />
60% portion 5,78<br />
40% portion Libor + 1 USD 1.714.511 3.181.545 4.896.056 7.791.513<br />
60% portion 6,64<br />
40% portion Libor + 0,8 USD 6.292.847 16.840.701 23.133.548 34.632.979<br />
60% portion 10,26<br />
40% portion Libor + 0,5 USD 5.271.363 19.291.654 24.563.017 33.406.544<br />
Libor + 0,20 USD 6.483.171 32.312.042 38.795.213 49.653.869<br />
Libor + 0,25 USD 1.328.518 1.306.214 2.634.732 6.093.964<br />
Libor + 1,05 EUR - - - 2.626.026<br />
Euribor + 0,2 EUR 10.525.597 84.113.164 94.638.761 96.524.431<br />
Euribor + 0,25 EUR 1.551.310 5.630.032 7.181.342 8.345.934<br />
Libor + 0,9 USD 4.660.448 45.091.327 49.751.775 53.708.039<br />
Euribor + 0,5 EUR 4.185.703 23.754.909 27.940.612 34.038.602<br />
Libor + 2,2 USD 38.814.894 187.219.913 226.034.807 281.120.000<br />
Libor + 0,55 EUR 61.093.202 - 61.093.202 -<br />
Libor + 0,55 USD 3.885.281 142.889.971 146.775.252 70.280.000<br />
Libor + 0,99 EUR - - - 92.575.000<br />
Libor + 0,75 USD 32.705.070 - 32.705.070 -<br />
Euribor + 0,75 EUR 136.103.636 - 136.103.636 146.268.500<br />
Libor + 2,94 USD - - - 63.890.909<br />
Euribor + 0,85 EUR 544.180 - 544.180 -<br />
370.198.001 582.346.295 952.544.296 1.061.601.396
ERE⁄L‹ DEM‹R VE ÇEL‹K FABR‹KALARI T.A.fi.<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007<br />
(Amounts are expressed as New Turkish Lira (TRY) unless otherwise stated.)<br />
Type of FC 2007 Short 2007 Long December 31, December 31,<br />
currency Type Term Portion Term Portion 2007 2006<br />
Previous Page Total 370.198.001 582.346.295 952.544.296 1.061.601.396<br />
Libor + 0,5 USD 1.556.509 56.954.715 58.511.224 -<br />
Libor + 0,4 USD 4.235.106 - 4.235.106 -<br />
JPYLibor+0,215 JPY 744.858 111.317.044 112.061.902 131.938.386<br />
Euribor + 0,215 EUR 6.921.023 253.490.509 260.411.532 277.223.858<br />
Libor + 0,3 USD 81.488.957 197.762.845 279.251.802 269.908.702<br />
Libor + 0,435 USD 3.432.933 116.124.400 119.557.333 -<br />
Euribor + 0,14 EUR 4.016.256 47.996.320 52.012.576 -<br />
Euribor + 0,125 EUR 1.260.471 6.773.761 8.034.232 -<br />
Euribor + 0,15 EUR 5.097.052 58.470.080 63.567.132 28.294.233<br />
Libor + 0,15 USD 526.463 6.875.906 7.402.369 8.896.944<br />
Spot Loans TRY 15.515.360 - 15.515.360 244.772<br />
17,00 TRY 3.000.000 - 3.000.000 -<br />
Libor + 0,95 USD 1.619.030 57.418.645 59.037.675 -<br />
Libor + 1,05 USD 3.941.868 137.408.493 141.350.361 -<br />
Libor + 1,40 USD 3.448.576 112.501.973 115.950.549 -<br />
Libor + 0,45 USD 1.132.554 34.439.476 35.572.030 -<br />
Libor + 0,54 USD 17.576.745 - 17.576.745 -<br />
Euribor + 0,65 EUR - - - 813.167<br />
5,84 USD - - - 46.384.800<br />
6,01 USD - - - 75.455.409<br />
5,81 USD - - - 9.886.623<br />
5,95 USD - - - 22.489.600<br />
6,04 USD - - - 23.715.147<br />
5,91 USD - - - 54.863.406<br />
Libor +1,2 USD - - - 35.140.000<br />
Interet Accruals (*) 16.290.973<br />
Total 525.711.762 1.779.880.462 2.305.592.224 2.063.147.416<br />
(*) In the current period interest accruals are added on to related balances.<br />
The carrying amount of these loans approximates their fair value.<br />
NOTE 7 – TRADE RECEIVABLES AND PAYABLES<br />
The breakdown of the trade receivables as of balance<br />
sheet date is as follows:<br />
Short Term December 31, December 31,<br />
Trade Receivables 2007 2006<br />
Trade receivables 126.901.906 179.393.350<br />
Notes receivables 675.718.648 594.521.598<br />
Discount on notes<br />
receivables (-) (9.792.687) (10.217.337)<br />
Deposits and<br />
guarantees given 151.403 572.622<br />
Other trade receivables 9.815.810 2.940.152<br />
Provision for doubtful<br />
receivables (-) (9.590.844) (12.080.278)<br />
793.204.236 755.130.107<br />
Movement of provision for short term doubtful receivables:<br />
January 1, – January 1, –<br />
December 31, 2007 December 31, 2006<br />
Opening balance 12.080.278 11.397.240<br />
Provision for the period 635.641 683.038<br />
Provision released (3.125.075) -<br />
Closing balance 9.590.844 12.080.278<br />
86
ERE⁄L‹ DEM‹R VE ÇEL‹K FABR‹KALARI T.A.fi.<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007<br />
Guarantees received for trade receivables:<br />
87<br />
(Amounts are expressed as New Turkish Lira (TRY) unless otherwise stated.)<br />
Long Term December 31, December 31,<br />
Trade Receivables 2007 2006<br />
Trade receivables 7.458.364 9.884.904<br />
Deposits and<br />
guarantees given 165.300 151.438<br />
Discount on) receivables (-) (2.383.614) (3.244.038)<br />
Provision for<br />
doubtful receivables (1.730.064) (1.732.138)<br />
3.509.986 5.060.166<br />
For trade receivables, according to the market conditions<br />
and product types, a maturity without interest charge is<br />
identified for each customer. For the sales which are over<br />
due, according to the market conditions and product<br />
types, an interest charge is applied.<br />
For the majority of trade receivables, a collateral is received<br />
from banks. For the doubtful receivables without any<br />
collateral, first, administrative follow up procedures are<br />
applied, if it fails, legal follow up starts. 100% provision is<br />
provided for all receivables under legal follow up.<br />
As trade receivables consist of a large number of<br />
customers, the aggregate value of transactions concluded<br />
is spread amongst customers and there is no significant<br />
credit risk exposure. Therefore, the Group does not require<br />
any additional provisions additional to the ones already<br />
provided at the accompanying financial statements.<br />
As of balance sheet date, there is no significant overdue<br />
receivables included in the trade receivables. (2006: there<br />
is no significant overdue receivables). Collaterals were<br />
obtained for all of those receivables and all these receivables<br />
were collected at the subsequent month. Therefore, no<br />
provision was provided.<br />
Specific provision is provided by the Group for the full<br />
amount of all unsecured receivables under legal follow<br />
up.<br />
Short Term December 31, December 31,<br />
Trade Payables 2007 2006<br />
Trade payables 557.789.268 359.602.477<br />
Discount on<br />
trade payables (-) (6.043.783) (4.515.560)<br />
Deposits and<br />
guarantees received 9.587.648 9.883.741<br />
Other trade payables 14.645.363 5.969.235<br />
575.978.496 370.939.893<br />
Movement of provision for long term doubtful receivables:<br />
January 1, - January 1, -<br />
December 31, 2007 December 31, 2006<br />
Opening balance 1.732.138 1.732.138<br />
Provision released (2.074) -<br />
Closing balance 1.730.064 1.732.138<br />
December 31, 2007 December 31, 2006<br />
Carrying Amount Fair Value Carrying Amount Fair Value<br />
Letter of guarantees 1.256.697.571 1.256.697.571 951.047.986 951.047.986<br />
Cheques 2.705.168 2.705.168 - -<br />
Total 1.259.402.739 1.259.402.739 951.047.986 951.047.986<br />
Short Term December 31, December 31,<br />
Trade Payables 2007 2006<br />
Trade Payables - 68.484.560<br />
Discount on<br />
trade payables (-) - (5.366.581)<br />
Other trade<br />
payables - 17.570.000<br />
- 80.687.979<br />
TRY 14.558.750 portion of other short term trade payables<br />
arise from the purchase of ‹sdemir from Privatization<br />
Administration (31.12.2006; Other long term trade payables:<br />
TRY 17.570.000 payables to Privatization Administration).<br />
Short term and long term trade payables consist of<br />
borrowings obtained from various banks for raw material<br />
purchases. Amount of borrowings in short term payables<br />
is TRY 189.847.315 (USD 163.001.094 ) including the<br />
interest where the interest rates vary between % 5,87-<br />
6,23 % for USD. (As of 31 December 2006, borrowings<br />
amount in short term trade payables is TRY 130.226.764<br />
(USD 92.648.523) including the interest and borrowings<br />
amount in long term trade payables is TRY 68.484.560<br />
(USD 48.722.652) where the interest rates vary between<br />
5,13-6,27%).<br />
As of December 31, 2007, TRY 3.285.510 of the discount<br />
on short term trade payables ( December 31, 2006: TRY<br />
3.957.215) and no discount on long term trade payables<br />
(December 31, 2006: TRY 4.670.953) is calculated on<br />
borrowings obtained from banks.<br />
Depending on different purchasing options, annual interest<br />
rate for USD denominated purchases is 5,87-% 6,23 %.<br />
All purchases with a maturity are USD denominated.
ERE⁄L‹ DEM‹R VE ÇEL‹K FABR‹KALARI T.A.fi.<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007<br />
(Amounts are expressed as New Turkish Lira (TRY) unless otherwise stated.)<br />
NOTE 8 – FINANCE LEASE RECEIVABLES AND PAYABLES<br />
Minimum finance lease<br />
Present value of the<br />
minimum finance lease<br />
Financial Lease<br />
Payables December 31, 2007 December 31, 2006 December 31, 2007 December 31, 2006<br />
Within one year 260.166 - 194.946 -<br />
Between two and five years 238.625 - 216.372 -<br />
Minus: financial<br />
expenses of future years (87.473) - - -<br />
Present value<br />
of the finance lease 411.318 - 411.318 -<br />
There is no finance lease receivables for the periods January 1, – December 31, 2007 and December 31, 2006.<br />
NOTE 9 – DUE FROM/TO RELATED PARTIES<br />
The immediate parent and ultimate controlling party<br />
respectively of the Group is Ere¤li Demir ve Çelik Fab.T.A.fi.<br />
Transactions between the Company and its subsidiaries,<br />
which are related parties of the Company, have been<br />
eliminated on consolidation and are not disclosed in this<br />
note.<br />
The trade receivables from related parties arise mainly<br />
from the sale transactions. The receivables are unsecured<br />
in nature and bear no interest.<br />
The trade payables to related parties mainly arise from<br />
the purchase transactions. The payables bear no interest.<br />
Due from related<br />
parties (short term)<br />
December 31, December 31,<br />
2007 2006<br />
Borçelik Çelik San.<br />
Tic. A.fi. 67.799.853 10.870.311<br />
ArcelorMittal Amb<br />
Çel. San. ve Tic. A.fi. 64.359.886 41.293.304<br />
Personelden alacaklar 605.902 86.315<br />
Bolu Çimento Sanayi A.fi. 209.297 -<br />
Teknotes A.fi. (**) - 1.953.947<br />
Adana Çimento<br />
Sanayi T.A.fi. - 239.582<br />
Oysa Çimento Sanayi<br />
ve Ticaret A.fi. - 87.915<br />
Other 13.359 206.429<br />
132.988.297 54.737.803<br />
Due to related<br />
parties (short term)<br />
December 31, December 31,<br />
2007 2006<br />
Due to personnel 19.987.833 14.133.972<br />
Adana Çimento<br />
Sanayi T.A.fi. 6.662.506 -<br />
Due to shareholders 1.404.074 1.685.562<br />
Oyak Pazarlama<br />
Hizmet ve Turizm A.fi. 1.350.909 1.539.980<br />
Oyak ‹nflaat A.fi. - 1.114.319<br />
Oyak Savunma ve<br />
Güvenlik Sistemleri A.fi. 2.062.497 -<br />
Axa Oyak Sigorta A.fi. 2.892.396 81.337<br />
Omsan Lojistik A.fi. 488.777 150.970<br />
Other 238.273 91.175<br />
35.087.265 18.797.315<br />
(**) Teknotes A.fi. was sold at December 31, 2007, therefore<br />
it is not classified as a related party as of December 31,<br />
2007.<br />
There is no long term payables or receivables with related<br />
parties.<br />
January 1, - January 1, -<br />
December 31, 2007 December 31, 2006<br />
Major sales to<br />
related parties<br />
Adana Çimento<br />
Sanayi T.A.fi. 4.085.258 1.894.776<br />
ArcelorMittal Amb.<br />
Çel. San. ve Tic. A.fi. 140.933.053 92.761.552<br />
Oysa Çimento Sanayi<br />
ve Ticaret A.fi.(*) - 1.206.931<br />
Bolu Çimento<br />
Sanayi A.fi. 1.791.853 -<br />
Oytafl ‹ç ve<br />
D›fl Ticaret A.fi. 2.412.640 -<br />
Borçelik Çelik San.<br />
Tic. A.fi. 173.146.926 220.588.210<br />
Teknotes A.fi.(**) - 3.399.463<br />
Other 108.228 1.935.210<br />
322.477.958 321.786.142<br />
88
ERE⁄L‹ DEM‹R VE ÇEL‹K FABR‹KALARI T.A.fi.<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007<br />
Major purchases<br />
from related parties<br />
Axa Oyak Sigorta A.fi. 15.019.643 4.701.783<br />
Omsan Lojistik A.fi. 10.172.175 1.043.194<br />
Oyak Pazarlama<br />
Hizmet ve Turizm A.fi. 12.846.654 5.200.687<br />
Oyak Savunma ve<br />
Güvenlik Sistemleri A.fi. 4.712.511 1.163.828<br />
Oyak Teknoloji Biliflim<br />
ve Kart Hizmetleri 1.419.509 -<br />
Teknotes A.fi. (**) - 4.533.825<br />
Other 1.776.621 2.817.323<br />
45.947.113 19.460.640<br />
(*) Oysa Çimento Sanayi ve Ticaret A.fi. was sold at March<br />
22, 2007, therefore it is not classified as a related party<br />
as of December 31, 2007.<br />
(**) Teknotes A.fi. was sold at December 31, 2007,<br />
therefore it is not classified as a related party as of<br />
December 31, 2007.<br />
December 31, December 31,<br />
2007 2006<br />
Deposits hold by related parties<br />
Oyak Bank A.fi. (*) - 196.990.057<br />
Oyak Anker Bank GmbH 8.629.482 40.739.220<br />
8.629.482 237.729.277<br />
Disbursement by related parties<br />
Oyak Bank A.fi. (*) - 244.772<br />
(*) Oyakbank A.fi. is not classified as a related party as of<br />
December 31, 2007.<br />
Salaries, bonuses and other benefits received by the key<br />
management of the Group is TRY 12.089.021 for the<br />
twelve months ended in 2007 (December 31, 2006: TRY<br />
6.534.358).<br />
NOTE 10 – OTHER RECEIVABLES AND PAYABLES<br />
Other Short Term Assets<br />
December 31, December 31,<br />
2007 2006<br />
VAT receivable 14.629.127 18.697.775<br />
Other doubtful receivables 6.672.963 7.074.383<br />
Provision for other<br />
doubtful receivables (-) (6.672.963) (7.074.383)<br />
Receivable from Privatization<br />
Administration 39.180.929 40.102.865<br />
Other 2.219.374 1.535.010<br />
56.029.430 60.335.650<br />
89<br />
(Amounts are expressed as New Turkish Lira (TRY) unless otherwise stated.)<br />
January 1, -<br />
December 31, 2007<br />
January 1, -<br />
December 31, 2006<br />
Movement of provision for other doubtful receivables<br />
Opening balance 7.074.383 6.728.702<br />
Provision for the period 56.438 507.771<br />
Provision released (-) (457.858) (162.090)<br />
Closing balance 6.672.963 7.074.383<br />
Other Long Term Assets<br />
December 31, December 31,<br />
2007 2006<br />
Municipality of<br />
Ere¤li participation fee 153.568 531.270<br />
Other Short Term Liabilities<br />
December 31, December 31,<br />
2007 2006<br />
Deductions for association membership<br />
and consumers coop. liabilities 1.408.375 973.968<br />
Blocked employment termination benefit 1.232.310 1.525.943<br />
Other liabilities 4.114.907 2.658.800<br />
6.755.592 5.158.711<br />
Other Long Term Liabilities<br />
In the current period there is no other long term payables<br />
(2006: None).<br />
NOTE 11 – BIOLOGICAL ASSETS<br />
January 1, - January 1, -<br />
December 31, 2007 December 31, 2006<br />
There are no biological assets as of December 31, 2007<br />
and December 31, 2006.<br />
NOTE 12 – INVENTORIES<br />
December 31, December 31,<br />
2007 2006<br />
Raw materials 723.054.487 812.629.970<br />
Work in process 366.084.962 149.979.506<br />
Finished goods 296.080.839 382.417.719<br />
Trade goods 2.314.640 1.767.815<br />
Other inventories 52.473.479 41.834.348<br />
Allowance for diminution in<br />
value of inventories (-) (7.321.846) (10.656.544)<br />
Order advances<br />
given 3.505.973 4.291.328<br />
1.436.192.534 1.382.264.142
ERE⁄L‹ DEM‹R VE ÇEL‹K FABR‹KALARI T.A.fi.<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007<br />
Movement of allowance for diminution in value of<br />
inventories<br />
Opening balance 10.656.544 16.630.242<br />
Provision for the period 3.082.094 1.011.003<br />
Provision released (-) (6.416.792) (6.984.701)<br />
Closing balance 7.321.846 10.656.544<br />
The value of final and semi-final product inventories includes<br />
TRY 31.519.859 depreciation and amortization expense<br />
as of December 31, 2007 (December 31, 2006:55.248.823<br />
TRY).<br />
NOTE 13 – RECEIVABLES FROM ONGOING<br />
CONSTRUCTION CONTRACTS<br />
None.<br />
NOTE 14 – DEFERRED TAX ASSETS AND LIABILITIES<br />
Deferred Tax<br />
(Amounts are expressed as New Turkish Lira (TRY) unless otherwise stated.)<br />
January 1, -<br />
December 31, 2007<br />
January 1, -<br />
December 31, 2006<br />
The Group recognizes deferred tax assets and liabilities<br />
based upon temporary differences arising between its<br />
financial statements in accordance with the CMB’s<br />
Communique on Accounting Standards and its statutory<br />
tax financial statements. These differences usually result<br />
in the recognition of revenue and expenses in different<br />
reporting periods for the CMB regulations and tax purposes<br />
and are set out below.<br />
Tax rate used in calculation of deferred tax assets and<br />
liabilities (excluding land) is 20%. (December 2006: 20%).<br />
Deferred tax is calculated with 5% tax rate for temporary<br />
timing differences occurring from land (2006:5%).<br />
Timing differences occur between the years in which<br />
certain items of income and expense are recorded for<br />
accounting and for tax purposes. Timing differences are<br />
calculated on differences between the values of tangible<br />
and intangible fixed assets, inventories and prepaid<br />
expenses in the legal books and in the inflation adjusted<br />
financial statements and on the discount of receivables,<br />
retirement pay provision and investment incentives.<br />
December 31, December 31,<br />
2007 2006<br />
Deferred tax assets:<br />
Discount on notes receivable (641.051) (1.366.854)<br />
Inventories (2.010.483) (1.985.931)<br />
Unused vacation provision (9.797.126)<br />
Tangible and intangible<br />
(6.913.871)<br />
fixed assets (128.572.127) (122.168.117)<br />
Provision for employee<br />
termination benefit<br />
(21.531.854) (17.690.464)<br />
Investment incentive (2.468.868) (10.090.191)<br />
Provision for legal cases<br />
Unused taxation<br />
(3.344.974) -<br />
disadvantage (3.621.133) -<br />
The correction of the credits<br />
according to IRR method (1.774.167) -<br />
Other (5.049.519) (2.149.076)<br />
(178.811.302) (162.364.504)<br />
Deferred tax liabilities:<br />
Discount on notes payable 577.837 868.500<br />
Inventories 143.618 5.938<br />
Tangible and intangible<br />
fixed assets 17.052.940 14.617.749<br />
Land 776.938 -<br />
The correction of the credits<br />
according to IRR method 16.078.887 -<br />
Other 947.594 -<br />
35.577.814 15.492.187<br />
(143.233.488) (146.872.317)<br />
As end of December 31, 2007, Group has TRY 18.105.665<br />
(2006 : TRY 0) tax deductible accumulated profit carried<br />
forward and TRY 3.621.133 (2006:TRY 0) is calculated<br />
as deferred tax asset.<br />
Presentation of December 31, December 31,<br />
deferred tax 2007 2006<br />
(asset) / liabilities<br />
Deferred tax<br />
(assets) (178.811.302) (162.364.504)<br />
Deferred tax<br />
liabilities 35.577.814 15.492.187<br />
(143.233.488) (146.872.317)<br />
January 1, - January 1, -<br />
Deferred Tax (asset) / December 31, December 31,<br />
liability movements 2007 2006<br />
Opening balance (146.872.317) (100.269.711)<br />
Deferred tax expense<br />
/ (income) 3.638.829 (45.814.373)<br />
Effects of<br />
Revaluation Fund - (788.233)<br />
Closing balance (143.233.488) (146.872.317)<br />
90
ERE⁄L‹ DEM‹R VE ÇEL‹K FABR‹KALARI T.A.fi.<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007<br />
NOTE 15 – OTHER CURRENT/LONG TERM ASSETS<br />
AND CURRENT/LONG TERM LIABILITIES<br />
Other Current Assets<br />
December 31, December 31,<br />
2007 2006<br />
Prepaid<br />
expenses 8.855.060 9.452.382<br />
Income accruals 1.349.241 991.027<br />
VAT carried forward 104.473.453 54.600.282<br />
VAT deductible 81.889.995 80.743.966<br />
Other VAT 29.948.698 38.918.348<br />
Prepaid taxes<br />
and funds 173.547 760.582<br />
Business advances 831.621 12.099<br />
Other 408.030 184.737<br />
227.929.645 185.663.423<br />
Other Non-Current / Long Term Assets<br />
December 31, December 31,<br />
2007 2006<br />
Prepaid expenses - 863<br />
NOTE 16 – FINANCIAL ASSETS<br />
91<br />
(Amounts are expressed as New Turkish Lira (TRY) unless otherwise stated.)<br />
Other Short Term Current Payables<br />
December 31, December 31,<br />
2007 2006<br />
Taxes and<br />
dues payable 21.330.687 17.715.785<br />
Social security<br />
premiums payable 17.745.319 28.626.635<br />
Deferred income 1.066.640 582.413<br />
Overdue and rescheduled<br />
taxes and other liabilities 7.061.600 15.822.969<br />
VAT calculated 54.303.653 53.012.450<br />
Other VAT 464.724 27.560<br />
Other payables 5.260.442 2.134.644<br />
107.233.065 117.922.456<br />
Other Long Term Current Payables<br />
December 31, December 31,<br />
2007 2006<br />
Municipality of<br />
Ere¤li participation fee 165.261 531.266<br />
Expense Relating to<br />
Future Periods 636.479 -<br />
801.740 531.266<br />
The Group's subsidiaries and shares as of December 31, 2007 and December 31, 2006 are as follows:<br />
December 31, December 31,<br />
Company Interest % 2007 Interest % 2006<br />
Borçelik Çelik San. Tic. A.fi. 8,92 48.415.165 8,92 48.415.165<br />
Teknotes A.fi. - -
ERE⁄L‹ DEM‹R VE ÇEL‹K FABR‹KALARI T.A.fi.<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007<br />
December 31, December 31,<br />
2007 2006<br />
Total assets 147.525.449 140.161.662<br />
Total liabilities (122.783.673) (117.125.518)<br />
Net assets 24.741.776 23.036.144<br />
Group’s share in<br />
net assets 6.185.444 5.759.036<br />
January 1, - January 1, -<br />
December 31, 2007 December 31, 2006<br />
Income 203.460.178 172.040.990<br />
Net profit for the period 6.238.375 797.896<br />
Group’s share in<br />
net profit for the period 1.559.594 199.474<br />
NOTE 17 – POSITIVE / (NEGATIVE) GOODWILL<br />
None.<br />
NOTE 18 – INVESTMENT PROPERTY<br />
(Amounts are expressed as New Turkish Lira (TRY) unless otherwise stated.)<br />
Financial information of the Group’s associate consolidated by the equity method is as follows:<br />
January 1, - January 1, -<br />
December 31, 2007 December 31, 2006<br />
Cost<br />
As of 1 January 30.870.315 30.870.315<br />
Additions - -<br />
As of 31 December 30.870.315 30.870.315<br />
NOTE 19 – PROPERTY, PLANT AND EQUIPMENT – NET<br />
Depreciation<br />
January 1, - January 1, -<br />
December 31, 2007 December 31, 2006<br />
As of January 1, - -<br />
Period charge - -<br />
As of December 31, - -<br />
Book Value 30.870.315 30.870.315<br />
As of December 31, 200, fair value of the Group’s<br />
investment property at November 2007 is TRY 64.853.500<br />
(USD 54.453.650) (December 31, 2006:USD 46.558.000).<br />
Fair value of investment property has been assessed in<br />
January 2007 by an independent expertise firm that is<br />
independent from the Group. Çelen Kurumsal De¤erleme<br />
ve Dan›flmanl›k A.fi. is an independent expertise company<br />
authorized by the CMB. Valuation is determined by using<br />
the market transaction values of similar properties as<br />
reference.<br />
In December 2007, the Group obtained rent income<br />
amounted to TRY 68.602 (2006:TRY 25.558) from<br />
investment properties leased under operational leases.<br />
Land Buildings Machinery and Vehicles Furniture and Other Construction in Total<br />
Land Improvements Equipment Fixtures Progress<br />
Cost<br />
As of 1 January 2007 opening balance 89.005.172 1.155.998.158 2.352.606.997 7.767.113.826 360.530.679 141.648.289 15.217.806 1.558.023.446 13.440.144.373<br />
Translation difference (23.420) - (2.066.451) (534.019) (11.926) (36.060) - (24.181) (2.696.057)<br />
Additions 164.630 14.198.018 11.322.682 47.736.759 6.175.232 7.580.999 573.252 1.296.508.502 1.384.260.074<br />
Disposals - (2.515.910) (13.530.830) (66.060.614) (5.312.356) (1.110.795) (284.096) - (88.814.601)<br />
Transfers - 10.865.703 52.677.009 571.894.872 47.955.950 20.393.612 52.024 (714.848.748) (11.009.578)<br />
Classification - (509.425) (261.726.090) 262.243.587 - (8.072) - - -<br />
As of 31 December 2007 closing balance 89.146.382 1.178.036.544 2.139.283.317 8.582.394.411 409.337.579 168.467.973 15.558.986 2.139.659.019 14.721.884.211<br />
Accumulated Depreciation<br />
As of 1 January 2007 - (1.001.223.051) (1.836.509.829) (5.135.785.313) (301.944.439) (111.174.931) (13.196.210) - (8.399.833.773)<br />
Translation difference - - 1.862.561 284.646 8.369 15.690 - - 2.171.266<br />
Charge for the period - (12.210.781) (73.370.344) (258.008.398) (13.898.275) (10.274.842) (572.080) - (368.334.720)<br />
Disposals - 2.468.968 11.611.727 59.087.579 4.352.470 1.065.215 216.528 - 78.802.487<br />
Classification - 2.120 238.054.509 (238.056.697) - 68 - - -<br />
As of 31 December 2007 - (1.010.962.744) (1.658.351.376) (5.572.478.183) (311.481.875) (120.368.800) (13.551.762) - (8.687.194.740)<br />
Advances received 57.856.871<br />
Net book value as of<br />
31 December 2007 89.146.382 167.073.800 480.931.941 3.009.916.228 97.855.704 48.099.173 2.007.224 2.139.659.019 6.092.546.342<br />
As of December 31, 2007, additions to property, plant and equipment include TRY 3.572.432 (December 31, 2006:<br />
TRY 3.781.947) capitalized amortization expenses. In addition, the capitalized finance income is TRY 83.946.133<br />
( December 31, 2006: finance expense of TRY 71.650.100).<br />
92
ERE⁄L‹ DEM‹R VE ÇEL‹K FABR‹KALARI T.A.fi.<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007<br />
Land Land Buildings Machinery Vehicles Furniture and Other Construction in<br />
Improvements and Equipment Fixtures Progress Total<br />
Cost<br />
As of January 1, 2006 opening balance 89.115.730 1.111.401.752 2.330.835.699 7.502.963.962 347.338.858 165.787.350 14.494.583 788.182.114 12.350.120.048<br />
Translation difference 61.938 - 953.072 1.770.234 22.114 104.297 - 43.002 2.954.657<br />
Additions 37.802 138.398 1.597.103 1.472.732 156.935 1.034.672 576.066 1.167.867.548 1.172.881.256<br />
Disposals (210.298) (235.219) (1.339.981) (38.763.763) (12.023.881) (28.342.006) (37.213) - (80.952.361)<br />
Transfers - 44.693.227 20.561.104 298.592.715 24.855.945 2.891.532 184.370 (398.069.218) (6.290.325)<br />
Romania Expert Work<br />
As of December 31, 2006<br />
- - - 1.077.946 180.708 172.444 - - 1.431.098<br />
closing balance 89.005.172 1.155.998.158 2.352.606.997 7.767.113.826 360.530.679 141.648.289 15.217.806 1.558.023.446 13.440.144.373<br />
Accumulated Depreciation<br />
As of January 1, 2006 opening balance - (990.911.057) (1.764.531.228) (4.922.218.740) (306.153.322) (134.542.262) (12.083.208) - (8.130.439.817)<br />
Translation difference - - (355.977) (985.802) 11.275 (30.543) - - (1.361.047)<br />
Charge for the period - (10.540.154) (73.082.699) (249.914.662) (7.386.928) (4.822.459) (1.148.748) - (346.895.650)<br />
Disposals - 228.160 693.651 37.485.755 11.746.392 28.248.785 35.746 - 78.438.489<br />
Romania Expertise Adjustment - - 766.424 (151.864) (161.856) (28.452) - - 424.252<br />
December 31, 2006 closing<br />
As of 31 December 2006 - (1.001.223.051) (1.836.509.829) (5.135.785.313) (301.944.439) (111.174.931) (13.196.210) - (8.399.833.773)<br />
Advances Received 138.670.683<br />
Net Book Value As of December 31,<br />
2006 closing balance 89.005.172 154.775.107 516.097.168 2.631.328.513 58.586.240 30.473.358 2.021.596 1.558.023.446 5.178.981.283<br />
NOTE 20 – INTANGIBLE ASSETS – NET<br />
Exploration Costs and Other<br />
Other Assets with Intangible<br />
Rights Special Useful Life Assets Total<br />
Cost<br />
Opening balance as of January 1, 2007 31.782.061 61.593.886 2.385.137 95.761.084<br />
Additions 670.103 372.933 342.619 1.385.655<br />
Translation difference 11.009.578 - - 11.009.578<br />
Closing balance as of 43.461.742 61.966.819 2.727.756 108.156.317<br />
December 31, 2007<br />
Accumulated Depreciation<br />
Opening balance as of January 1, 2007 (19.639.046) (26.668.353) (1.216.179) (47.523.578)<br />
Charge for the period (4.192.716) (2.608.997) (682.888) (7.484.601)<br />
Closing balance as of December 31, 2007 (23.831.762) (29.277.350) (1.899.067) (55.008.179)<br />
Net Book Value as of December 31, 2007 19.629.980 32.689.469 828.689 53.148.138<br />
Exploration Costs and Other<br />
Other Assets with Intangible<br />
Rights Special Useful Life Assets Total<br />
Cost<br />
Opening balance as of January 1, 2006 25.246.414 61.593.886 1.997.732 88.838.032<br />
Additions 468.898 - 149.745 618.643<br />
Translation difference 14.084 - - 14.084<br />
Transfers 6.052.665 - 237.660 6.290.325<br />
Closing balance as of December 31, 2006 31.782.061 61.593.886 2.385.137 95.761.084<br />
Accumulated Depreciation<br />
Opening balance as of January 1, 2006 (17.393.136) (24.009.253) (675.627) (42.078.016)<br />
Charge for the period (2.245.727) (2.659.100) (540.552) (5.445.379)<br />
Translation difference (183) - - (183)<br />
Closing balance as of December 31, 2006 (19.639.046) (26.668.353) (1.216.179) (47.523.578)<br />
Net Book Value as of December 31, 2006 12.143.015 34.925.533 1.168.958 48.237.506<br />
93<br />
(Amounts are expressed as New Turkish Lira (TRY) unless otherwise stated.)
ERE⁄L‹ DEM‹R VE ÇEL‹K FABR‹KALARI T.A.fi.<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007<br />
NOTE 21 – ADVANCES RECEIVED<br />
December 31, December 31,<br />
2007 2006<br />
Short term advances<br />
received 101.644.922 195.351.765<br />
NOTE 22 – RETIREMENT BENEFITS<br />
There are no retirement benefits and related assets as of<br />
December 31, 2007 and December 31, 2006.<br />
NOTE 23 – PROVISIONS<br />
a) Short Term Provisions<br />
December 31, December 31,<br />
2007 2006<br />
Provision for corporate tax114.648.337 121.468.415<br />
Prepaid taxes<br />
and funds (-) (91.257.104) (84.787.156)<br />
Penalty provision for obligatory<br />
employment shortage of<br />
disabled people, ex-convicts, and<br />
terror victims 56.718.022 43.322.264<br />
Provision for the<br />
increase in social - 1.384.221<br />
aid Provision<br />
for tax risks 43.371.778 40.630.723<br />
Unused vacation<br />
provision 48.985.632 34.797.008<br />
Provision for legal cases (Note: 31)16.724.870 20.540.703<br />
189.191.535 177.356.178<br />
Movements of current provisions:<br />
(Amounts are expressed as New Turkish Lira (TRY) unless otherwise stated.)<br />
Movement of provision for obligatory employment shortage<br />
of disabled, ex-convicts and terror victims is as follows:<br />
January 1, - January 1, -<br />
December 31, 2007 December 31, 2006<br />
Opening balance 43.322.264 30.072.990<br />
Increase 17.956.090 14.680.147<br />
during the period<br />
Provision released (4.560.332) (1.430.873)<br />
Closing balance 56.718.022 43.322.264<br />
Movement of provision for social aid is as follows:<br />
January 1, - January 1, -<br />
December 31, 2007 December 31, 2006<br />
Opening balance 1.384.221 1.258.535<br />
Increase during the period - 125.686<br />
Provision released (1.384.221) -<br />
Closing balance - 1.384.221<br />
Movement of provision for tax risks is as follows:<br />
1 January - 1 January -<br />
31 December 2007 31 December2006<br />
Opening balance 40.630.723 43.345.975<br />
Increase during the period 3.167.479 5.105.936<br />
Payment in cash - (7.821.188)<br />
Provision released (426.424) -<br />
Closing balance 43.371.778 40.630.723<br />
Movement of provision for legal cases is as follows:<br />
January 1, - January 1, -<br />
December 31, 2007 December 31, 2006<br />
Opening balance 20.540.703 16.611.084<br />
Increase during the period 4.633.008 4.748.056<br />
Payment in cash (968.534) (231.119)<br />
Provision released (7.480.307) (587.318)<br />
Closing balance 16.724.870 20.540.703<br />
b) Long Term Provisions<br />
December 31, December 31,<br />
2007 2006<br />
Provisions for employee<br />
termination benefits 107.716.254 88.452.318<br />
Under Turkish Labor Law, the Company is required to<br />
pay employment termination benefits to each employee<br />
who has qualified for such payment. Also, employees are<br />
required to be paid their provision for employment<br />
termination benefits who are entitled to receive provisions<br />
for employee termination benefits in accordance with the<br />
effective laws: No: 2422 on 6 March, 1981 and No: 4447<br />
on August 25, 1999 of the Social Insurance Act No: 506<br />
and the requirements of the amended Article 60 of the<br />
related Act.<br />
The maximum amount of monthly TRY 2.030,19 which<br />
is effective in December 31, 2007 has been taken into<br />
consideration in calculation of provision from employment<br />
termination benefits as of December 31, 2007 (December<br />
31, 2006:TRY 1.857,44)<br />
The liability is not funded, as there is no funding<br />
requirement.<br />
The provision has been calculated by estimating the<br />
present value of the future probable obligation of the<br />
Company arising from the retirement of employees. IAS<br />
19 (Employee Benefits) requires actuarial valuation methods<br />
to be developed to estimate the enterprise’s obligation<br />
under defined benefit plans. Accordingly, the following<br />
actuarial assumptions were used in the calculation of the<br />
total liability:<br />
94
ERE⁄L‹ DEM‹R VE ÇEL‹K FABR‹KALARI T.A.fi.<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007<br />
The principal assumption is that the maximum liability for<br />
each year of service will increase parallel with the inflation.<br />
Thus, the discount rate applied represents the expected<br />
real rate after adjusting for the anticipated effects of future<br />
inflation. Consequently, in the accompanying financial<br />
statements as at December 31, 2007, the provision has<br />
been calculated by estimating the present value of the<br />
future probable obligation of the Company arising from<br />
the retirement of the employees. The provisions at the<br />
respective balance sheet dates have been calculated<br />
assuming an annual inflation rate of 5% and a discount<br />
rate of 11%, resulting in a real discount rate of approximately<br />
5,71% (December 31, 2006: real discount rate of 5,71%).<br />
The anticipated rate of forfeitures is considered. As the<br />
maximum liability is revised semi annually, the maximum<br />
amount of TRY 2.087,92 effective as of July 1, 2007 has<br />
been taken into consideration in calculation of provision<br />
from employment termination benefits (December 31,<br />
2006: TRY 1.960,69 effective as of January 1, 2007).<br />
Movement of provision for employee termination benefit<br />
is as follows:<br />
January 1, - January 1, -<br />
December 31, 2007 December 31, 2006<br />
Provision at the<br />
beginning of the period 88.452.318 67.406.662<br />
Service cost 22.333.737 25.021.828<br />
Interest cost 5.014.037 3.698.081<br />
Provision paid<br />
Provision as of<br />
(8.083.838) (7.674.253)<br />
the period end 107.716.254 88.452.318<br />
95<br />
(Amounts are expressed as New Turkish Lira (TRY) unless otherwise stated.)<br />
NOTE 25 – CAPITAL/TREASURY SHARES<br />
NOTE 24 – MINORITY INTERESTS GAIN / (LOSS) OF<br />
MINORITY SHARES<br />
a) Minority Interests<br />
January 1, - January 1, -<br />
December 31, 2007 December 31, 2006<br />
Balance as of<br />
January 1, 132.026.389 104.202.992<br />
Changes in minority interest<br />
in the period except net<br />
profit / (loss) for the period 1.988.462 458.998<br />
Minority interest in net<br />
profit / (loss) for the period 24.799.837 27.364.399<br />
Balance as<br />
of period end 158.814.688 132.026.389<br />
b) Minority Interest’s Share on Period (Profit) / Loss<br />
January 1, - January 1, -<br />
December 31, 2007 December 31, 2006<br />
Minority Interest’s Share on<br />
Period (Profit) / Loss 24.799.837 27.364.399<br />
As of December 31, 2007 and December 31, 2006 the share capital is as follows:<br />
December 31, December 31,<br />
Shareholders (%) 2007 (%) 2006<br />
Ataer Holding A.fi. 49,29 415.976.372 49,29 240.448.787<br />
Other 47,63402.037.466 47,63<br />
232.391.615<br />
Erdemir’s Own Shares 3,08 26.004.662 3,08 15.031.598<br />
Historical Capital 844.018.500 487.872.000<br />
Effect of inflation 731.967.735 731.967.735<br />
Restated Capital 1.575.986.235 1.219.839.735<br />
Less: Treasury Shares (26.004.662) (15.031.598)<br />
Less: Treasury Shares – Effect of Inflation (8.395.312) (8.395.312)<br />
Adjusted Capital 1.541.586.261 1.196.412.825
ERE⁄L‹ DEM‹R VE ÇEL‹K FABR‹KALARI T.A.fi.<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007<br />
(Amounts are expressed as New Turkish Lira (TRY) unless otherwise stated.)<br />
NOTE 26 – CAPITAL RESERVES<br />
December 31, December 31,<br />
2007 2006<br />
Premium in<br />
excess of par 112.766.677 112.766.677<br />
Revaluation<br />
reserve 17.979.124 17.514.373<br />
Inflation adjustment of shareholders’<br />
equity items 2.143.602.252 2.143.168.781<br />
2.274.348.053 2.273.449.831<br />
NOTE 27 – PROFIT RESERVES<br />
December 31, December 31,<br />
2007 2006<br />
Legal reserves 151.524.628 114.745.182<br />
Statutory reserves 405.033.456 301.039.045<br />
Extraordinary reserves 249.696.392 249.696.392<br />
Special reserves 78.640 78.640<br />
Translation<br />
differences (2.025.419) -<br />
804.307.697 665.559.259<br />
NOTE 29 – FOREIGN CURRENCY POSITION<br />
According to the Turkish Commercial Code, legal reserves<br />
consist of first and second legal reserves. The first legal<br />
reserves appropriated out of historical statutory profit at<br />
the rate of 5% per annum, until the total reserve reaches<br />
20% of the historical paid in share capital. The second<br />
legal reserve is appropriated after the first legal reserves<br />
and dividends at the rate of 10% per annum of all cash<br />
distributions.<br />
NOTE 28 – RETAINED EARNINGS<br />
December 31, December 31,<br />
2007 2006<br />
Retained earnings 1.428.345.749 1.302.518.139<br />
USD EUR JPY GBP OTHER<br />
FOREIGN<br />
CURRENCIES<br />
December 31, 2007<br />
Cash and cash equivalents 134.076.120 258.464.062 30.950 11.116 - 392.582.248<br />
Trade receivables 792.067.138 10.397.833 3.013 - - 802.467.984<br />
Other assets 29.847.302 10.659.895 - 27.398 91.295 40.625.890<br />
Total Foreign Currency Assets 955.990.560 279.521.790 33.963 38.514 91.295 1.235.676.122<br />
Borrowings 1.457.678.464 711.527.205 117.871.195 - - 2.287.076.864<br />
Trade payables 330.806.416 102.543.819 18.321.217 401.612 882.022 452.955.086<br />
Other payables 5.982.043 1.430.352 - - - 7.412.395<br />
Advances received 155.290 - - - - 155.290<br />
Total Foreign Currency Liabilities 1.794.622.213 815.501.376 136.192.412 401.612 882.022 2.747.599.635<br />
Foreign Currency Position - Net (838.631.653) (535.979.586) (136.158.449) (363.098) (790.727) (1.511.923.513)<br />
December 31, 2006<br />
Cash and cash equivalents 507.555.020 132.604.372 145.090 3.389 37 640.307.908<br />
Trade receivables 659.436.069 3.244.848 50.041 - - 662.730.958<br />
Other assets 24.968.003 920.468 - 51.061 325.594 26.265.126<br />
Total Foreign Currency Assets 1.191.959.092 136.769.688 195.131 54.450 325.631 1.329.303.992<br />
Borrowings 1.230.525.960 690.207.889 142.168.795 - - 2.062.902.644<br />
Trade payables 348.296.173 46.655.497 1.466.703 34.252 563.512 397.016.137<br />
Other payables 2.667.376 - - - - 2.667.376<br />
Advances received 34.681.475 - - - - 34.681.475<br />
Total Foreign Currency Liabilities 1.616.170.984 736.863.386 143.635.498 34.252 563.512 2.497.267.632<br />
Foreign Currency Position - Net (424.211.892) (600.093.698) (143.440.367) 20.198 (237.881) (1.167.963.640)<br />
96
ERE⁄L‹ DEM‹R VE ÇEL‹K FABR‹KALARI T.A.fi.<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007<br />
NOTE 30 – GOVERNMENT GRANTS AND INCENTIVES<br />
None.<br />
NOTE 31 – COMMITMENTS AND CONTINGENCIES<br />
December 31, December 31,<br />
2007 2006<br />
Lawsuits filed by the Group<br />
TRY 27.884.340 19.743.045<br />
USD 66.669.457 81.348.881<br />
94.553.797 101.091.926<br />
Reserves for lawsuits filed by the Group<br />
TRY 8.457.940 8.952.145<br />
USD 7.296.286 9.695.298<br />
15.754.226 18.647.443<br />
Lawsuits filed against the Group<br />
TRY 61.410.576 50.833.981<br />
USD 4.160.834 6.111.437<br />
65.571.410 56.945.418<br />
Reserves for lawsuits filed against the Group<br />
TRY 12.097.075 15.163.718<br />
USD 4.627.795 5.376.985<br />
16.724.870 20.540.703<br />
As of 31 December 2007 and December 31, 2006, USD<br />
25.000.000 (TRY 29.117.500) of lawsuits filed by the<br />
Group is against the insurance company for the<br />
compensation of losses from a crane broken due to a<br />
ship accident in 2005, for which the value of the crane<br />
was recognized over scrap value in the financial statements.<br />
Again for the same accident, ship owner, captain and<br />
indemnity insurance company of the ship is filed by the<br />
Group and the amount of this lawsuit is USD 25.000.000<br />
(TRY 29.117.500).<br />
As of 31 December 2007 and December 31, 2006, TRY<br />
35.673.249 worth of lawsuits filed against the Group is<br />
for the purpose of the cancellation of the Company’s 2005<br />
general meeting and cancellation of profit distribution of<br />
2005 filed by the Privatization Administration.<br />
Guarantees received by the Group are as follows:<br />
December 31, December 31,<br />
2007 2006<br />
Letter of guarantees<br />
received 1.297.992.522 1.139.124.711<br />
Treasury bills<br />
and bonds - 15.004<br />
Cash 1.166.641 1.517.922<br />
1.299.159.163 1.140.657.637<br />
97<br />
(Amounts are expressed as New Turkish Lira (TRY) unless otherwise stated.)<br />
Guarantees given by the Group is as follows:<br />
December 31, December 31,<br />
2007 2006<br />
Letter of guarantees<br />
given 40.328.467 73.160.987<br />
NOTE 32 – BUSINESS COMBINATIONS<br />
There is no business combination as of December 31,<br />
2007 and 31 December 2006.<br />
NOTE 33 – SEGMENTAL INFORMATION<br />
The Company operates predominantly in one industry<br />
segment, basically production, marketing and distribution<br />
of flat iron and steel. As the Company is in this industry<br />
segment, the accompanying financial statements do not<br />
include separate segmental financial information. All material<br />
assets, production facilities and distribution channels are<br />
located in Turkey.<br />
NOTE 34 – SUBSEQUENT EVENTS<br />
None.<br />
NOTE 35 – DISCONTINUED OPERATIONS<br />
There is no discontinued operation as of December 31,<br />
2007 and December 31, 2006.<br />
NOTE 36 – OPERATING INCOME<br />
January 1, - January 1, -<br />
December 31, 2007 December 31, 2006<br />
Sales Revenue<br />
Domestic sales 4.702.056.035 3.757.548.860<br />
Export sales 762.643.475 1.081.772.058<br />
Other revenues 87.863.446 96.536.371<br />
Sales returns (-) (11.909.475) (5.723.945)<br />
Sales discounts (-) (86.520.164) (22.301.329)<br />
Other discounts (-) (629.306) (5.565.609)<br />
5.453.504.011 4.902.266.406<br />
Cost of Sales (4.433.155.312) (3.897.165.868)<br />
Gross Profit 1.020.348.699 1.005.100.538<br />
Breakdown of cost of sales for the periods January 1, –<br />
December 31, 2007 and January 1, – December 31, 2006<br />
is as follows:<br />
January 1, - January 1, -<br />
December 31, 2007 December 31, 2006<br />
Personnel expense (691.217.333) (606.017.233)<br />
Material usage (2.837.175.734) (2.322.486.983)<br />
Depreciation<br />
expense (337.560.173) (292.207.288)<br />
Other (567.202.072) (676.454.364)<br />
(4.433.155.312) (3.897.165.868)
ERE⁄L‹ DEM‹R VE ÇEL‹K FABR‹KALARI T.A.fi.<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007<br />
NOTE 37 – OPERATING EXPENSES<br />
(Amounts are expressed as New Turkish Lira (TRY) unless otherwise stated.)<br />
January 1, - January 1, -<br />
31 December 2007 31 December 2006<br />
Research and development<br />
expenses (-) (2.878.153) (3.970.567)<br />
Marketing, selling and<br />
distribution expenses (-) (60.088.735) (57.331.711)<br />
General administrative<br />
expenses (-) (154.941.933) (129.597.165)<br />
(217.908.821) (190.899.443)<br />
Breakdown of research and development expenses for<br />
the periods 1 January – 31 December 2007 and 1 January<br />
– 31 December 2006 is as follows:<br />
January 1, - January 1, -<br />
December 31, 2007 December 31, 2006<br />
Personnel expense (1.186.637) (2.151.826)<br />
Depreciation<br />
expense (3.716) (362.520)<br />
Other (1.687.800) (1.456.221)<br />
(2.878.153) (3.970.567)<br />
Breakdown of marketing, selling and distribution expenses<br />
for the periods January 1, – December 31, 2007 and<br />
January 1, – December 31, 2006 is as follows:<br />
January 1, - January 1, -<br />
December 31, 2007 December 31, 2006<br />
Personnel expense (9.551.975) (8.958.502)<br />
Depreciation<br />
expense (448.028) (262.023)<br />
Other (50.088.732) (48.111.186)<br />
(60.088.735) (57.331.711)<br />
Breakdown of general administration expenses for the<br />
periods January 1, – December 31, 2007 and January 1,<br />
– December 31, 2006 is as follows:<br />
January 1, - January 1, -<br />
December 31, 2007 December 31, 2006<br />
Personnel expense (83.626.093) (68.454.931)<br />
Depreciation<br />
expense (2.715.109) (3.678.703)<br />
Other (68.600.731) (57.463.531)<br />
(154.941.933) (129.597.165)<br />
NOTE 38 – OTHER INCOME/EXPENSES AND PROFIT<br />
/ LOSSES<br />
January 1, - January 1, -<br />
December 31, 2007 December 31, 2006<br />
Other income<br />
and profit<br />
Foreign exchange gains 5.873.715 -<br />
Interest income<br />
Profit on sale of marketable<br />
93.216.285 94.690.784<br />
securities 5.782 1.076.287<br />
Discounting income<br />
Provisions<br />
12.354.879 24.826.107<br />
released 18.404.825 10.232.588<br />
Income from scrap sold 4.315.126 3.194.885<br />
Income from scrap separator 30.979.378 23.172.359<br />
Sales of coal imported<br />
Income of the<br />
- 4.872.421<br />
returned material 1.400.167 2.780.564<br />
Service income 3.727.418 5.044.406<br />
Maintenance and repair income 5.150.273 7.709.482<br />
Fixed asset sales income 3.562.683 4.517.720<br />
Income from inventory differences 3.157.269 2.139.352<br />
Insurance income 2.559.930 1.911.014<br />
Electricity and telephone income1.389.126 1.508.949<br />
Dispatch income 2.663.470 2.323.283<br />
Rent income 784.587 942.372<br />
Income from delay penalties 9.215.718 4.254.874<br />
Other income and profits 23.049.922 13.128.875<br />
221.810.553 208.326.322<br />
January 1, - January 1, -<br />
December 31, 2007 December 31, 2006<br />
Other expense and losses (-)<br />
Foreign exchange losses (-) - (13.637.115)<br />
Discounting expenses (-) (14.911.328) (22.599.147)<br />
Commission expenses (-) (771.945) (472.297)<br />
Provision expenses (-) (26.448.656) (25.850.634)<br />
Cost of services (-) (1.341.494) (2.247.220)<br />
Lawsuit compensations (-) (12.415.673) (6.434.817)<br />
Legal claim provision expense (-) (4.633.008) (4.748.056)<br />
Demurrage costs (-) (9.851.846) (9.756.267)<br />
Cost of imported<br />
coal sold (-) - (5.197.154)<br />
Provision for diminution in value<br />
of equity investments (-) (5.804.073) -<br />
Loss on sale of<br />
fixed assets (-) (4.866.003) (200.289)<br />
Donations to various<br />
institutions (-) (335.799) (2.195.471)<br />
Site maintenance costs (-) (8.430.105) (7.174.121)<br />
Other expenses (-) (16.160.582) (26.521.352)<br />
(105.970.512) (127.033.940)<br />
98
ERE⁄L‹ DEM‹R VE ÇEL‹K FABR‹KALARI T.A.fi.<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007<br />
NOTE 39 – FINANCE EXPENSES<br />
99<br />
January 1, - January 1, -<br />
December 31, 2007 December 31, 2006<br />
Interest expense of loans (95.735.636) (77.034.446)<br />
Foreign exchange<br />
difference of loans (31.380) (30.575.682)<br />
(95.767.016) (107.610.128)<br />
Total finance expense for the period is TRY 56.331.154<br />
(January 1, – December 31, 2006: TRY 224.411.288).<br />
TRY 95.767.016 of the total finance expense was<br />
recognized directly to profit and loss (January 1, –<br />
December 31, 2006: TRY 107.610.128). The amount<br />
equal to (TRY 36.276.978) (income) was capitalized<br />
(January 1, – December 31, 2006: TRY 118.198.806) and<br />
(TRY 3.158.884) (income) is written on the inventories<br />
(January 1, – December 31, 2006: (TRY 1.397.646 TRY)<br />
(income).<br />
NOTE 40 – NET MONETARY GAIN / (LOSS)<br />
The CMB’s resolution numbered 11/367 and dated 17<br />
March 2005 declares that companies operating in Turkey<br />
which prepare their financial statements in accordance<br />
with the CMB’s Accounting Standards, effective January<br />
1, 2005, will not be subject to the application of inflation<br />
accounting. Consequently, no monetary gain or loss is<br />
presented in the accompanying financial statements.<br />
NOTE 41 – TAXATION<br />
(Amounts are expressed as New Turkish Lira (TRY) unless otherwise stated.)<br />
December 31, December 31,<br />
2007 2006<br />
Corporate Tax Payable:<br />
Current corporate tax<br />
provision (Note 23) 114.648.337 121.468.415<br />
Prepaid taxes and<br />
funds (Note 23) (91.257.104) (84.787.156)<br />
23.391.233 36.681.259<br />
January 1, - January 1, -<br />
December 31, 2007 December 31, 2006<br />
Taxation:<br />
Current corporate<br />
tax expense 114.648.337 121.468.415<br />
Deferred tax<br />
(benefit) / charge 3.638.829 (45.814.373)<br />
118.287.166 75.654.042<br />
Corporate Tax:<br />
The Group is subject to Turkish corporation taxes. Provision<br />
is made in the accompanying financial statements for the<br />
estimated charge based on the Group’s results for the<br />
year.<br />
Corporation tax is applied on taxable corporate income,<br />
which is calculated from the statutory accounting profit<br />
by adding back non-deductible expenses, and by<br />
deducting dividends received from resident companies,<br />
other exempt income and investment incentives utilized.<br />
Effective corporate tax rate for the first half of 2007 is 20%<br />
(December 31, 2006: 20%). TRY 127.936.167 is the total<br />
amount of the corporate tax paid by the Group during the<br />
first nine months of the year 2007 (December 31, 2006:<br />
TRY 122.602.754).<br />
In Turkey, advance tax returns are filed on a quarterly<br />
basis. The advance corporate income tax rate in the first<br />
nine month of 2007 is 20% (December 31, 2006: 20%).<br />
Losses can be carried forward to offset against future<br />
taxable income for up to 5 years. Losses cannot be carried<br />
back to offset against profits from previous periods.<br />
In Turkey, there is no procedure for a final and definitive<br />
agreement on tax assessments. Companies file their tax<br />
returns between 1-25 April following the closing of the<br />
accounting year to which they relate. Tax authorities may,<br />
however, examine such returns and the underlying<br />
accounting records and may revise assessments within<br />
five years.<br />
Income Withholding Tax:<br />
In addition to corporate taxes, companies should also<br />
calculate income withholding taxes and funds surcharge<br />
on any dividends distributed, except for resident companies<br />
in Turkey receiving dividends from resident companies in<br />
Turkey and Turkish branches of foreign companies. The<br />
rate of income withholding tax is 10% starting from 24<br />
April 2003. This rate was changed to 15% as of 23 July<br />
2006. Undistributed dividends incorporated in share capital<br />
are not subject to income withholding taxes. 19,8%<br />
withholding tax must be applied to investment allowances<br />
relating to investment incentive certificates obtained prior<br />
to 24 April 2003. Subsequent to this date, companies<br />
can deduct 40% of the investment disbursements which<br />
are directly related to production facilities of the company<br />
and are within the scope of the investment incentive<br />
certificate. The investments without investment incentive<br />
certificates do not qualify for tax allowance.
ERE⁄L‹ DEM‹R VE ÇEL‹K FABR‹KALARI T.A.fi.<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007<br />
January 1, - January 1, -<br />
Tax Provision Reconciliation December 31, 2007 December 31, 2006<br />
Profit before tax 797.713.066 760.518.950<br />
Effective tax rate %20 %20<br />
Calculated tax 159.542.613 152.103.790<br />
Reconciliation between the tax provision and calculated tax:<br />
- Non-deductible expenses 6.195.051 9.133.111<br />
- Tax loss carry forward (7.263.560) -<br />
- Non-taxable income (6.877.403) (11.712.902)<br />
- Permanent timing differences 9.664.942 (26.924.482)<br />
- Different tax rates of subsidiaries operating in<br />
other jurisdictions 86.811 (221.177)<br />
- Donations 55.092 1.522.953<br />
- Investment incentive (41.900.318) (41.103.661)<br />
- Other (1.216.062) (7.143.590)<br />
Tax expense in income statement 118.287.166 75.654.042<br />
NOTE 42 – EARNINGS PER SHARE<br />
(Amounts are expressed as New Turkish Lira (TRY) unless otherwise stated.)<br />
Investment incentive certificate application is abrogated<br />
commencing from January 1, 2006. If companies fail to<br />
make a profit or incur losses, any allowance outstanding<br />
as of December 31, 2005 may be carried forward to the<br />
following years so as to be deducted from taxable income<br />
of subsequent profitable years. However, companies can<br />
deduct the carried forward outstanding allowance only<br />
from 2006, 2007 and 2008 taxable income. The investment<br />
incentive amount that cannot be deducted from 2008<br />
taxable income will not be carried forward to following<br />
years.<br />
The effective tax rate to be used in the case of deducting<br />
the tax investment incentive amounts in 2006, 2007 and<br />
2008, is 30%. If the Company does not use the investment<br />
incentive carried forward, the effective tax rate will be 20%<br />
and the right to use investment incentive will be forfeited.<br />
Since the Group (‹sdemir is not included) does not utilize<br />
investment incentives, the effective tax rate used in the<br />
period January 1, – December 31, 2007 is 20%. ‹sdemir<br />
utilizes 40% investment incentives as of December 31,<br />
2007.<br />
Inflation Adjusted Tax Calculation:<br />
For 2003 and previous years, taxable profits were calculated<br />
without any inflation adjustment to the statutory records,<br />
except that fixed assets and the related depreciation were<br />
revalued annually. Law No. 5024 published in the Official<br />
Gazette No. 25332 on 30 December 2003 requires the<br />
application of inflation accounting in Turkey in 2003 and<br />
future years for tax purposes, if the actual rate of inflation<br />
meets certain thresholds, using principles which do not<br />
differ substantially from IAS 29 “Financial Reporting in<br />
Hyperinflationary Economies”. As inflation met certain<br />
thresholds as of 31 December 2004, the Group has<br />
adjusted its statutory financial statements as of 31<br />
December 2004 in accordance with Law No. 5024 and<br />
inflation adjusted balances as at 31 December 2004 were<br />
taken as opening balances as of 1 January 2005. However,<br />
as inflation did not meet the required thresholds in 2006<br />
and 2007, the Group did not apply inflation accounting<br />
in its 2006 annual and 2007 semiannual financial<br />
statements.<br />
For the period January 1, – December 31, 2007 and January 1, – December 31, 2006 the earnings per share calculation<br />
is as follows:<br />
January 1, - January 1, -<br />
December 31, 2007 December 31, 2006<br />
Number of shares outstanding (*) 84.401.850.000 84.401.850.000<br />
Net profit – TRY 679.425.900 684.864.908<br />
Profit per share with 0,8050/ 0,8114/<br />
1 TRY nominal value TRY / % 80,50% 81,14%<br />
(*) By the decision taken at Ere¤li Demir ve Çelik Fabrikalar› T.A.fi., general shareholders assembly meeting dated March<br />
22, 2007, the Company’s paid capital was increased from TRY 487.872.000 to TRY 844.018.500. One share’s nominal<br />
amount was also changed from TL 500 to New Kurufl 1.<br />
100
ERE⁄L‹ DEM‹R VE ÇEL‹K FABR‹KALARI T.A.fi.<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007<br />
NOTE 43 – CASH FLOW STATEMENT<br />
Changes in working capital are as follows:<br />
101<br />
(Amounts are expressed as New Turkish Lira (TRY) unless otherwise stated.)<br />
January 1, - January 1, -<br />
December 31, 2007 December 31, 2006<br />
Short term trade receivables and due from related parties (113.835.189) 67.657.751<br />
Inventories (19.073.835) (371.827.367)<br />
Other receivables and current assets (37.558.583) (78.470.510)<br />
Long term trade receivables 1.552.254 7.866.616<br />
Other long term receivables and non current assets 378.566 315.230<br />
Trade payables and due to related parties 161.036.297 (3.948.048)<br />
Advances received (93.706.843) 129.677.408<br />
Other short term payables (8.897.564) (35.305.606)<br />
Long term trade payables and due to related parties (16.874.372) 16.434.289<br />
Other long term payables 486.846 (308.243)<br />
(126.492.423) (267.908.480)<br />
NOTE 44 – OTHER ISSUES AFFECTING THE CONSOLIDATED FINANCIAL STATEMENTS SIGNIFICANTLY OR<br />
REQUIRED TO BE DISCLOSED FOR CLEAR, UNDERSTANDABLE AND INTERPRETABLE PRESENTATION<br />
Inflation Adjustment of Shareholders’ Equity Items<br />
In accordance with the Communiqué on “Amending the Communiqué on the Principles and Procedures for the<br />
Restatement of Financial Statements in Hyperinflationary Periods (Serial: XI No: 26)”, equity balances are recognized<br />
at their historic values. Differences arising from their restatement are shown in total under the “Indexation Difference<br />
from Equity” items. Restatement differences arising from equity items are shown in the shareholders’ equity under the<br />
“Inflation adjustment of shareholders’ equity” items and include the following:<br />
Account Name December 31, 2007 December 31, 2006<br />
Capital 731.967.735 731.967.735<br />
Treasury shares (8.395.312) (8.395.312)<br />
Premium in excess of par 124.572.666 124.572.666<br />
Legal reserves 255.131.956 254.698.485<br />
Statutory reserves 859.658.451 859.658.451<br />
Extraordinary reserves 58.399.222 58.399.222<br />
Special reserves 122.267.534 122.267.534<br />
TOTAL 2.143.602.252 2.143.168.781<br />
Adjustments to previous year financial statements and their nature<br />
As mentioned in Note 2, in order to comply with the presentation of the current period financial statements, comparative<br />
information are restated when required. Details and amounts of restatements are as follows:<br />
Restatements in the balance sheet items are as follows:<br />
December 31, 2006 December 31, 2006<br />
Account Name (Previously reported) (Restated) Difference<br />
Assets:<br />
Inventory (1) 1.381.439.709 1.382.264.142 824.433<br />
Receivables from Continuing Construction Contracts (1) 23.841.133 - (23.841.133)<br />
Total (23.016.700)<br />
Liabilities:<br />
Trade Payables (1) 393.956.593 370.939.893 (23.016.700)<br />
Other Financial Liabilities (2) - 5.158.711 5.158.711<br />
Other Liabilities (2) ) 5.158.711 - (5.158.711)<br />
Treasury Shares (3) (15.032.518) (15.031.598) 920<br />
Inflation adjustment of shareholders’ equity items (3) 2.143.169.701 2.143.168.781 (920)<br />
Total (23.016.700)
ERE⁄L‹ DEM‹R VE ÇEL‹K FABR‹KALARI T.A.fi.<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007<br />
(Amounts are expressed as New Turkish Lira (TRY) unless otherwise stated.)<br />
(1) Same kind of advance balances followed under accounts “Receivables from Continuing Construction Contracts” and<br />
“Trade payables” are netted off and this net balance is shown under inventories.<br />
(2) Balances followed under accounts starting with 33 in the uniform chart of accounts and presented under “Other<br />
Liabilities” account in the previous period are classified to “Other Financial Liabilities”.<br />
(3) The inflation adjustment difference of Erdemir’s own shares in treasury share adjustment is reclassified to “Inflation<br />
Adjustment of Shareholders’ Equity Items”.<br />
Restatements in the income statement items are as the follows:<br />
December 31, 2006 December 31, 2006<br />
Account Name (Previously reported) (Restated) Difference<br />
Sales Income (1) (4) (7) 4.903.192.586 4.902.266.406 (926.180)<br />
Cost of Sales (-) (2) (3) (3.899.667.993) (3.897.165.868) 2.502.125<br />
Operating Expenses – net (5) (6) (179.061.827) (190.899.443) (11.837.616)<br />
Income and Profit from Other Operations (1) (3) (4) (5) 208.710.833 208.326.322 (384.511)<br />
Expenses and Losses from Other Operations (-) (2) (6) (7) (137.680.122) (127.033.940) 10.646.182<br />
Total -<br />
(1) Dispatch income amounting to TRY 1.089.385 which<br />
was previously reported in “Sales Income” is reclassified<br />
to “Income and Profit from Other Operations”.<br />
(2) Amount equal to TRY (2.151.367) which was previously<br />
reported in “Expenses and Losses from Other Operations”<br />
and classified as “Idle Capacity Cost” is reclassified to<br />
“Cost of Sales”.<br />
(3) Incentive income amounting to TRY 4.653.492 which<br />
was previously reported in “Income and Profit from Other<br />
Operations” is reclassified to “Cost of Sales”.<br />
(4) Electricity and water sales income amounting to TRY<br />
1.299.620 which was previously reported in “Income and<br />
Profit from Other Operations” is reclassified to “Other<br />
Sales Income”.<br />
(5) Provisions for accrued unpaid vacations which was<br />
previously reported in “Operating Expenses” is reclassified<br />
to “Income and Profit from Other Operations”.<br />
(6) Payment of Erdemir Foundation amounting to TRY<br />
7.358.400 which was previously reported in “Expenses<br />
and Losses from Other Operations” is reclassified to<br />
“Operating Expenses”.<br />
(7) Previous year’s sales returns and price differences<br />
amounting to TRY 1.136.415 which was previously<br />
reported in “Expenses and Losses from Other Operations”<br />
is reclassified to “Sales Income”.<br />
Regarding to December 31, 2006; reclassifications those<br />
have been made within “Sales Income” and does not<br />
effect to total balance are as follows:<br />
- Harbour income previously reported in “Domestic Sales”<br />
amounting to TRY 20.180.147 TRY is reclassified to “Other<br />
Income”.<br />
- By product sales income previously reported in “Domestic<br />
Sales” amounting to TRY 7.747.953 and reported in<br />
“Exports” amounting to TRY 5.242.063 is reclassified to<br />
“Other Income”.<br />
Additional information about financial instruments<br />
(a) Capital risk management<br />
The Group manages its capital through the optimization<br />
of the debt and the equity balance that minimizes the<br />
financial risk.<br />
Through the forecasts regularly prepared by the Group,<br />
the future capital amount, debt to equity ratio and similar<br />
ratios are forecasted and required precautions are taken<br />
to strengthen the capital.<br />
The capital structure of the Company consists of debt<br />
which includes the borrowings disclosed in note 6, cash<br />
and cash equivalents and equity attributable to equity<br />
holders of the parent, comprising issued capital, reserves<br />
and retained earnings as disclosed in note 25, 26, 27 and<br />
28.<br />
The Group’s board of directors analyzes the capital<br />
structure through the monthly meetings. In addition to the<br />
capital structure, the risks associated with each class of<br />
capital were also evaluated at those meetings. The group<br />
aims to balance its overall capital structure through the<br />
payment of dividends, new share issues and share buybacks<br />
as well as the issue of new debt or the redemption<br />
of existing debt by considering the decisions of the board<br />
of directors.<br />
As of December 31, 2007 and December 31, 2006 the<br />
net debt/equity ratio is as follows:<br />
December 31, December 31,<br />
2007 2006<br />
Total debt 3.474.470.944 3.133.837.484<br />
Less: Liquid assets 586.242.691 756.989.078<br />
Net debt 2.888.228.253 2.376.848.406<br />
Total Equity 6.004.441.237 5.399.232.539<br />
Total Capital 8.892.669.490 7.776.080.945<br />
Net Debt /<br />
Total Capital Ratio 32% 31%<br />
102
ERE⁄L‹ DEM‹R VE ÇEL‹K FABR‹KALARI T.A.fi.<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007<br />
(b) Significant accounting policies<br />
The Group’s accounting policies about financial instruments are disclosed in note 3 “Summary of Significant Accounting<br />
Policies, 3.8 Financial Instruments” to the financial statements.<br />
(c) Categories of financial instruments<br />
Financial<br />
Loans and Available liabilities at<br />
December 31, 2006 receivables for sale amortized cost Carrying value Fair Value Note<br />
Financial assets<br />
Cash and cash equivalents 756.989.078 - - 756.989.078 756.989.078 4<br />
Trade receivables 760.190.273 - - 760.190.273 760.190.273 7<br />
Due from related parties 54.737.803 - - 54.737.803 54.737.803 9<br />
Other financial assets 1.535.010 37.614.079 - 39.149.089 39.149.089 10/16<br />
Financial liabilities<br />
Borrowings - - 2.063.147.416 2.063.147.416 2.063.147.416 6<br />
Trade payables - - 451.627.872 451.627.872 451.627.872 7<br />
Due to related parties - - 18.797.315 18.797.315 18.797.315 9<br />
(d) Financial risk management objectives<br />
The Group manages its financial instruments through a<br />
separate treasury function which was incorporated for that<br />
purpose. All the developments in the markets are followed<br />
just in time. The Group’s corporate treasury function manages<br />
the financial instrument through daily regular meetings by<br />
evaluating the domestic and international markets and by<br />
considering the daily cash inflows and outflows. At the end<br />
of each day, each Group company prepares a “daily cash<br />
report”. The information included therein is consolidated by<br />
the treasury function and used to determine the cash<br />
management strategies. Additionally, the Group’s quarterly<br />
payment schedules are followed through the weekly reports<br />
and annual cash management was followed by the monthly<br />
reports.<br />
103<br />
(Amounts are expressed as New Turkish Lira (TRY) unless otherwise stated.)<br />
Financial<br />
Loans and Available liabilities at<br />
December 31, 2007 receivables for sale amortized cost Carrying value Fair Value Note<br />
Financial assets<br />
Cash and cash equivalents 586.242.691 - - 586.242.691 586.242.691 4<br />
Trade receivables 796.714.222 - - 796.714.222 796.714.222 7<br />
Due from related parties 132.988.297 - - 132.988.297 132.988.297 9<br />
Other financial assets 2.219.374 30.899.662 - 33.119.036 33.119.036 10/16<br />
Financial liabilities<br />
Borrowings - - 2.305.592.224 2.305.592.224 2.305.592.224 6<br />
Trade payables - - 575.978.496 575.978.496 575.978.496 7<br />
Due to related parties - - 35.087.265 35.087.265 35.087.265 9<br />
Other financial liabilities - - 411.318 411.318 411.318 8<br />
The Group has no derivative financial instruments. Highly<br />
liquid instruments are preferred when determining the financial<br />
instruments. For that purpose, the Group has a right to claim<br />
the accrued interest on demand deposits when withdrawed<br />
before the predetermined maturity.<br />
(e) Market risk<br />
The Group’s activities expose it primarily to the financial risks<br />
of changes in foreign exchange rates and interest rates. The<br />
group utilizes the following financial instruments to manage<br />
the risks associated with the foreign exchange rates and<br />
interest rates.
ERE⁄L‹ DEM‹R VE ÇEL‹K FABR‹KALARI T.A.fi.<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007<br />
The Group’s sales are realized based on USD denominated<br />
prices as the production costs are also denominated in USD.<br />
The same rule applies to the borrowings as USD denominated<br />
borrowing is preferred. This method provides a natural hedging<br />
for the changes in the foreign exchange rates.<br />
The change in the prices are closely monitored by the Group<br />
regularly and required price adjustments are made without<br />
any delay.<br />
The Group prefers variable interest rate for long term borrowings.<br />
In the current period, there has been no change in the Group’s<br />
exposure to the market risks or the manner which it manages<br />
and measures risk when compared to the previous period.<br />
(f) Foreign currency risk management<br />
The Group manages the risk which arises out of operational<br />
and financing agreements by making USD denominated<br />
sales. As a result, the Group’s inventories are considered<br />
as liquid assets and the Group attaches importance to the<br />
balancing of foreign currency position. The Group also<br />
keeps USD denominated bank deposits to decrease its<br />
exposure to the foreign currency risk.<br />
Foreign currency sensitivity<br />
(Amounts are expressed as New Turkish Lira (TRY) unless otherwise stated.)<br />
The company undertakes certain liabilities and assets<br />
denominated in foreign currencies hence exposures to<br />
certain exchange rate fluctuations arise. The Group has<br />
USD denominated liabilities arising mainly from raw material<br />
purchases. However, the Group’s sales are also USD<br />
denominated. Therefore the majority of the trade receivables<br />
are USD denominated.<br />
The following information details the Group’s sensitivity to<br />
a 10% increase and decrease in the USD, EUR and JPY.<br />
10% is the sensitivity rate used when reporting foreign<br />
currency risk internally to key management personnel and<br />
represents management’s assessment of the possible<br />
change in foreign exchange rates.<br />
The profit or loss which will arise when the inventories are<br />
sold may change the effect if the foreign currency rates<br />
maintain this level in the long term.<br />
On the balance sheet as of December 31, 2007, if TRY<br />
devaluates/evaluates against USD by 10% and all other<br />
variables remains the same, as a result of the foreign<br />
exchange losses or gain arising from the USD denominated<br />
assets and liabilities, net income after capitalization on fixed<br />
assets would have been TRY 10.765.336 (December 31,<br />
2006: TRY 9.314.903) (before capitalization: TRY<br />
81.555.364) lower / higher.<br />
On the balance sheet as of December 31, 2007, if TRY<br />
devaluates/evaluates against EUR by 10% and all other<br />
variables remains the same, as a result of the foreign<br />
exchange losses or gain arising from the EUR denominated<br />
assets and liabilities, net income after capitalization on<br />
fixed assets would have been TRY 17.096.138 (31<br />
December 2006: TRY 15.440.014) (before capitalization<br />
TRY 49.134.150) lower / higher.<br />
On the balance sheet as of December 31, 2007, if TRY<br />
devaluates/evaluates against JPY by 10% and all other<br />
variables remains the same, as a result of the foreign<br />
exchange losses or gain arising from the JPY denominated<br />
assets and liabilities, net income after capitalization on<br />
fixed assets would have been TRY 6.400.335 (December<br />
31, 2006: TRY 927.491) (before capitalization TRY<br />
12.015.761) lower / higher.<br />
On the balance sheet as of December 31, 2007, if TRY<br />
devaluates/evaluates against other foreign currencies<br />
which are not significant by 10% and all other variables<br />
remains the same, as a result of the foreign exchange<br />
gain or losses arising from those assets and liabilities, net<br />
income after capitalization on fixed assets would have<br />
been TRY 992.823 (December 31, 2006: TRY 2.466)<br />
(before capitalization TRY 992.823) higher / lower.<br />
(g) Interest rate risk management<br />
The majority of the Group’s borrowings has variable interest<br />
rate. In addition, through the use of demand deposits that<br />
the Group has a right to claim the accrued interest on<br />
demand deposits when withdrawn before the<br />
predetermined maturity, the Group minimizes the interest<br />
rate risk by increasing the share of variable rate<br />
denominated assets in the balance sheet.<br />
Furthermore, for borrowings denominated in foreign<br />
currencies, except for USD, by borrowing in currencies<br />
that bear lower interest rates, the group minimizes the<br />
interest rate risk. In addition, a higher interest rate applied<br />
to the trade receivables with a maturity when compared<br />
to the interest rate exposed for trade payables.<br />
Interest rate sensitivity<br />
The following sensitivity analysis is based on forecasted<br />
interest rate changes for the liabilities denominated in<br />
variable interest rates. The information details the Group’s<br />
sensitivity to a 0,50% for USD and EUR, 0,25% for JPY,<br />
1,00% TRY denominated interest rates increase and<br />
decrease.<br />
104
ERE⁄L‹ DEM‹R VE ÇEL‹K FABR‹KALARI T.A.fi.<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007<br />
The Group’s net income after capitalization on fixed assets<br />
would have been TRY 2.239.208 (December 31, 2006:<br />
TRY 1.510.354) (before capitalization TRY 7.451.879) lower<br />
/ higher. The main reason is the Group’s variable interest<br />
rate bearing financial liabilities.<br />
(h) Credit risk management<br />
Trade receivables consist of a large number of customers,<br />
spread across diverse industries and geographical areas.<br />
There is no risk concentration on few customers. For the<br />
majority of trade receivables, there are sufficient collateral<br />
and/or credit limits. Ongoing credit evaluation is performed<br />
on the financial condition of accounts receivable.<br />
The Group does not have any significant credit risk exposure<br />
to any single counterparty.<br />
(i) Liquidity risk Management<br />
Ultimate responsibility for liquidity risk management rests<br />
with the board of directors, which has built an appropriate<br />
liquidity risk management framework for the management<br />
of the Group’s short, medium and long-term funding and<br />
liquidity management requirements. The<br />
Less than More than Carrying<br />
December 31, 2007 6 months 6-12 months 1 year Adjustments amount<br />
Short Term Liabilities 908.161.828 245.726.027 - (16.915.386) 1.136.972.469<br />
Financial Liabilities – net 103.794.267 17.576.745 - (155.759) 121.215.253<br />
Short Term Portions of Long<br />
Term Borrowings – net 228.038.169 190.740.279 - (14.281.939) 404.496.509<br />
Finance Lease<br />
Payables – net 260.166 - - (65.220) 194.946<br />
Trade Payables – net 540.981.961 37.409.003 - (2.412.468) 575.978.496<br />
Due to Related Parties 35.087.265 - - - 35.087.265<br />
Long Term Liabilities 238.625 - 1.818.084.405 (38.226.196) 1.780.096.834<br />
Long Term Borrowings – net - - 1.818.084.405 (38.203.943) 1.779.880.462<br />
Financial Lease<br />
Payables 238.625 - - (22.253) 216.372<br />
December 31, 2006<br />
Short Term Liabilities 456.023.011 549.543.024 - (74.965.758) 930.600.277<br />
Financial Liabilities – net 66.928.386 391.215.128 - (17.871.089) 440.272.425<br />
Short Term Portions of Long<br />
Term Borrowings – net 65.889.652 87.280.101 - (52.579.109) 100.590.644<br />
Trade Payables – net 304.407.658 71.047.795 - (4.515.560) 370.939.893<br />
Due to Related Parties 18.797.315 - - - 18.797.315<br />
Long Term Liabilities - - 2.239.639.284 (636.666.958) 1.602.972.326<br />
Long Term Borrowings – net - - 2.153.584.724 (631.300.377) 1.522.284.347<br />
Trade Payables – net - - 86.054.560 (5.366.581) 80.687.979<br />
105<br />
(Amounts are expressed as New Turkish Lira (TRY) unless otherwise stated.)<br />
Group manages liquidity risk by continuously monitoring<br />
forecasted and actual cash flows and matching the maturity<br />
profiles of financial assets and liabilities and maintaining<br />
adequate funds and reserves.<br />
Liquidity risk tables<br />
Conservative liquidity risk management includes maintaining<br />
sufficient cash, availability of sufficient amount of borrowings<br />
and funds and ability to settle market positions.<br />
The risk of funding actual and forecasted possible<br />
obligations is managed by maintaining availability of<br />
sufficient number of high quality loan providers.<br />
The following table details the Group’s expected maturity<br />
for its non derivative financial assets. The tables below<br />
have been drawn up based on the undiscounted<br />
contractual maturities of the financial assets. The adjustment<br />
column represents the possible future cash flows<br />
attributable to the instrument included in the maturity<br />
analysis which are not included in the carrying amount of<br />
the financial liability on the balance sheet.
ERE⁄L‹ DEM‹R VE ÇEL‹K FABR‹KALARI T.A.fi.<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007<br />
The critical decisions taken when Group’s accounting<br />
policies being applied<br />
Borrowing Costs<br />
(Amounts are expressed as New Turkish Lira (TRY) unless otherwise stated.)<br />
The Group capitalizes the borrowing costs those are<br />
directly related with purchasing, building or producing of<br />
a specified asset, directly as a part of the cost of that<br />
specialized asset. The value of borrowing costs during a<br />
capitalization can not go beyond the value of borrowing<br />
costs assumed on its capitalization period. Out of this<br />
borrowing costs are written on financial statements in the<br />
assumed period.<br />
Building of facilities has been started before year 2007,<br />
but borrowing costs of facilities having taken into<br />
commercial undertaking in year 2007 have been capitalized<br />
till inauguration date, from the beginning of following<br />
month, borrowing costs have been accounted as<br />
expenditures.<br />
In the case that this method taken bases during the<br />
accounting of borrowing costs by the executive managers;<br />
that management, in the perspective of “Consistency<br />
Concept”, have been applying to all of the borrowing costs<br />
concerned with gaining of all specialized assets, building<br />
or directly related with production.<br />
106
To The Board of Directors of<br />
ERE⁄L‹ DEM‹R ve ÇEL‹K FABR‹KALARI T.A.fi.<br />
Corporation's;<br />
Name : Ere¤li Demir ve Çelik Fabrikalar› T.A.fi.<br />
Headquarters : ANKARA<br />
Capital : Issued Capital TRY 844.018.500.<br />
Field of Activity : Production and Sales of Iron and Steel<br />
Name and Term of Appointment<br />
of the Auditor(s) and whether<br />
they're shareholders or not : Fatma CANLI<br />
Term : March 2007 – March 2010<br />
Not a shareholder<br />
Dilek SADIKO⁄LU<br />
Term : March 2007 – March 2009<br />
Not a shareholder<br />
Number of Board Meetings<br />
Attended and Audit Committee<br />
Meetings Held : In 2007, 16 Board of Directors meetings were held<br />
and Auditing Committee attended all of these 16 Meetings.<br />
The scope of the auditing work<br />
on the Company's accounts,<br />
books, documents, the dates on<br />
which the auditing was conducted<br />
and the conclusions reached : Consequent to our examinations on Company's<br />
legal books in Ere¤li on June 30, 2007 and<br />
December 31, 2007, it was concluded that they had<br />
been kept in conformity with the Turkish Commercial<br />
Code and the Taxation Procedures Act and as a<br />
result of our spot checks it was understood that the<br />
records in the ledgers had been duly corresponding<br />
their respective vouchers.<br />
The number and results of<br />
examinations carried out in<br />
accordance with Article 353,<br />
Clause 1, Paragraph 3 of the<br />
Turkish Commercial Code :Cash counts were performed at the Company<br />
Headquarters on 31.03.2007, 30.04.2007,<br />
31.05.2007, 30.06.2007, 31.07.2007, 31.08.2007,<br />
30.09.2007, 31.10.2007, 30.11.2007, 31.12.2007 by<br />
us and it was established that the cash holdings were<br />
in accordance with the book entries and the findings<br />
were recorded as such.
The dates and results of<br />
examination carried out in<br />
accordance with Article 353,<br />
Clause 1, Paragraph 4 of the<br />
Turkish Commercial Code : During audits conducted at the Company's Ere¤li<br />
offices on 31.03.2007, 30.04.2007, 31.05.2007,<br />
30.06.2007, 31.07.2007, 31.08.2007, 30.09.2007,<br />
31.10.2007, 30.11.2007 and 31.12.2007; it was<br />
established that the negotiable instruments of all<br />
kinds submitted as security for safekeeping<br />
conformed to the book entries.<br />
Complaints or reports of<br />
irregularities and actions taken : None<br />
We have audited the accounts and activities of Ere¤li Demir ve Çelik Fabrikalar› T.A.fi. for the period<br />
of 01.01.2007-31.12.2007 in accordance with the Turkish Commercial Code, the Company's Articles<br />
of Association, other relevant legislations and generally accepted accounting standards and principles.<br />
We are of the opinion that the attached Balance Sheet dated 31.12.2007, the items of which we approve,<br />
accurately reflects the financial standing of the Company on that date and that the Income Statement<br />
for the period 01.01.2007-31.12.2007 is an accurate representation of the results of operations for the<br />
period.<br />
We hereby request that the Balance Sheet and the Income Statement be approved and the Board of<br />
Directors discharged from liability.<br />
(*) Enclosed, Minute Of Dissent<br />
ERE⁄L‹ DEM‹R ve ÇEL‹K FABR‹KALARI T.A.fi.<br />
AUDITING COMMITTEE<br />
Fatma CANLI<br />
Auditor<br />
Dilek SADIKO⁄LU (*)<br />
Auditor
Ere¤li Demir ve Çelik Fabrikalar› T.A.fi. (Erdemir)<br />
Minute of Dissent to the Audit Committee Report<br />
With the reasons that were submitted by the Privatization Administration at the<br />
General Assembly of March 30, 2006, about the Company's financial statements as of<br />
December 31, 2005 and also the grounds shown for the subsequent litigation no:<br />
2006/218 pending before the 3 rd Commercial Court of Ankara; taking into<br />
consideration the Capital Market Board's decision no: 21/561 of 05.05.2006 which<br />
reads: “Taking into consideration that Company's financial statements as of<br />
December 31, 2005 were prepared in accordance with a new set of accounting<br />
standards (IAS/IFRS) instead of the standard (Communiqué XI No: 25) that was<br />
applied in the interim periods of 2005 and this change resulted a significant impact on<br />
the net profit of the respective period (TRY 152.329.914), and that net profit of the<br />
Company for the year 2005 was decreased (TRY 43.595.953) due to provisions that<br />
were not stated in the interim financial statements for the 3, 6 and 9 month-periods of<br />
2005, in order to ensure that the public is informed accurately, it has been decided<br />
that, the Company's consolidated financial statements as of December 31, 2005<br />
should be revised in accordance with the set of accounting standards that were used<br />
in the interim periods and should be announced to the public, and should be<br />
immediately presented to the General Assembly for approval.”, and consequently<br />
taking into consideration of the effect of the financial statements dated December 31,<br />
2005 on the financial statements for the period of January 1, 2007 - December 31, 2007,<br />
I think that the financial statements for the period of January 1, 2007 -<br />
December 31, 2007 should be prepared according to Capital Market Board's regulations<br />
instead of IFRS, therefore this Minute of Dissent was stated by myself in the report of<br />
the Auditing Committee.<br />
Dilek SADIKO⁄LU<br />
Auditor