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Ford Otosan 2015 Annual Report

This report has been published


using recycled paper and
www.fordotosan.com.tr environment-friendly technologies.
We remain deeply saddened by the untimely death of Koç Holding
Chairman Mustafa V. Koç.

Mustafa V. Koç leaves behind a substantial, highly successful and proud


legacy from his 32-year professional career, which included 13 years as
Chairman of Koç Holding.

During his tenure as Chairman, groundbreaking investments were


undertaken with determination. The Holding’s position in the domestic
market was reinforced through successful acquisitions. Koç corporate banner
was planted in new countries and our international operations expanded.
The Holding’s and nation’s overseas revenues significantly increased through
large-scale export projects. Mustafa V. Koç’s global vision turned the Holding
into one of the world’s leading corporations and Koç Holding achieved the
honor of being the only Turkish firm on the Fortune 500 list.

During his life, Mustafa V. Koç was committed to the motto of Holding
founder Vehbi Koç, “I exist as long as my country exists and prospers”.
He was not only a leader who took on ambitious business ventures, but
also a pioneer in social responsibility projects, which he wholeheartedly
embraced to contribute to the nation’s social advancement.

Always a firm believer in Turkey’s bright future, Mustafa V. Koç leaves


behind a permanent mark with his vision, philanthropy, leadership and most
important of all, humanitarian values. He was truly a man of the people. A
leader who energized and supported his employees, he was also a source of
inspiration with his global perspective, determination,
values and business ethics.

Going forward, we shall transform Koç Holding from a company with


international operations into a truly global company in line with his values,
broad vision and dynamism…

We will remember him with respect, affection and gratitude.

KOÇ GROUP Mustafa V. Koç


(1960-2016)
2015
2015Faaliyet
Annual Report
Raporu

Contents

02
02. Summary Results
Ford Otosan 03. Main Indicators
at a Glance 06. Vision, Mission, and Strategies As Turkey’s leading automotive company, we obtained
08. Values
12. Achievements the most powerful results of our history in 2015,
achieving record performances in production, sales,
exports, and employment.

14
14. Chairman's Statement
Management and 18. General Manager’s Letter
Assessments 22. The Board of Directors Following the completion of our investments in 2014, we
27. Organization Chart
28. Executive Management
maintained our leading industry position in commercial
vehicles and became Turkey’s export leader.

34
34. Awards and Highlights 46. Exports We reached 81% capacity utilization rate with strong
36. Ford Otosan on Social Media 50. Production and Capacity
Ford Otosan 38. Investor Relations demand for our products within and outside the country.
54. Facilities
in 205 40. Turkish Auto Market and Ford Otosan 58. R&D
42. Product Range
44. Our New Marketing Strategies We continued our truck and engine investments while
growing the distribution network to ensure sustained

64
64. Quality
growth in the coming years.
Sustainability 65. Occupational Health and Safety
66. Human Resources
68. Environment We continue our activities with the vision to become
70. Corporate Social Responsibility
“Turkey’s most valuable and preferred industrial
company”. Launching our new truck engines, expanding
into more export markets as part of our heavy truck
77
77. Annual General Meeting Agenda 98. Legal Disclosures
78. Amendment to the Articles of Association 100. Report on Related Party Transactions for

growth strategy, increasing efficiency and cost reduction


2015
Reports 80. Board of Directors’ Report 101.Remuneration Policy

actions are our priorities for 2016.


85. Guidance 102. Statement of Independence
86. Dividend Distribution Policy 104. Statement of Responsibility
105. Developments Following the Report Date
87. Profit Distribution Proposal for 2015 106. Independent Auditor’s Report on Annual
88. Corporate Governance Compliance Report Report
108. Independent Auditor’s Report and
96. Risk Management and Risk Committee Report
Financial Statements
FORD OTOSAN 2015 Annual Report

Summary Main

Ford Otosan at a Glance


Results Indicators

Main Financial Indicators (Million TL) 2015 2014 2013 2012 2011 We have reached the highest level of total sales, exports,
Revenues 16,746 11,925 11,405 9,768 10,445 production and revenues in our history thanks to the favorable
Domestic Revenues 6,023 4,238 4,106 3,832 4,591
Export Revenues 10,723 7,687 7,299 5,936 5,854 market conditions and strong demand for our new vehicles.
Gross Profit 1,860 1,131 1,128 1,087 1,202
Operating Profit 1,036 541 670 631 729

Management and Assessments


EBITDA 1,441 846 856 772 875
Profit Before Tax 866 390 452 654 800
Net Profit 842 595 641 685 662
Earnings Per Share (for Kr 1 nominal value) 2.40 1.70 1.83 1.95 1.89
Total Wholesale Volume (Thousand Units)
Capex 466 858 1,312 935 377 Total domestic sales volume rose by 40% to 127,098
Depreciation & Amortization 405 305 186 141 146
2015 254 381 thanks to favorable market conditions and strong
sales trend of our new products. Export volumes rose
Cash Position (Million TL) 2015 2014 2013 2012 2011
2014 192 283 by 32% year-on-year to 253,644 with the market
growth and higher demand for our new vehicles. Our
Cash & Cash Equivalents 980 577 238 302 809 2013 227 341 total wholesale volume reached 380,742 units.
Total Financial Debt (2,561) (2,350) (2,291) (1,260) (877)
Net Financial Debt (1,580) (1,773) (2,053) (958) (68) 2012 205 316

2011 213 354


Financial Ratios 2015 2014 2013 2012 2011

Ford Otosan in 2015


Export Total
Current Ratio 1.05 1.00 1.02 1.49 1.78
Liquidity Ratio 0.73 0.74 0.71 0.97 1.37
Net Financial Debt / Tangible Net Worth 0.63 0.79 1.13 0.55 0.04
Current Assets / Total Assets 0.48 0.41 0.41 0.52 0.70
Current Liabilities / Total Liabilities 0.71 0.66 0.64 0.62 0.69
Total Liabilities / Total Liabilities and Equity 0.64 0.62 0.63 0.57 0.57
Return on Equity 27.5% 21.6% 28.7% 34.3% 34.9%
Revenues (Million TL)
Margins 2015 2014 2013 2012 2011 Our domestic revenues rose by 42% to TL 6,023
2015 10,723 16,746 million as a result of higher unit sales and vehicle
prices. Export revenues increased 39% to TL 10,723

Sustainability
Gross Margin 11.1% 9.5% 9.9% 11.1% 11.5%
EBITDA Margin 8.6% 7.1% 7.5% 7.9% 8.4% 2014 7,687 11,925 million due to higher volumes. Total revenues grew by
Operating Margin 6.2% 4.5% 5.9% 6.5% 7.0% 40% to TL 16,746 million. The share of exports in total
2013 7,299 11,405
Net Income Margin 5.0% 5.0% 5.6% 7.0% 6.3% revenues was 64%.

2012 5.,36 9,768


Other 2015 2014 2013 2012 2011

2011 5,854 10,445


Dividend Payment (Million TL) 400 175 300 579 519
Number of Employees (Year-end) 10,676 9,762 9,444 9,527 9,581 Export Total

Reports
2 3
FORD OTOSAN 2015 Annual Report

Main

Ford Otosan at a Glance


Indicators

EBITDA (Million TL) Dividend (Million TL, gross )


EBITDA rose by 70% to TL 1,441 million. EBITDA margin Ford Otosan paid a total gross dividend of TL
2015 %8.6 1,441 reached 8.6%, up 151 basis points year-on-year and the 2015 %3.5 400 400 million in 2015 in two parts. Distributed
best result recorded since 2010. The main factors that dividend rose by 129% compared to 2014. The

Management and Assessments


2014 %7.1 846 increased our profitability were as follows: 2014 %1.8 175 total dividend paid by Ford Otosan reached TL 4.6
billion between 2004 and 2015.
2013 %7.5 856 }} Strong demand for new products 2013 %3.2 300
}} Higher sales volume figures and favorable sales mix
2012 %7.9 772 2012 %9.5 579
}} High capacity utilization
2011 %8.4 875 }} Effective pricing strategy 2011 %12.7 519
}} Cost-reduction actions
Margin Efficiency

Ford Otosan in 2015


Net Profit (Million TL) Number of Employes
The profit before tax rose by 122% to TL 866 million. Ford Otosan employed 2,732 white-collar and
2015 %5.0 842 Net profit rose by 42% to TL 842 million with deferred 2015 10,676 7,944 blue-collar employees, totaling 10,676
tax assets, which are calculated according to the personnel as of 2015-end. Providing the highest
2014 %5.0 595 investment incentive certificates. Earnings per share 2014 9,762 employment in the Turkish automotive industry,
surged to TL 2.40. Ford Otosan increased the number of staff by
2013 %5.6 641 2013 9,444
12% year-on-year. One out of two white-collar
and one out of four blue-color employees were
2012 %7.0 685 2012 9,527
selected among females due to the “affirmative

Sustainability
662 2011 9,581 action in employment” policy launched in 2015.
2011 %6.3
The number of female employees accounted for
Margin
25% of the white-collar and 9% of the blue-collar
employees.

Reports
4 5
FORD OTOSAN 2015 Annual Report

Ford
FordOtosan
Coming together is a beginning.
Vision
Together since 1928

OtosanatataaGlance
Being Turkey’s most valuable and most
preferred industrial company. Keeping together is progress.
Working together is success.
Henry Ford

Management
Managementand Glance
Providing innovative automotive products and
services beneficial to the community. Mission
Strong shareholder structure is among
the top strengths of Ford Otosan. We

andAssessments
have ties with Ford Motor Company

Assessments
built on trust, harmony and friendship.
This reliable partnership has been
Growth: Organic and inorganic growth in new markets and existing
business areas by developing new products. maintained for three generations.
Innovation: Providing innovative products and services in all business
processes by keeping creativity at the top.
Rahmi M. Koç
Strategy
Brand: Being the most preferred brand in all segments by meeting
customer needs and expectations. Honorary Chairman
Employees: Being the most preferred workplace by aiming excellence
in human resources processes and increasing benefits provided for
employees.

Ford Otosan in 2015


Customers: Being the leader automotive brand with regards to
customer satisfaction in sales and after sales products and services.

t Business Mo
ellen del
Exc

and Exp
ales ting or
S rke t
Ma
En
n
io
Pro nd

gi
R&ering
ct

ne

Sustainability
du
Engine icle a

D a Power

Sustainability
nd
Veh r
olde

Gro
rehlue
Sh Va

wt
h
a

y Le
ilit

Reports
ab ad
fit ersh
Pro ip

Su
st a ed
inable Value Add

6
FORD OTOSAN 2015 Annual Report

Ford Otosan at a Glance


Our Values

OUR EMPLOYEES:
ARE THE
SOURCE OF OUR

Management and Assessments


STRENGTH. It is our goal to boost the skills and
contentment of our employees by

OUR PRODUCTS
providing them with opportunities to
self-improve. It is our principle to
accomplish “teamwork” that will ensure

AND SERVICES:
their participation in all areas.

ARE THE OUR EARNINGS:


UPSHOTS OF ARE AN

Ford Otosan in 2015


OUR EFFORTS. INDICATION OF
The more our customers appreciate our THE EXTENT
TO WHICH OUR
products and services, the higher our value
will rise.

PRODUCTS AND
SERVICES MEET

Sustainability
CUSTOMER
EXPECTATIONS. We aim to profit so as to provide the
resources necessary towards improving
our products and services.

Reports
8 9
FORD OTOSAN 2015 Annual Report

Ford
FordOtosan
Otosanat
FORD OTOSAN
IS ONE OF THE

ataaGlance
Glance
LONGEST AND
MOST SUCCESSFUL
BUSINESS

Management and Assessments


PARTNERSHIPS
IN THE GLOBAL
AUTOMOTIVE
Ford Otosan leads the Turkish
INDUSTRY.
automotive industry in light of the
Bill Ford
The foundations of the Koç-Ford partnership are laid down: 1956 production capacity, utilization rates,
export volume, number of employees,
R&D investment, technology exports,
and patent applications.

Ford Otosan in 2015


Ali Y. Koç
Chairman

Sustainability
Reports
11
FORD OTOSAN 2015 Annual Report

Our Firsts Our Records

Ford
FordOtosan
Otosanat
ataaGlance
First Private R&D First Automotive

Glance
Center in Automotive Export to USA

1961 2009
1966 2013
First Domestic First Automotive Technology
Passenger Car: Anadol Export to China
Exports

Management
Managementand
Our Mosts 253,644 units

andAssessments
The highest employment in the Highest Installed Total Sales

Assessments
Turkish automotive industry Manufacturing
380,742 units
10,676
employees 415,000
p
i
e
c
e
s

Biggest R&D Center Youngest and Largest Product Range Production

1,378 334,622 units

Ford Otosan in 2015


R&D Engineers

Patent Champion Export Champion Ranking in Total Market Share Ranking in Commercial Vehicle Market Export Revenues
677 Patents USD 3.9 Billion The Second The Leader USD 3.9 billion

677 12.6% 28.7%


Revenues

Sustainability
TL 17 billion

25% 65 % 59%
Ford Otosan Ford Otosan’s
Manufactures Share in Turkey’s
1 out of 4 Commercial
Vehicles in Turkey Vehicle Production

Ford Otosan’s

Reports
Share in Total Commercial Vehicle Exports

Biggest R&D Center


12 13
FORD OTOSAN 2015 Annual Report

Chairman’s

Ford Otosan at a Glance


Statement Dear shareholders, business
A year full of records Ford Otosan works on

for Ford Otosan advanced


partners, and employees,

technologies
Following a very successful year, we were
shaken by the untimely and sudden loss
of Koç Holding Chairman Mustafa V. Koç, aggdsfgdfgf
my brother and invaluable family member, 2014’te tamamladığımız yatırımların ardından
llllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllll
lllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllll
lllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllll
fgdfgagfdgdsfgsdfgsdflgjsdlfkhgdfkjlhgskdjfhgsdkjfhg;as
llllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllll
pppppppppppppppppppppuuuuuttjvjgadshgajhdg
llllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllll Today, we carry out our activities in an increasingly
in early 2016. We lost a very successful 2We finished 2015 with an outstanding
lllllll
llllll competitive environment where technology and
business person and visionary leader, performance, an accomplishment substantially the automotive industry’s dynamics evolve and
who had a humble and kind-hearted above our budget thanks to the investments change rapidly. Under these circumstances, we

Management and Assessments


personality and made numerous worthwhile completed in 2014. We broke records in our sales, learn through experience that innovation is one of
social and business contributions to our exports, production and employment figures. We the most important factors leading to success.
country. Mustafa Koç undertook numerous acknowledge that our employees, dealers, and
successful and inspiring projects on behalf supply industry lie behind our company’s each Investments in R&D and innovation represent the
of our nation and the Koç Group during his and every achievement. I would like to express most efficient solution to Turkey’s current account
32-year career and 13-years as Chairman my gratitude personally to the entire Ford Otosan deficit, one of the country’s underlying structural
of Koç Holding. We will work with all our family, for their invaluable commitment and joint problems. Such investments and innovation
strength to carry our Group and company efforts in enabling us to achieve our goals. actions also play a key role in increasing the
forward by taking care of his legacy, in number of qualified employees.
alignment with his vision and values. Ford Otosan leads the Turkish automotive
industry with its production capacity, utilization Looking from this premise, we could state
rates, export volume, the number of employees, that R&D and innovation investments mean
R&D investments, technology exports, and patent products with high value added. Re-investment
applications. of this added value ensures growth in qualified
employment, investment, and gross national

Ford Otosan in 2015


Ford Otosan continued to add value to the product.
automotive industry and national economy as
Turkey’s Commercial Power in 2015, as depicted With this in mind, we inaugurated Ford Otosan
with the following performance: Sancaktepe R&D Center this year. We are proud
to ensure that our country now has a technology
}} We manufactured 59% of the commercial producing center with 1,378 engineers.
and 25% of all vehicles in the Turkish
automotive industry.

Turkey’s export
}} Our share in Turkey’s commercial and total
vehicle exports reached 65% and 25%,

champion with
respectively.

Sustainability
We became Turkey’s largest exporter with

USD 3.9 billion


}}

USD 3.9-billion export revenues.


We sustained our innovative leadership in the
export revenues
}}

automotive industry with 1,378 R&D engineers


and an R&D spending ratio above 2%.

Reports
15
FORD OTOSAN 2015 Annual Report

Ford Otosan at a Glance


Ford Otosan uses all its engineering power to
offer competitive products in the domestic
Conducted for the first time in Turkey, this rating
showed that Ford Otosan’s digitalization rate Our growth objectives and
strategy for 2016 onwards
market as well as in all potential export markets stood at 77% as the industry leader whereas
including European and North American average score for the country and the Motor
markets. Vehicles Production industry were 60% and 70%,
respectively.
Ford Otosan assumes an important role in
Ford Motor Company’s future success with the Our company’s digital transformation is among
advanced technologies it works on. our top priorities, and we continue our efforts to We will continue our activities with the vision to We will strive to create high value added for our
move our digital leadership forward in the future. become “Turkey’s most valuable and preferred investors with our strong performance.

We are taking firm

Management and Assessments


industry company” in the period ahead.

strides to become The most valuable We will show utmost care to risk management
I would like to express my heartfelt thanks to all
our employees, dealers, unions, supply industry,

automotive company against possible deteriorations due to global business partners, valuable customers and you

a global player
developments and geopolitical risks while esteemed shareholders as stakeholders who

on Borsa Istanbul maintaining our cautious optimism. have lent the biggest support since Ford Otosan’s

in heavy commercial
establishment for us to achieve strong results in
Following our 2015 achievements, we set all circumstances.
Listed among Turkey’s 20 most valuable ambitious targets also for 2016 in alignment with

vehicles companies, Ford Otosan has been included in the


BIST Sustainability Index since November 2, 2015.
our long-term strategic plans. We will pull out all
the stops to accomplish them. We will continue
to launch new products to the domestic market
Kind regards,

We continued to restructure our truck business This development made us extremely happy as while enhancing the performance of the existing
both in Turkey and the export markets as part of an acknowledgment of the importance we attach ones.
our long-term growth strategy and took another to sustainable management. The foreign share in
important step towards moving Ford Trucks the publicly traded portion of Ford Otosan shares Our export-oriented growth strategy continues Ali Y. Koç

Ford Otosan in 2015


brand to a global scale. amounted to 72%, which is above the Borsa with our truck investments in the İnönü Plant. Our Chairman
Istanbul average. Having completed the year with investments in Kocaeli and İnönü plants will be a
a market capitalization of USD 3.5 billion, our priority for us in 2016.
We reached a total of 19 dealers in 15 countries,
Company has become the automotive company
particularly in the Middle East. We aim to have
with the highest market value on BIST. We will intensify our innovation and digital
a presence in 50 countries and export 1 out of
transformation efforts. We will conduct our
every 3 Ford Trucks models we manufacture by
operations in a more efficient and effective
2020. In 2016, we will intensify manner. We will focus on increasing our

Ford Otosan
our innovation and digital profitability while maintaining cost-reduction
transformation efforts. actions.
We will conduct our operations

Sustainability
the leader of digital production in a more efficient and
Ford Otosan became the leader in the Motor
effective manner. We will focus
Vehicles Production industry according to the on increasing our profitability
Accenture Digitalization Index study, which while maintaining cost
determines Turkey’s most digital companies. reduction actions.

Reports
16 17
FORD OTOSAN 2015 Annual Report

General Manager’s

Ford Otosan at a Glance


Letter Dear Shareholders and Our average product age stood at 1.2 years due
to the major product acceleration and new
We increased our exports by 34% year-on-year
Stakeholders, to 253,644 units and delivered 65% of Turkey’s
additions since 2012. We are proud to have the commercial vehicle exports. We also increased the
We feel a deep sorrow due to the largest and youngest product line in the industry. number of export markets from 73 to 82 in 2015.
sudden loss of Koç Holding Chairman Mr.
Mustafa V. Koç, whose absence we will 2015 is a year when we started to reap the As a result, we delivered a performance higher
increasingly feel. Mustafa V. Koç created benefits of our US$1.6 billion investment planWe than our budget and the targets we anticipated
tremendous value for our country and have reached record levels in sales, production, at the beginning of the year. Our revenue rose by
the Koç Group throughout his 32-year exports, and employment. We reached 81% 40% to TL 16.7 billion. Our EBITDA rose by 70% to
career and his role as the Chairman capacity utilization rate, which is above the TL 1.4 billion. Profit before tax rose by 122% to TL
of Koç Holding for 13 years. He made domestic industry average, with the high demand 866 million while the net profit surged by 42% to

Management and Assessments


tremendous strategic contributions for our products. Our production rose 37% to TL 842 million.
to Ford Otosan. Mustafa V. Koç was a
334,622 units. Ford Otosan, Turkey’s Commercial
successful businessman, a valuable We paid a total gross dividend of TL 400 million
Powerhouse, generated 59% of Turkey’s
leader, and a very sensitive philanthropist in 2015. Our Board of Directors will submit to
in social issues. He was a one of a kind commercial vehicle production in 2015.
the General Assembly’s approval the dividend
leader who had good relations with
We increased our share in the domestic market distribution of TL 350,910,000 accounting for
people from all walks of life, valuing
people and avoiding arrogance thanks by capturing a growth rate above the market 100% gross and %85 net of 2015 profits to be
to his kind personality. I would like to average in all main segments. We ranked second paid on April 4, 2016.
express my deepest condolences and with a 12.6% share in the total industry while
wish patience to the Koç Family and maintaining our leadership in commercial
our Group. Mustafa V. Koç has a great vehicles with a 28.7% share.
place in our all our hearts and will be
remembered with affection and respect. Chosen as the What Van? Commercial Vehicle of
the Year in 2015 and 2016, Ford Tourneo Courier
2015 was a year full of records for the became the best-selling light commercial vehicle

Ford Otosan in 2015


Turkish automotive market. Total sales in Turkey with 30,838 units.
rose 25% to 1,005,850 units.
We sustained our leadership position in
It was also an exciting year for Ford employment in the Turkish automotive industry
Otosan - one with many achievements
reaching 10,676 personnel in 2015.
as we expanded our exciting product
range.
Ford became Europe’s no. 1 commercial vehicle
brand this year with 12.6% market share by selling
Ford Otosan
manufactures
We launched our new vehicles on the
market in a broad range from Mondeo 260,400 commercial vehicles in Europe.

73% of all
to C-Max, diesel automatic Focus to
Mustang. Ford Mustang’s long-awaited Manufacturing 73% of all Ford branded

Ford branded
launch was met with a large excitement commercial vehicles and 81% of Ford Transit

Sustainability
by our customers. In August, we started vans sold in Europe, Ford Otosan is best
to celebrate the 50th anniversary of
Transit, our flagship product and we will
positioned to benefit from this growth.
commercial
continue celebrations throughout 2016
as well.
As a result of this strong export performance, Ford
Otosan became Turkey’s export leader in 2015. vehicles and 81%
of the Ford Transit
vans sold in
Europe.

Reports
19
FORD OTOSAN 2015 Annual Report

Ford Otosan at a Glance


Ford Otosan has been investing in R&D activities We created a new brand for second-hand Our company’s digital transformation is one of our Following our 2015 investments in İnönü Plant,
continuously since its establishment. As of today, heavy commercial vehicle transactions, an most important priorities, and we will carry on our we aim to deploy product development test
we carry out our operations with 1,378 R&D increasingly important area in recent years that operations to move our digital leadership forward. track in 2016 and workshop, new paint shop, and
engineers. We are the only Turkish automotive requires a corporate structure. We implemented new welding shop investments for plant product
company, with our advanced engineering TruckMarket, our new brand, with the aim of Ford Otorsan is a global player in automotive development engineers in 2016 and 2017.
competence, to have all necessary capabilities serving our customers in the second hand technologies, and that will consolidate our
and infrastructure to design, develop, and test a position even more in the future. We will gain In line with our announcement in 2013 on an
transactions under the Ford Trucks guarantee.
vehicle including its engine while transforming it further strength from our innovation, R&D engine investment of USD 100 million in 2013, we
into a commercial product from scratch. activities, and digitisation projects. will launch our 9-liter and 13-liter Ecotorq engines,
We intend to become the most reliable address
for our customers with our commitments through with E3, E5, and E6 emission levels. This engine is
2015 witnessed a vital investment for Turkey and Innovation culture and innovative approaches
the TruckMarket brand for second-hand vehicles one of the remarkable products of Ford Otosan

Management and Assessments


our sector. The official opening ceremony of our are an important part of our sustainability and
regardless of brand. engineering and R&D power.
Sancaktepe R&D Center marked the inauguration Ford’s new generation vision.
of Turkey’s largest R&D Center. We aspire to reach our targets by working together
This year Ford Trucks closed big fleet sales as well, We not only exceed our targets by conveying
up to 400 vehicles at a time. We believe that such exceptional performance in 2015, but also as a team, and we will continue to create more
Ford Otosan will continue to develop vehicles
successful deliveries will continue to increase. proved to be a strong and well-established value for our company, partners, and our country.
and engines for the entire world at this center,
which has Turkey’s first Cave Automatic Virtual institution with our awards, sports events, social
At our İnönü Plant, we created ergonomic stations responsibility projects, and communication Kind regards,
Environment (CAVE) as well as HIL laboratory
and Design Studio, intended for engine software to improve our employees’ safety with the Chassis activities.
development. Rivet Line Modernization project we implemented
Four of our Deputy General Managers, who
in September 2015. We provided our employees
Our Ford Trucks growth strategy is on track with served our company for many years and played
with a more quiet, productive, and lean working
ongoing expansion in the domestic and global important roles in today’s achievements, retired as
environment. We expanded our stock capacity
markets. We opened a dealer in Morocco, our of 2015-end. We thank them for their invaluable
by enlarging the 42,000 square-meter area to
strategic base in the African market, carrying our contributions to our company and wish them
80,000 square meters with compound area Haydar Yenigün
growth momentum to Africa after Russia and success in their next endeavors. In terms of a

Ford Otosan in 2015


enlargement. We deployed the Squeak and Rattle General Manager
the Middle East. We completed our penetration smooth transition, rejuvenation of the executive
Test Track in October, which eliminated any management, and increased female participation
considerably in the Middle East with new dealers
possible security risks by moving the road test in the Management Team, we consider this
in Oman and Bahrain. We have reached a total of
inside the plant. We are able to run simulations for changeover an advantageous milestone as part of
19 dealers in 15 countries. At Ford Trucks, we offer
all road conditions thanks to this test track. our Human Resources Policies.
a wide variety of models ranging from road series
to trailer and construction series. Thanks to our
We were included in the BIST Sustainability Index We set new and exciting targets for 2016. We
advanced R&D power, we develop specific models
that are compatible with regional conditions. while remaining the most valuable automotive will continue to strengthen our presence in the
company listed on Borsa Istanbul in 2015. The domestic market. We will keep introducing
By 2020, we aim to have a presence in 50 foreign share in the publicly traded portion of Ford innovations to our product range.
countries and export one out of every three Ford Otosan shares amounted to 72%, which is above

Sustainability
Truck models we manufacture. the Borsa Istanbul average, and our year-end Exports are an important driver of our growth
market cap stood at USD 3.6 billion. where we will focus on further volume expansion.
We also continued to restructure our domestic Following our investments in Kocaeli Plant and the
distribution network and reached 27 dealers in inauguration of Sancaktepe R&D Center, we now
In 2015, we were selected as the “Motor Vehicles
Turkey as of year-end 2015. This completes our turn our focus in 2016 on investments at İnönü, our
Production Digital Leader” according to the
heavy truck sales and services structure to a large truck, and engine plant.
Accenture Digitisation Index.
extent.

Reports
20 21
FORD OTOSAN 2015 Annual Report

Board of Directors

Ford Otosan at a Glance


Management and Assessments
Rahmi M. Koç Ali Y. Koç James D. Farley John Fleming Linda A. Cash O. Turgay Durak
Honorary Chairman Chairman Vice Chairman Member - Board of Directors Member - Board of Directors Member - Board of Directors
Honorary Chairman of Koç Holding Member - Board of Directors of Koç Member - Remuneration Committee Executive Vice President - Global Vice President of Manufacturing,
A.Ş. Holding A.Ş. Executive Vice President and Manufacturing and Labor Affairs of Ford of Europe
President, Europe, Middle East and Ford Motor Co.
Africa
Mr. Rahmi M. Koç is a graduate of the Industrial Mr. Ali Y. Koç capped his undergraduate Mr. Farley attended Georgetown University in Mr. Fleming holds an Honorary Degree from the Ms. Cash holds a bachelor’s degree in industrial Mr. Durak is a graduate of the Mechanical
Management and Business Administration Faculty John Moore University in Liverpool and production
studies at the Management Faculty of Rice Washington, D.C., where he earned a bachelor’s engineering from and a master’s in business Engineering Department of Northwestern
of Johns Hopkins University (USA). He stepped engineering qualifications from North East London
into his career at Otokoç A.Ş. of the Koç Group University (USA) with an MBA from Harvard degree in economics and computer science, Polytechnic (UK). He joined Ford Motor Company administration from the University of Phoenix. University (USA) where he also completed
in 1958. He held a number of senior positions University. He joined the Management Trainee and the University of California, Los Angeles at the Halewood Plant in 1967, and was involved Ms. Cash joined Ford in 1984 and has spent Master’s degree in mechanical engineering.
within Koç Holding. After becoming Chairman Program of American Express Bank in 1990- (UCLA), where he completed his MBA with a in the manufacturing processes of Ford Escort. He her entire 31-year career with the company His career commenced at Ford Otosan in
of the Management Committee in 1980, he was was appointed Production Manager of the Paint
Chairman of the Board of Koç Holding from 1984 1991, and worked as an Investment Analyst focus in finance. Farley joined Toyota in 1990 in in manufacturing. With extensive experience 1976 as Applications Engineer. In the same
Shop in 1984, and continued with responsibility for
to 2003, and is currently Honorary Chairman of Koç at Morgan Stanley Investment Bank from the strategic planning department and served this and other areas in a number of management in lean manufacturing at Ford, Cash played year, he assumed the position of Product

Ford Otosan in 2015


Holding. Koç, who has been a Member of the Ford 1992 to 1994. He held senior positions in Koç in several product and marketing positions in roles until 1988. He became General Manufacturing key roles in North America serving as plant Development and Design Engineer, and by
Otosan Board of Directors since 1961 and Chairman
of the Board since 1972, is currently Honorary Holding between 1997 and 2006, such as the United States and Europe. Farley serviced Manager in charge of Halewood Operations in 1991. manager of the Michigan Truck assembly 1979 he became the İnönü Project Leader. In
He was appointed operations manager of Halewood
Chairman of the Ford Otosan Board of Directors New Business Development Coordinator and as group vice president of Toyota Division facility, chief engineer for final assembly 1982 and 1984, he was assigned the roles of
since 10 December 2012. He was President of the Operations in 1993. In 1995 he was assigned to the
IT Group President. He served as President of marketing. Prior to joining Ford, Farley was U.S. as program operations manager for Vehicle for Vehicle Operations in Manufacturing Project Coordination Manager and Project
International Chamber of Commerce between
1995 and 1996, and presently acts as Vice Corporate Communication and IT Group of group vice president and general manager Operations. He became Global Manufacturing Engineering, and director of Manufacturing Coordination Department Head, respectively.
Chairman of the Board of Trustees of the Vehbi Koç Koç Holding from 2006 to 2010. In 2008, he of Lexus. He joined Ford in November 2007
Engineering and New Model Programs Director,
Engineering. Prior to the European assignments, In 1986 and 1987, he was designated as
Foundation, Chairman of the Board of Trustees at became a member of the Board of Directors followed by Executive Director of the Ford Stamping
Koç University, Founder and Chairman of Rahmi M. as Global Marketing Group Vice President. In Business Unit in the U.S. and then appointed as Vice she has held a series of leadership position Assistant General Manager of Marketing and
Koç Museum and Cultural Foundation, Chairman at Koç Holding. Ali Y. Koç has been serving on within Ford’s manufacturing operations
September 2009 he also became responsible President Manufacturing. After serving as Ford group Assistant General Manager of Purchasing,
of Vehbi Koç Foundation American Hospital, the Board of Directors of Ford Otosan since
for Ford’s operations in Canada, Mexico and Vice President and President and CEO, Ford of Europe including executive director of Global Vehicle respectively. He became Deputy General
Founding Member and Honorary Chairman of 1997, and he was elected as Chairman of the since 2005, he was elected as Ford of Europe’s Chief
TURMEPA (Turkish Marine and Environment South America. He was appointed to lead Operations in Manufacturing Engineering and Manager of the Company in 2000. He
Protection Association), Honorary President of the Board of Ford Otosan on 10 December 2012. in 2008 where he was responsible for Ford of Europe,
Global Marketing, Sales and Service in August Volvo Car Corporation and Ford’s Export Operations executive director of Global Manufacturing started to serve as General Manager in 2002
High Advisory Council of TÜSİAD (Turkish Industry Ali Y. Koç also serves at 1907 Fenerbahçe
and Business Association), Member of the Advisory 2010 and, in addition to this role, he became & Global Growth Initiatives. Since 2010, Mr. Fleming is Business Office. She was director of Vehicle when he also joined the Board of Directors.
Association (Board Chairman), URAK – leading Ford’s Global Manufacturing and Labor Affairs
Board of TİSK (Turkish Confederation of Employers the senior Global Leader for Lincoln in August Operations for Ford of Europe, a position she Between 2007 and 2009, he was Koç Holding
Associations), Honorary Member of the Foreign National Competition Research Association Organization, responsible for overseeing the global
2014. Jim Farley was assigned as Executive has held since March 2015. Linda Cash is Vice Automotive Group President. He served as

Sustainability
Policy Association, Honorary Member of the New (Chairman), Endeavor Association (Board operations of 75 assembly, stamping and powertrain
York Metropolitan Art Museum’s Board of Trustees Vice President and President, Europe, Middle plants. He is also responsible for the company’s President of Manufacturing, Ford of Europe, Deputy CEO of Koç Holding from May 2009
Member), DEİK – Foreign Economic Relations
and Founding President of the Global Relations
Board (Board Member) and TÜSİAD – Turkish East and Africa effective January 1, 2015. He worldwide engineering support for stamping, vehicle effective Jan.1, 2016. At the same time, she also until April 2010. Mr. Durak retired after he
Forum. Mr. Rahmi M. Koç received Honorary PhDs and powertrain manufacturing, as well as Ford’s is elected a Ford Motor Company officer. She
Industry and Business Association (Member). was appointed as Ford Otosan Board member served as CEO of Koç Holding and Member of
from; Johns Hopkins University, Eskişehir Anadolu Material Planning & Logistics, Ford Production System,
University, İzmir Ege University, Ankara Bilkent He is also a member of the Global Advisory and Vice Chairman of the Board of Directors Manufacturing Business Office and Labor Affairs
reports to Barb Samardzich, Vice President and the Board of Directors Between April 2010 –
University, Constanta Ovidius University and Aydın effective January 9, 2015. Mr. Farley is also Chief Operating Officer, Ford of Europe. She March 31, 2015. Furthermore, he was Chairman
Council of Bank of America and Harvard organization. Prior to his current position, he served
Adnan Menderes University. Rahmi M. Koç was
honored with the “State Medal of Distinguished University. currently a Member of the Remuneration dual roles as Chairman and CEO of Ford of Europe and was appointed as Ford Otosan Board member of the Board of the Automotive Manufacturers
Executive Vice President, Global Manufacturing and
Service” by the President of Turkey, “Grosses Committee of Ford Otosan since March 27, 2015. effective January 8, 2016. Association for 6 years between 2004 and
Labor Affairs. Between March 26, 2010 – March 29,
Verdienst Kreuz” (Great Cross of Merit of Germany) 2010. He served as National Board Member
by the German government, “Order of Merit of the 2011, he served as Vice Chairman of the Ford Otosan
Italian Republic” by Italy. The Presidency of the Board of Directors. Mr. Fleming retired on January 8, of International Chamber Of Commerce
Republic of Austria honored him with the Order 2016 from Ford Motor Company. Mr. Fleming served on between February 2014 – March 2015. He
of Merit and Mr. Rahmi M. Koç was appointed to the Board of Directors of Ford Otosan since 2002 until
served as Remuneration member of Ford
the rank of (Honorary) Commander of the Most his retirement from Ford on 2016.

Reports
Excellent Order of the British Empire (CBE) and Mr. Ali Y. Koç was appointed as Vice Chairman Otosan Board of Directors between July 10,
Mr. Rahmi M. Koç was honoured with the most - Board of Directors of Koç Holding A.Ş. on 2012 - March 25, 2015.
prestigious order of French government “Officier Mr. John Fleming resigned from his Board Membership as of She was appointed as Ford Otosan Board member
dans L’Ordre National de la Legion D’Honneur”. February 22, 2016. January 8, 2016. effective January 8, 2016.

22 23
FORD OTOSAN 2015 Annual Report

Board of Directors

Ford Otosan at a Glance


Management and Assessments
Barb J. Samardzich İ. Cenk Çimen Lyle A. Watters Roelant C. de Waard Ali İhsan İlkbahar Mehmet Barmanbek
Member - Board of Directors Member - Board of Directors Member - Board of Directors Member - Board of Directors Member - Board of Directors Independent Member - Board of
Vice President and Chief Member - Early Determination and Member - Early Determination and Vice President, Marketing, Sales and Member - Corporate Governance Directors
Operating Officer, Ford of Europe Management of Risk Committee Management of Risk Committee Service, Ford of Europe Committee Chairman - Early Determination and
Member - Remuneration Committee Member - Corporate Governance Management of Risk Committee
Automotive Group President - Koç Committee Chairman - Remuneration Committee
Holding A.Ş. CFO and Vice President - Finance and Member - Audit Committee
Strategic Planning of Ford of Europe,
Middle East and Africa

Ms. Samardzich studied Mechanical Mr. Çimen graduated from Istanbul Mr. Watters did an MBA at Queens Mr. de Waard holds a master’s degree Graduated from Istanbul Technical Mr. Barmanbek graduated from the Finance
Engineering at the University of Florida. Technical University in Industrial University (Belfast), and joined Ford UK in Economics & Business from Erasmus University Mechanical Engineering and Economics Department of the Political
She did a master’s degree in Mechanical as a Financial Analyst in 1987. Having Science Faculty of Ankara University in
Engineering and completed Executive University Rotterdam. He joined Ford (MSc.), Mr. İlkbahar started working as a
Engineering from Carnegie-Mellon held numerous positions in Europe and
University and a master’s degree in Development Programs at Stanford Netherlands in 1990. He was appointed Manufacturing Engineer at Otosan in 1964. 1963. From December 1963 to January 1977,
America, he was appointed as Director he was employed at the Ministry of Finance

Ford Otosan in 2015


Engineering Management from Wayne University (USA) and University of Sales Manager in 1993 and Marketing He spent his whole professional life at
State University. Before joining Ford in 1990, of Treasury at Ford of Europe in 1998. In as Assistant Accountant, Accountant
California Los Angeles (USA). He joined 2000, he became Financial Controller Manager in 1995. Roelant de Waard Ford Otosan where he served as a General
she worked as a thermal design engineer and Chief Accountant. From December
in Westinghouse Electric’s nuclear fuels Koç Group in 1991 as Management Trainee of the Ford Premier Automotive Group. moved to Dearborn in 1996, where he Manager during the last 14 years and retired
division. She also held variety of positions 1972 to December 1973 he undertook
at Nasoto. He assumed Sales Coordinator, After 2003, he was Global Marketing became Marketing Strategy Manager at the beginning of the year 2000. He also
in Powertrain Engineering, including chief research in England on incentives given to
Regional Manager and Import Manager and Sales Finance Director of Jaguar and and, in 1998, Marketing Plans Manager at served as Koç Holding Ford group President
engineer for Ford’s Automatic Transmission the underdeveloped regions. In February
Operations. During her career at Ford, responsibilities at Otosan Pazarlama Land Rover owned by Ford. From October the Large Vehicle Centre. He returned to between 1996-2000. He was involved in the 1977, he started working for Otosan A.Ş.
she served as chief engineer for F-Series between 1993-1996. He served as Fleet 2005 to September 2008, he worked as
Europe in 1999 as Director of Operations construction project of the Otosan Engine (Currently Ford Otomotiv Sanayi A.Ş.)
Super Duty commercial trucks, and as Business Strategies Director at Ford of
quality director for Ford-brand products Sales Manager at Ford Otosan between for Ford Netherlands and then, from Plant in Eskişehir İnönü in 1980. He led the as Finance and Accounting Manager. He
Europe managing Business Development
in Ford of Europe. Her work in automatic 1996-1998 and became the General and Strategic Planning. He was the CFO April 2000, as Managing Director Ford Gölcük Plant project and Connect vehicle then became Assistant General Manager
transmissions and her experience in Manager of Otokoç Ankara in 1998. In 2001, Netherlands. In January 2001 he was project between 1997 and 2000. He was (Administrative -Financial Affairs) in 1986
product creation won her the Women in
of Ford of South America from October
he was appointed as the General Manager 2008 to March 2012. In April 2012, he was appointed Director, Ford of Europe Retail the Chairman of Automotive Manufacturers and Deputy General Manager in 2000.
Engineering Achievement Award from
Design News in 2004. She was named of the companies merged under Otokoç. appointed as CFO and Vice President- Management, a position he held until Association’s Board of Directors, On the 30th of June 2002, he retired from
an Automobilwoche Top 50 Automotive In 2005 his responsibility was extended Finance and Strategic Planning of Ford Ford Otosan, ending his professional
March 2002. He was Vice President continuously for 15 years, from 1989 until
Women for 2011 and an Automotive News of Europe. Currently he works as CFO and career. From February 2006 to February
All Star for 2009 and 2010. Other honors to include the General Manager role for FCSD – Europe (Ford Customer Service February 2004. He served as a member of

Sustainability
Vice President - Finance and Strategic 2010, he provided honorary services as
include acknowledgement as one of the Birmot A.Ş., also assuming responsibility Division), from April 2002. From February Ford Otosan Board of Directors between
Most Influential Women by Crain’s Detroit Planning of Ford of Europe, Middle East a member of the Board of Directors and
for Avis car rental. He has been serving as 2006 until the end of 2008, de Waard 1991-2012. He was elected as a member
Business in 2007, winning the Distinguished and Africa. Mr. Watters has been serving treasurer in Koç Executives Association
Women Award from Northwood University the Automotive Group President at Koç on the Board of Directors of Ford Otosan was Chairman and Managing Director of of Ford Otosan Board of Directors on 25 (KOÇYÖNDER) for 4 years and he served
in 2006, and being named a Leading Holding since June 2009. He was elected since March 2012. He is also a Member of Ford of Britain. From January 2009, he was March 2014 and he has been also serving as as the legal auditor of KOÇYÖNDER
Woman in the North American Automotive as a member of Ford Otosan Board of the Early Determination and Management Vice President of Sales, Ford of Europe, the member of the Corporate Governance between 2010-2013. Mr. Barmanbek was
Industry by Automotive News in 2005 and
Directors on March 25, 2014. He has of Risk and Corporate Governance responsible for 49 markets, including Committee since April 21, 2014. appointed to Arçelik and Ford Otosan Board
2010. She was Vice President, Product
Development, Ford of Europe since 2011. been serving as the member of the Early Committees of Ford Otosan since July 10, of Directors as an independent member in
the UK, France, Italy, Spain and Russia.
On November 1, 2013, she was appointed 2012. 2012. Mr. Barmanbek has been serving on
Determination and Management of Risk Roelant de Waard is Vice President of
as Vice President and Chief Operating
Committee since April 21, 2014 and he Marketing, Sales and Service, Ford of the Board of Directors of Ford Otosan as
Officer, Ford of Europe, she is responsible
for many of Ford of Europe’s operations, has also been serving as the member of Europe, effective January 1, 2011. Mr.de an Audit Committee member since March
including manufacturing, quality, product Remuneration Committee since March 27 2012. At the same time, he is currently
Waard was appointed as Board Member in
development, purchasing, sustainability, Chairman of both the Early Determination
2015.

Reports
environment and safety engineering. Ms. December 9, 2015.
and Management of Risk Committee and
Samardzich has been serving on Ford
Otosan Board of Directors since December Remunerations Committee of Ford Otosan
10, 2013. established on July 10, 2012.

24 25
FORD OTOSAN 2015 Annual Report

Board of Directors Organization Chart

Ford Otosan at a Glance


Haydar Yenigün
General Manager

Management and Assessments


William R. Periam
Deputy General Manager

Prof. Günter Verheugen Haydar Yenigün William R. Periam


Özgür Yücetürk Ernur Mutlu Ahmet Kınay
Oğuz Toprakoğlu Taylan Avcı
Independent Member - Board of Member - Board of Directors Member - Board of Directors Assistant General Manager Assistant General Manager Assistant General Manager Assistant General Manager Assistant General Manager
Directors General Manager Deputy General Manager Marketing, Sales and After Product CFO New Projects Cargo
Chairman - Corporate Governance Sales
Committee
Member - Audit Committee
With a background in history/political Mr. Yenigün graduated from Yıldız Technical Mr. Periam earned a bachelor’s degree in Cengiz Kabatepe
Güven Özyurt Mehmet C. Günel
science education and journalism, University in Mechanical Engineering and Management Sciences from Manchester Burak Gökçelik Assistant General Manager
Assistant General Manager Assistant General Manager
Mr. Verheugen switched to a political joined Ford Otosan in 1987, serving as University (UK). He joined Ford as an Assistant General Manager Material Planning &
Purchasing Manufacturing Operations
Engineering Logistics
career in 1969. He was a member of the Method Engineer until 1990. He worked as Investment Analyst in the United Kingdom
German Federal Parliament between Project engineer between 1992 and 1996. in 1989. He has held multiple senior
1983 and 1999. During his tenure, he was He served in a variety of positions during the managerial positions at Ford in the Finance,
involved in European relations, security establishment of the Kocaeli Plant after the Credit, Business Development and Business
shares of Ford Motor Company and Otosan Strategy departments in the USA, Germany, Bülent Akdoğan Nursel Ölmez Ateş

Ford Otosan in 2015


and foreign affairs. In 1998, he was
A.Ş. were equalized in 1997. He became Director Director
appointed Minister of State for Foreign Brazil and China. Following his tenure as
Total Quality Human Resources
Project Leader in 1998. He participated in Business Strategy Director in China for
Affairs in the Federal Foreign Affairs
the production process of the Ford Transit, Ford’s Asia Pacific operations, he was
Office; then in 1999, he became an EU
and the design and production processes appointed as Deputy General Manager and
Commissioner. Until 2004, he served as
of the Ford Transit Connect. He worked Member of the Board of Directors of Ford
EU Commissioner for Enlargement. In
as Welding Area Manager in the Kocaeli Otosan on September 11, 2013.
2002, he also took over the responsibility
of the European Neighborhood Policy.
Plant between 1999 and 2007, and served The following decisions were made regarding executive management assignments during the
From 2004 to 2010, he served a second
as Kocaeli Plant Manager and Assistant Board of Directors meeting held on December 4, 2015:
General Manager from 2007 to 2012. He
term in the European Commission as
was appointed as Ford Otosan General
Vice-President and was in charge of Manager and became a Member of the }} Assistant General Manager - }} Assistant General Manager - Product }} Assistant General Manager - Material
Enterprise and Industry. In 2007, he Board of Directors on 15 February 2012.
Manufacturing Operations Mr. Development Mr. Ernur Mutlu, who Planning & Logistics Mr. Cengiz
became the European Chairman of He is currently a member of the Board of
Mehmet Candan Günel, who served served our company for 35 years will Kabatepe, who served our company
the Transatlantic Economic Council. our company for 33 years and retire on January 31, 2016. for 40 years, will retire on January 31,
Directors of the Automotive Manufacturers

Sustainability
Currently, he is an honorary professor at Assistant General Manager - New 2016.
Association (OSD), the Board of Directors }} Mr. Hasan Kazım Burak Gökçelik,
the Frankfurt/Oder Viadrina University. Projects Mr. Şakir Taylan Avcı, who
of Kocaeli Chamber of Industry, Turkish who worked as Assistant General }} Mr. Özgür Gökşen Töre Sancak
Mr. Verheugen has been serving on the served the company for 34 years,
Industry and Business Association, he is Manager - Engineering has been has been appointed as Assistant
Board of Directors of Ford Otosan as
will retire on January 31, 2016. There
also Chairman of the Executive Committee appointed as the new Assistant General Manager Material Planning &
will be no appointments to these
an independent member and Audit of the Turkish-American Business Council Manager - Product Development Logistics as of February 1, 2016.
positions for the moment.
Committee member since March 2012. and a member of the International Investors effective as of February 1, 2016.
He is also the Chairman of Ford Otosan’s Association (YASED). }} Mr. Cemil Cem Temel has been
Corporate Governance Committee as of appointed as Assistant General }} The position Assistant General
July 10, 2012. Manager - Kocaeli Plants and New Manager - Engineering will be closed
Projects effective from February 1, as of February 1, 2016.
2016. Mr. Cemil Cem Temel will be
responsible from Gölcük and Yeniköy

Reports
Plants as well as New Projects.

26 27
FORD OTOSAN 2015 Annual Report

Executive Management

Ford Otosan at a Glance


Management and Assessments
Haydar Yenigün William R. Periam Oğuz Toprakoğlu Mehmet C. Günel Ahmet Kınay Özgür Yücetürk
General Manager Deputy General Manager Assistant General Manager - Finance Assistant General Manager - Assistant General Manager - Cargo Assistant General Manager -
Member - Board of Directors Member - Board of Directors and Accounting (CFO) Manufacturing Operations Business Unit Marketing, Sales and After Sales
Corporate Governance Committee
Member

Mr. Yenigün graduated from Yıldız Mr. Periam earned a bachelor’s degree in Mr. Toprakoğlu graduated from the Mr. Günel graduated from the Mechanical Mr. Kınay graduated from the Mechanical Mr. Yücetürk graduated from Boğaziçi
Technical University in Mechanical Management Sciences from Manchester Economics Department of Boğaziçi Engineering Department of Middle East Engineering Department of Middle East University Mechanical Engineering
Engineering and joined Ford Otosan in University (UK). He joined Ford as an University in 1991, and joined Ford Otosan Technical University in 1978 and embarked Technical University, and joined Ford Department in 1995. He completed his
1987, serving as Method Engineer until Investment Analyst in the United Kingdom in the same year as a Financial Specialist. on his business career at Anadolu Cam Otosan as a Project Engineer in 1982. He Executive MBA degree at Koç University
1990. He worked as Project Engineer in 1989. He has held multiple senior In 1993, he became Inventory Planning San. A.Ş. in the same year. He joined Ford became Internal Purchasing Supervisor in in 2002. He joined Ford Otosan Marketing
between 1992 and 1996. He served managerial positions at Ford in the Finance, and Control Specialist. Afterwards, he Otosan as a Method Engineer in 1982. He 1987 and was then appointed as Internal Department in 1995 as a Product
in a variety of positions during the Credit, Business Development and Business became the Commercial Accounting became Assembly Workshop Supervisor Purchasing Manager. He worked as Sales Specialist. After holding various positions
establishment of the Kocaeli Plant after Team Leader in 1995 and Financial in 1986 and Assembly Area Manager in Director from 1997 to 2000, and was in Marketing & Sales areas as Marketing
Strategy departments in the USA, Germany,

Ford Otosan in 2015


the shares of Ford Motor Company and Control Manager in 1998. Between 1998. He served as Manufacturing Group appointed Assistant General Manager of Strategy Manager, Passenger Car Brand
Brazil and China. Following his tenure as
2002 and 2004, he worked as Finance Manager and the Manufacturing and Purchasing in 2000. He has been serving Manager and Sales Support Manager,
Otosan A.Ş. were equalized in 1997. Business Strategy Director in China for
Manager of Ford of Europe. In 2004, he Planning Group Manager, respectively,
He became Project Leader in 1998. He Ford’s Asia Pacific operations, he was as Assistant General Manager of the Cargo he served as Technical Assistant to the
between 2004 and 2008. He was
participated in the production process appointed as Deputy General Manager and was appointed to the position of Deputy Business Unit since 2010. General Manager. He was appointed
appointe Manufacturing and Planning
of the Ford Transit, and the design and Member of the Board of Directors of Ford CFO of Ford Otosan and has been as Marketing Manager in 2002. He
Director of the Kocaeli Plant in 2008 and
production processes of the Ford Transit Otosan on September 11, 2013. serving as Assistant General Manager worked as European Sales Operations
Assistant Plant Manager of the Kocaeli
Connect. He worked as Welding Area (CFO) of Finance and Accounting since Coordinator at Ford of Europe in 2006.
Plant in 2010. He was appointed Manager
Manager in the Kocaeli Plant between 2006. As of July 3, 2014 he was assigned He returned to Ford Otosan in 2007 as
of the Kocaeli Plant in 2012, and Assistant
1999 and 2007, and served as Kocaeli as Corporate Governance Committee Marketing Director and became the Sales
General Manager of the Kocaeli Plants in
Plant Manager and Assistant General Member. and After Sales Field Operations Director
2013. He has been serving as Assistant
Manager from 2007 to 2012. He was General Manager of Manufacturing in 2009. He was appointed as Assistant
appointed as Ford Otosan General Operations since 1 March 2014. General Manager for Marketing, Sales
Manager and became a Member of and After Sales on October 1, 2014.
the Board of Directors on 15 February

Sustainability
Mr. Günel retired on January 31, 2016.
2012. He is currently a member of the
Board of Directors of the Automotive
Manufacturers Association (OSD), the
Board of Directors of Kocaeli Chamber of
Industry, Turkish Industry and Business
Association (TÜSİAD), Vice President
of the Executive Council of the Turkish-
American Business Council (TAIK) and
the member of the Board of Directors of
the International Investors Association
(YASED).

Reports
28 29
FORD OTOSAN 2015 Annual Report

Executive Management

Ford Otosan at a Glance


Management and Assessments
Ernur Mutlu Cengiz Kabatepe Taylan Avcı Burak Gökçelik Güven Özyurt Nursel Ölmez Ateş
Assistant General Manager - Product Assistant General Manager - Material Assistant General Manager - New Assistant General Manager - Assistant General Manager - Director -
Development Planning & Logistics Projects Product Development Purchasing Human Resources

Mr. Mutlu graduated from the Mechanical Mr. Kabatepe is a graduate of the Mr. Avcı holds an undergraduate degree Mr. Gökçelik graduated from the Mr. Özyurt graduated from the Mechanical Ms. Ateş graduated from the Industrial
Engineering Department of Middle East Mechanical Engineering Department of in Mechanical Engineering from the Mechanical Engineering Department Engineering Department of Istanbul Engineering Department of Istanbul
Technical University, and completed Yıldız Technical University, and holds an University of Birmingham (UK) and a of Ruhr University (Germany) and Technical University in 1989, and University, and launched her career
his MSc. in the Mechanical Engineering MBA from Istanbul University. He joined Master’s in Design Engineering from completed an MBA at Koç University. completed an MBA at Istanbul University as Assistant Specialist of Method
Department of Boğaziçi University. He Ford Otosan as an Intern Engineer in Loughborough University of Technology He joined Ford Otosan as a Product in 1990. In the same year, he joined Ford Organization and Planning at Migros
joined Ford Otosan in 1980 as a Product 1975. He became Method Engineer in (UK). He joined Ford Otosan in 1981 as Development Engineer in 1988. He Otosan as a Method Engineer. After Türk T.A.Ş. She worked as an executive
Development Engineer. He became the Project Coordination Office in 1982 an Application Engineer. He became became Compound Construction Team taking on various positions in the fields of at the R&D, Planning and Project
Project Engineer in 1983, Product and Manufacturing Planning Control Method Engineer in 1982, Quality Leader in 1994, Body Construction Product Development, Service and Quality Management departments. She
Development Team Leader in 1984, Team Leader in 1984. He then served as Control Team Leader in 1984, Quality Development Manager in 1997, İnönü Engineering, Export and Sales Planning, he managed the project leadership of

Ford Otosan in 2015


Product Development Manager in 1986 Planning Manager of the İnönü Plant from Control Manager in 1986, Planning Plant Assistant Manager in 2004 and became a Project Engineer in the Kocaeli the HR SAP module in Migros- the
and Light Commercial Vehicle Product 1985 to 1986, Central Planning Manager Manager in 1987, Marketing Manager in İnönü Plant Manager in 2006. He Plant Project Team in 1997. He worked as first practice in Turkey- in 1999, which
Development Manager in 2000. He of the Istanbul Plant from 1986 to 1992, 1991, Investments Manager in 1993 and became Assistant General Manager Project Leader of the same team from was also rated among the best SAP
was appointed Product Development Manufacturing Planning Manager of the International Marketing Coordinator in of Engineering at Ford Otosan Product 1998 to 1999. In 2000, he was appointed practices worldwide. In 2003, she was
Director in 2007. He has been serving as Kocaeli Plant from 1992 to 1997 and 1994. After becoming Vehicle Sales, Order Development in 2009. He worked as Material Planning Manager. He has been appointed as HR Director to one of the
Assistant General Manager of Product External Purchasing Manager from 1997 Planning Coordinator in 1995, he worked Assistant Director of Engineering at Ford serving as corporate coach at Koç Group foreign operations of Migros, Ramenka-
Development since 2008. to 2000. He served as Assistant General as Assistant Plant Manager between Motor Company in the UK from 2011 to since 2013. He was appointed as Assistant Ramstore, and carried on with her
Manager of Material Planning and Logistics 1997 and 1998. He was then appointed as 2013. He has been serving as Assistant General Manager of Material Planning and career as Assistant General Manager of
from 2000 to 2010. He was appointed as Project Manager (General Coordination) General Manager of Engineering at Ford Logistics in 2010 and as Assistant General HR and Administrative Affairs. During
Assistant General Manager of Purchasing in 1998 and Project Director in 1999. He Otosan Product Development since 2013. Manager of Purchasing on June 1, 2014. her five-year tenure, she led forth the
in 2010 and Assistant General Manager has been serving as Assistant General implementation and execution of HR
of Material Planning & Logistics on 1 Manager of New Projects since 2002. systems. In 2008, she was appointed
June 2014. He has been serving as Vice HR and Corporate Communications
Chairman of the Uludağ Automotive Director, first at Koçtaş and then at Ford

Sustainability
Industry Exporters’ Association. Otosan. After completing the ADLER
certificate program of coaching in
2013, she received the title of corporate
Mr. Gökçelik was assigned as Product Development coach and provides executive coaching
Mr. Mutlu retired on January 31, 2016. Mr. Kabatepe retired on January 31, 2016. Mr. Avcı retired on January 31, 2016. - Assistant General Manager as of February 1, 2016.
support in the Group.

Reports
30 31
ER
FORD OTOSAN POW
U RE
Executive Management FUT Intending to differentiate
ourselves from our
competitors as an

E
employer with our brand

F
perception, we launched

I
our employer brand on

L
December 7, 2015.

SUCCESS
Bülent Akdoğan Cem Temel Gökşen Töre Sancak
Director - Assistant General Manager - Kocaeli Assistant General Manager -
Total Quality Plants and New Projects Material Planning & Logistics

Mr. Akdoğan graduated from the Mr. Temel graduated from İstanbul Ms. Sancak earned a bachelor’s
Mechanical Engineering Department of Technical University in 1991 and and Master’s degree in business
Middle East Technical University in 1985. completed a Masters degree at İstanbul administration engineering from İstanbul
He started his career as a Valve Specialist University in 1992. He joined Ford Technical University. She joined Ford
at Hidrel Hidrolik. In 1988, he joined Ford Otosan in 1993 as an engineer in Quality Otosan in 1996 as External Purchasing
Otosan as an Assembly Method Engineer. department. He worked on launching Specialist. She became Import Supply
He became Project Engineer in 1991 and the Press Area between 1998-2008 Team Leader. She worked as Import
Product and Process Development Team and he served as Press and Tool & Die Supply Assistant Manager between
Leader in 1994. In 1999, he took part in the Group Manager between 2008-2012. 2004-2009 and she became Export
Kocaeli Plant Project Team as Assembly He assigned as Gölcük Assistant Plant Supply Operations Assistant Manager
Area Deputy Manager. In 2007, he became Manager in 2012 and Gölcük Plant and served between 2009-2011. She
the acting Quality Assurance Manager, Manager in 2013. served as Part Export, Business&Supply
assuming the position formally between Chain Flow Design Senior Manager
2008 and 2012. He was appointed to the between 2011-2014 and between 2014-
position of Total Quality Director in 2012. 2016 she served as Material Planning
Manager.

Mr. Temel was assigned as Assistant General Ms. Sancak was assigned as Assistant General
Manager – Kocaeli Plants and New Projects as Manager – Material Planning & Logistics as of
of February 1, 2016. February 1, 2016.

32
FORD OTOSAN 2015 Annual Report

Awards and Highlights

Ford Otosan at a Glance


New Ford Transit
Courier was awarded
What Van Commercial
Vehicle of the Year
GRAND PRIZE Transit Courier was awarded the “What
Wan Commercial Vehicle of the Year” prize

at the “Corporate
in 2015 and 2016 in the small commercial
vehicle category.

Management and Assessments


Social Responsibility”
event with
“A Disabled-Friendly
Plant” projectBÜ 2015 marked a successful digital marketing year for Ford Otosan
Ford Otosan was recognized with the “Grand In 2015, Ford Otosan implemented new 360-degree marketing strategies centering
Prize”, with its “Disabled -Friendly Plant” digital communication and adopted an integrated approach towards digital and
project at the “Corporate Social Responsibility” conventional methods with a courageous and exciting tone through constant
organization, traditionally held by TİSK. measurement. The creative marketing campaigns we developed pursuant to these
Volunteering Ford employees, who came together new strategies were awarded in many contests in Turkey.
for the “ No Barriers for My Country” project
initiated by Koç Holding, developed the “Disabled
-Friendly Plant” project step by step.This project

Ford Otosan in 2015


CL AD
was eligible for the grand prize as it fulfilled all
the criteria of inclusiveness, effectiveness, good
practice, innovation, and sustainability.

2015
FORD DIVERSITY – Valuing difference, creating success
For further information, contact the Sharepoint site: https://dept.sp.ford.com/sites/DiversityFoE

Chairman‘s
Leadership
Diversity,

Awards
Europe

Ford

for
of
until 10th July 2015.
ddiverse@ford.com (internal mail D-NH/4N)
can also be sent via mail to the Diversity Office,
Nominations should be completed online, but

• Nathaly Maus-Thiel, nmausthi@ford.com, 8701 9018;

• Ford of Europe Diversity Sharepoint Site:


• Your local HR Representative
available from:
Further information and nomination forms are






within the Company for the following categories:
The awards are open to all employees at all levels

June 2014 – June 2015.


in recognition of achievements
Diversity 2015”
Awards for
„Chairman’s Leadership
Nominations are being accepted for the
Claudia Löhle-Parg, cloehlep@ford.com, 8701 2404

https://dept.sp.ford.com/sites/DiversityFoE

Developing External Partnerships


Valuing Worklife Flexibility
Building a Respectful and Inclusive Environment
Valuing a Diverse Workforce
Leading the Way
Ford Otosan was Deemed Ford Otosan Became a Digital
Worthy of the CLAD Jury Production Leader
Ford Otosan received two awards at the Occupational Health and Special Award
Safety (OHS) competition held by Turkish Employers’ Association Ford Otosan became the leader in
of Metal Industries (MESS) for the first time. The prize winners were the Motor Land Vehicles Production
determined for the “Chairman’s industry according to the Accenture
Leadership Awards for Digitalization Index study, which

Sustainability
“Our Life is in Our Hands” project was awarded a prize in the “MESS We initiated activities under the
Golden Glove Best OHS Good Practice” category. The project was “Raise Awarenes of 1 Child and Diversity” event held by Ford determines Turkey’s most digital
created by Ford Otosan Gölcük Body Manufacturing Department Transform the Whole Society” Europe every year to respect companies by preparing a digital
to reduce cut accidents and contribute to occupational health and project, which was implemented differences, increase awareness report on 104 companies from 17
safety. by Ford Otosan Kocaeli Plant and support activities in industries. Conducting Turkey’s
Maintenance and Environmental this direction. Ford Otosan first digital measurement to
Separately, the “Tire and Rim Loading” project recommended Engineering department. These was deemed worth of the use a scientific approach and a
by Gölcük Assembly Area Department’s maintenance staff for trainings are intended to raise Jury’s Special Prize with its systematic methodology, Accenture
occupational health and safety was recognized with a prize in the educate and awareness among “Discover Yourself, Manage Digitalization Index score showed
“MESS Golden Proposal - Blue-collar Employee OHS” category. children by drawing attention to Your Potential” project at that the the country’s average score
marine pollution, one of today’s most the platform, where many was 60%, the Motor Land Vehicles
important environmental problems. projects from different countries Production industry’s score was

Reports
competed with each other. 70%, whereas the industry leader
Ford Otosan’s digitalization ratio
stood at a remarkable 77%.

34 35
FORD OTOSAN 2015 Annual Report

Ford Otosan on wer5s

Ford Otosan at a Glance


o l lo #BenimFordum Application Phenomenon and Blogger Communications
ber of F 201
Social Media ia in
Numocial medAN eboo
k 5,460 photographs have been shared We started a cooperation with many phenomena and bloggers
on s OTOS
as part of the still active #BenimFordum from different channels, and we acquired an access rate of 9.9
r key Fac
D u hashtag campaign we launched on million as a result of these collaborations which enabled us to

584k
T
FOR Ford Instagram. implement successful projects.

Tw itter
urkey
ord T
180k
F

Management and Assessments


Fo
2
rd
0
Tu
rke
rd 4k
yG
Fo oo
Tru gle
c +
ks The “Ford Benim Yol Benim” Application The “Yükle Dünyaları” Application
Fac
eb
oo Our followers from across Turkey sent
k Over 10,000 single users enjoyed the Yükle Dünyaları
over 5,000 Ford Trucks photos through application where we used a Ford Trucks 1846T trailer as a
the application we managed on our Ford tetris space. The users played the game for more than 51,000
Trucks Facebook page since 2012. times.

1F7 2Oktosan Career


ord

Ford Otosan in 2015


Castrol Ford Team Tu
rkey
Facebook
29k
Facebo
98k
Ford Otosan LinkedIn ok

32k
Ford Turkey Youtube Subscription:
11,520
Youtube Viewing Duration
7.3 million mins.

Sustainability
g
Viewin
on
e

11 milli
Youtub
Ford Türkiye Inst
35k
agram

Ford Blog
We rank 1st
Number of Visitors: 268,000
among Ford’s
Number of page views: 565,000 Number of
Published Articles: 159 European markets
regarding the

Reports
We share the second place with Germany
regarding the blog traffic after Spain among number of
the Ford blogs in Europe. followers
36 37
FORD OTOSAN 2015 Annual Report

Investor

Ford Otosan at a Glance


Scale and profitability Strong financial position and prudent risk
Free Float management
Relations
}} Turkey’s biggest commercial vehicle manufacturer and
%18 }} exporter }} High cash generation capacity
}} Rising capacity to expand sales and profitability }} Strong financial structure
%41 %41 }} Best proxy to European recovery }} Natural hedge against exchange rate fluctuations, due
to FX-denominated export revenues
}} Technology License Agreements bearing strong
Koç Holding A.Ş. Ford Motor Company growth potential in royalty fees

Established in 1926, Koç Holding Established in 1903, the Ford Motor


is Turkey’s largest conglomerate Company is one of the global Value Created
in terms of revenues, exports, automotive industry’s undisputed
by Ford Otosan
share of the Borsa Istanbul (BIST), leaders and best-selling brands.
and number of employees. Koç The company manufactures and
for Investors
Group focuses on sustainable distributes its products under the

Management and Assessments


and profitable growth with a Ford and Lincoln brands across six
commitment to be the leader in continents and employs 197,000
Commitment to Corporate Governance Principles
Turkey and its region and a key personnel in 67 centers. In addition, it
major playe worldwide. offers vehicle financing through Ford Resilience and efficiency }} Separate CEO and Chairman roles
Motor Credit Company. }} Resilient structure due to diverse export markets }} Independent Members of the Board of Directors

}} High capacit y utilization rate, above the Europeanand }} Board of Director Committees
koc.com.tr
Strong and Committed ford.com Turkish industry average
}} Efficient, flexible and low cost manufacturing and

Shareholders
engineering competency

Earnings per share (Nominal value Kr 1) Share Performance Dividend Payments and Yield (Million TL)
Ford Otosan’s dividend
2015 2.40
477
FROTO 2015 %3,5 400 payment between 2004
and 2015 totaled
2014 1.70 2014 %1,8 175 TL 4.6 billion

Ford Otosan in 2015


2013 1.83 134 2013 %3,2 300
BIST-100
100
2012 1.95 2012 %9,5 579
2011 1.89 519
2011 %12,7
2010 2011 2012 2013 2014 2015
Efficiency
Ford Otosan is the most
Ford Otosan paid a total gross dividend of TL 400 million in
Main Indicators two parts in 2015. Distributed dividend rose by 128% compared valuable automotive
Closing Price Highest price Lowest price
to 2014. The total dividend paid by Ford Otosan reached TL 4.6
billion between 2004 and 2015. You can access our dividend
company in the Istanbul on
Ford Otosan has been traded on the Borsa
BIST and one of the
(Intraday) (Intraday)

30.28
distribution policy on our website and page 86 of this report.
37.94 28.56

Sustainability
Istanbul since January 13, 1986, under the
ticker symbol FROTO.IS.
2015 Investor Relations Activities top 20 companies
While BIST-100 depreciated by 28% in
During the year, Ford Otosan participated in a total of 14
Turkish Liras in 2014, Ford Otosan lost a 4%
conferences and roadshows in Turkey and abroad. 359 one-
value. The stock has been included in the
on-one meetings were held with investors and analysts. 72
BIST-30 index since August 2014. It was also
Foreign people were welcomed during 9 site visits. 112 analysts and
included in the BIST Index as of November 2, Highest market cap in Average daily trading share in
the automotive sector volume fund managers participated in 4 meetings, during which the
2015. on the BIST
free float

USD 4.4 quarterly financial results were evaluated.


USD 3.6
million 72%
billion Contacts Aslı Selçuk Burak Çekmece Gülçin Öztitiz
IR Manager Treasury and Risk Manager (Responsible for IR Specialist

Reports
aselcuk@ford.com.tr Compliance with Capital Markets Law) goztitiz@ford.com.tr
+90 216 564 74 99 bcekmece@ford.com.tr +90 216 564 74 95
+90 262 315 69 60

38 39
FORD OTOSAN 2015 Annual Report

The Turkish Automotive

Ford
Bir Bakışta
Market and Ford Otosan Passenger Cars (1000 Units) Light Commercial Vehicle (1000 Units)

Otosan
2015 726 2015 130

Ford
at aOtosan
2014 2014 96
Automotive sales rose by 25% in 2015, to
587

Glance
1,005,850 units reaching its highest level in 2013 665 2013 103

history. Total Automotive Industry (1000 Units)


2012 556 2012 131

2011 594 2011 169

Management
Yönetim ve Değerlendirmeler
Sales of passenger cars, light commercial
vehicles, medium commercial vehicles and 2015 1,006
trucks rose by 24%, 36%, 33% and 8% to
725,596, 130,286, 112,135 and 33,656 units, Highest year in the history of the Courier becomes the best-selling light
respectively. industry commercial vehicle
2014 803
Passenger car sales reached 725,596 units with a Sales in the light commercial vehicle segment, which has

and Assessments
The shift from light commercial vehicles to been contracting since 2012, strengthened from August
passenger cars (starting in 2012) slowed 24% increase in 2015, which was recorded as the
2013 885 highest year in the history of the industry. Ford Otosan 2014 onwards and reached 130,286 units in 2015 with
down after reaching the highest level in a 36% growth. Ford Otosan came second by selling
2013. The share of passenger cars in the launched new vehicles to the market throughout the
33,708 vehicles and with a 25.9% market share. Our
industry decreased by 1 point year-on- year in this highly competitive segment achieving a
sales grew 48%, higher than the market average, and our
year to 72.1% whereas the share of light 2012 812 growth of 26% and reaching a 6.5% market share with market share rose by 2.2 percentage points compared
commercial vehicles rose from 11.9% to the sales of 47,158 units. to the last year. Ford Courier was the best-selling light
13%. commercial vehicle with sales of 30,939 units.
2011 907

2015
Industry Share of Imports

Ford
Light Medium Commercial Vehicles (1000 Units) Trucks (1000 Units)

Yılında
Year Passenger Total
Commercial

Otosan
2015 74% 44% 67% 2015 112 2015 34

Ford Otosan

Ford
in Otosan
2014 73% 46% 67% 2014 85 2014 31

maintained its

2015
2013 85 2013 28

leadership position in Passenger Car Industry Share


2012 91 2012 30

commercial vehicles. 2015 72% 2011 102 2011 37

Sürdürülebilirlik
Sustainability
Having completed the year 2015 with sales of
126,468 units, Ford Otosan increased its sales by 2014 73% Transit maintained its undisputed Cargo sales grew twice the market
35%. leadership average
Ford Otosan took the second place in 2015 with 2013 75% Medium commercial segment sales started to strengthen The truck segment’s sales grew by 8% to
a market share of 12.6% while maintaining its from August 2014 onwards posting a growth of 33% 33,656 units in 2015 with the developments
leadership in commercial vehicles with a share of with the sale of 112,135 units. Ford Otosan maintained in the construction sector. Ford Otosan came
28.7% Sales rose by 35% over the previous year 2012 its undisputed leadership with sales of 37,774 units and second with Cargo sales of 7,828 units and a
thanks to favorable market conditions and strong
68% 23.3% market share. Our sales grew by 16%,
a market share of 25.9%. Our sales increased by 41%,
demand for our new products recording a growth higher than the market average. Our market share rose by 2 higherthan the market average, and our market
higher than the market average.
2011 65% percentage points compared with last year. Transit, the most share rose by 1.5 percentage points compared

Raporlar
Reports
important brand in its segment, maintained a market share to last year.
higher than the sum of the two following brands.

40 41
FORD OTOSAN 2015 Annual Report

Industry’s Youngest

Ford Otosan at a Glance


Product Range

The new vehicles launched on the


market appear in a large range from
Mondeo to C-Max, Focus diesel
automatic to Mustang.

Ford Otosan has the industry’s youngest


product range with average product age

Management and Assessments


of 1.2 years thanks to the innovations
it introduced in the automobile and
commercial vehicle range since 2012.

Ford Otosan in 2015


FORD OTOSAN
INTRODUCED MANY

Sustainability
INNOVATIONS IN ITS
PRODUCT RANGE IN
PRODUCT 2015.
RANGE AVERAGE AGE

1.2 YEARS

Reports
42 43
FORD OTOSAN 2015 Annual Report

Our New Marketing

Ford Otosan at a Glance


Ford/ODD 2015 Gladiators

Strategies Sales Category Best-


Selling Light Commercial Vehicle Brand
Ford Tourneo Courier
Renewed Marketing Strategies!
ODD 2015 Gladiators Sales Category

A year full
In 2015, Ford Otosan implemented new 360-degree marketing Best-Selling Light Commercial Vehicle Model
strategies centering digital communication and adopted an
While Ford received the best-selling light

of awards
integrated approach towards the digital and conventional with a
courageous and exciting tone based on constant measurement. commercial vehicle brand prize in the ODD
Gladiators Sales Category, Ford Tourneo Courier won

2015 The creative marketing campaigns we developed under these the best-selling light commercial vehicle model.

Management and Assessments


new strategies were awarded in many contests in Turkey.

We were awarded many prizes in 2015 thanks to our successful marketing campaigns
Ford Fiesta, “If you Love Me” Valentine’s Day Campaign
Twitter Global Success Story
“Turkey’s Ford” Advertising Film
Automotive Distributors The Fiesta Red and Fiesta Black #BeniSeviyorsan
Association (ODD) 2015 campaign was organized for the Valentine’s Day
Gladiators Contact Category and achieved a huge success. The campaign was
presented as a global success story in the Turkish
Automotive Industry by Twitter.
Television Application of the
Year We designed an integrated a digitally-focused project
on Valentine’s Day as part of the Fiesta Black (or Kara
Sevda in its Turkish metaphor) and Fiesta Red (Aşk
Crystal Apple, Automotive Ateşi in its Turkish metaphor) launch.

Ford Otosan in 2015


Category, Silver
The first couple to use the hashtag #beniseviyorsan
(#ifyouloveme) was offered roles in a Turkish soap
opera named “Kiraz Mevsimi” (roughly translated as
Ford Otosan’s advertising movie was selected as The production team conducted exploration efforts “Cherry Season”). Other brave couples followed them. Ford CRM - Direct Marketing
Europe’s most interaction generating campaign in a for 72,000 kilometers on land and in the air to find The hashtag #beniseviyorsan became popular on
the ideal locations for the script. Our film obtained 223
Applications
release week by the Ford Europe Social Media Report several mediums of social media, allowing the couples
thanks to a 90% positive mention on social media. million views on television and digital channels. to engage in entertaining couples-missions. At the end
of a fourteen-day campaign, #beniseviyorsan was used Ford Lovers, Raise Your Hands/DPİD
in 1156,400 contents. Our website was visited by over E-mailing Acivities/First Prize
190,000 users in 2 weeks, and over 12,000 people
challenged their lovers with the #BeniSeviyorsan hashtag. Ford Lovers, Raise Your Hands/DPİD
Ford Mustang

Sustainability
According to our market research, the desire to own a Loyalty Applications/Second Prize
“Heartbeat Ford Fiesta doubled during this period.
Campaign”
Legend in Istanbul/DPİD Loyalty
Applications/Second Prize
Felis/Mobile Products Category
Felis/Innovative Mobile Technology We got in touch with 30,000 individuals with
Achievement Award the “Ford Lovers, Raise Your Hands” campaign
which aims to get to know the customers in
Smarties Turkey Innovation Bronz As part of Mustang’s launch event, its participation in Istanbul Autoshow
the best way and perform customer-specific

Reports
was announced with the slogan: “Legendary Ford Mustang is now in Turkey.”
The target audience’s engagement and clevel of excitement with the communications.
Mustang launch was monitored through a cellular-phone-flash-using
technology and our customers were invited to the Autoshow.
44 45
FORD OTOSAN 2015 Annual Report

Exports

Ford Otosan at a Glance


Ford Otosan became OUR SHARE
Turkey’s export champion IN TURKEY’S
COMMERCIAL
Our exports rose by a record 32% to 253,644 units as a result
of continued growth in the European van market, Ford’s

65
leadership in the European commercial vehicle market and
high demand for our new products. As a result, the export VEHICLE
% EXPORTS
leadership we sustained in the automotive industry for
consecutive years turned into a country-wide leadership as
of 2015. Ford Otosan reinforced its net exporter position by
achieving exports of USD 3.9 billion in 2015.
%

Management and Assessments


Belgium Others
%3 %5
Italy
%4
Spain
%8

E. Europe England
%7 %35

France

Ford Otosan in 2015


%7

W. Europe
%13

Germany
%18

Export Models
Export
USD 3.9
Courier
12%

Sustainability
revenues in Custom
billion
Transit
2015 51% 37%

Vehicle
82 and parts
countries exports to 5

Reports
continents

46 47
FORD OTOSAN 2015 Annual Report

Exports

Ford Otosan at a Glance


Management and Assessments
in 2015
Commercial vehicle sales grew by 11.6% in Light Commercial Vehicle Market Sales
Europe
According to the European Automobile Country 2015 2014
Manufacturer’s Association’s (ACEA) data on 27
European countries (excluding Malta), sales of England 15.6% 18.7%
light commercial vehicles continued to grow in
2015 after its 11.3% growth in 2014. The market Germany 4.2% 7.3%
rose to 1.7 million units with an 11.6% increase.

Ford Otosan in 2015


Our main markets, namely the UK, Germany, Italy 12.4% 16.4%
France, Spain, and Italy, grew by 15.6%, 4%, 2%,
33% and 36%, respectively in this period. Spain 36.1% 33.2%
France 2.0% 1.5% #1 Ford 23% 12.6%
Europe 11.6% 11.3%
Ford takes the first place in European
commercial vehicle sales Source: ACEA

In 2015, Ford successfully sustained its strategy Ford's Share of Commercial Vehicles in Europe It became Europe’s Ford’s commercial Ford Europe reached its best
focusing on increasing commercial vehicle sales
in Europe. Thanks to the fully renewed Transit best-selling vehicle sales increased market share in commercial
product range, Ford branded vehicle sales in Europe commercial vehicle compared to the vehicles since 1998.
reached 233,000 units, growing by 24% compared 2015 #1 #1 %12.6
brand. previous year.

Sustainability
to 2014. Ford’s commercial vehicle market share
in Europe reached its highest level since 1997, at %11.5
12.4%, representing a rise of 1.2 percentage points. 2014 #3 #3
Ford Otosan is the only manufacturing center
of Transit in Europe and the only manufacturing
81% 73%
2013 #6 #6 %10
center of Custom and Courier in the world.
Ford’s strategy, focusing on growth in European
commercial vehicles, is a key driving factor in our 2012 #7 #7 %8.5
exports. Ford Otosan’s share in the Ford Otosan’s share in the
Ford Otosan manufactured 73% of Ford branded 2011 #7 #7 %8.6 number of Transit vehicles number of commercial vehicles
commercial vehicles and 81% of Ford Transit sold by Ford in Europe sold by Ford in Europe

Reports
vehicles sold in Europe in 2015.

48 49
FORD OTOSAN 2015 Annual Report

Production

Ford Otosan at a Glance


and Capacity Ford Otosan
The best plant within the scope of “Ford Production
The highest installed capacity of Turkish Systems” manufactured
one in every four
automotive Ford Otosancompleted lean line placement and installation
Ford Otosan reached an installed of its manufacturing system via ‘Ford Production Systems’
production capacity of 415,000 units
with the investments completed in
(FPS), which in return, enabled the company to achieve the
productivity and competitive edge brought by technology and vehicles and
2014. This figure represents the highest
capacity in the Turkish automotive
lean manufacturing. Our Company is selected as the best
plant every year in Ford Europe FPS audits. 59% of the
industry. Ford gathered and developed all production systems under commercial
a single roof and initiated the switch-over process to “Global
vehicles

Management and Assessments


The total capacity of Kocaeli plants Ford Production Systems” in 2011.
is 400,000 units. 290,000 units are
availabile in Gölcük Plant, the production Global Ford Production Systems training was commenced produced in
center for Ford Transit and Custom for all Ford Otosan employees in 2012. In line with the plan
prepared in 2013, this new system was implemented in the Turkey.
whereas 110,000 units are available in Gölcük and İnönü Plants.
Yenikoy Plant, the production center for
Ford Courier. The capacity of İnönü Plant, Ford Otosan became the first plant to implement the
the production center for the Cargo trucks, system in Ford of Europe. The system was also implemented
in the Yeniköy Plant in 2014. Implementing Global Ford
is 15,000 units. Manufacturing Systems quickly and effectively, Ford Otosan
was also recognized by Ford of Europe for having the best Ford’s biggest commercial vehicle
system operation. base in Europe
Record production Established with a production capacity
of 40,000 units of Transit in 2001, our
Ford Otosan manufactured 334,622 Kocaeli Plant achieved substantial
vehicles in 2015 as a result of the growth over the years thanks to
high domestic and export demand, the efficient, flexible, and quality

Ford Otosan in 2015


reaching the highest production level production. The plant’s production
in its history. 114,132 units of Ford capacity reached 400,000 units
by 2014, assuming manufacturing
Custom and 82,261 units of new responsibility for the Transit, Custom,
generation Transit were manufactured and Courier models.
in the Gölcük Plant. 64,800 units of
Increased capacity as a result of
Courier were manufactured in the growing demand and the production
Yeniköy Plant and 10,956 units of shift from other Ford centers to Ford
Cargo trucks were manufactured Otosan were the main drivers for this
in the İnönü Plant. As a result, expansion.
our company reached a capacity
utilization ratio of 81%, operating Capacity and Utilization Rate of the Kocaeli Plants (1000 Units)
400 400
above the average productivity of the
Turkish automotive industry. In 2015,

Sustainability
320 320 320 320 320 320
Ford Otosan manufactured one in 300
every four vehicles and 59% of the 250
commercial vehicles produced in
200 200
Turkey.
140 140

40

%45 %34 %80 %100 %117 %100 %93 %82 %54 %74 %90 %83 %86 %59* %81

Reports
* Ford Otosan launched new products as part of its investment program and experienced a temporary weakness in the number of units it manufactured.

50 51
FORD OTOSAN 2015 Annual Report

Production KOCAELİ PLANTS

Ford
Bir Bakışta
and Capacity

Otosan
GÖLCÜK PLANT YENİKÖY PLANT İNÖNÜ PLANT

Ford
at aOtosan
Glance
160,000 TRANSİT CUSTOM
COURIER
CARGO

110,000

Management
Yönetim ve Değerlendirmeler
130,000

and Assessments
15,000

TRANSİT CUSTOM COURIER CARGO

}} The longest-running model }} Ford Otosan is the only }} Ford Otosan is the only }} Manufactured in Ford Otosan
in Ford Europe’s portfolio production center of Ford production center of Ford Courier İnönü Plant since 1983

2015
}} Manufactured over 7 Custom in the world in the world }} Annual manufacturing capacity

Ford
million units globally since }} Released in 2012 as a brand }} Its production started in March of 15,000 units in the İnönü
its release in 1965 new vehicle of Ford’s product 2014, and sales commenced in Plant.

Yılında
range May 2014

Otosan
}} Manufactured by Ford }} Production of trailer,
Otosan since 1967 }} Annual production capacity }} Best-selling vehicle in its construction and road truck
of 130,000 units in the Gölcük segment since June series

Ford
}} Ford Otosan is the lead
manufacturing center of Plant }} Annual manufacturing capacity

in Otosan
Ford Transit in the world }} Investments were completed of 110,000 units in the Yeniköy

2015
}} Annual production to increase the capacity to Plant
capacity of 160,000 units 150,000 vehicles and ensure }} The smallest member of the
in the Gölcük Plant production in case of deman Transit Family with a length of
increases in the automotive 4.16 meters
}} All-new Transit was
market.
launched in the market }} Ford Otosan holds the entire
throughout the year }} Won the 2013 “International engineering responsibility
starting March 2014 Van of the Year”
}} Ford’s first light commercial

Sürdürülebilirlik
Sustainability
vehicle in platform B

Transit Courier The 1846 T model was


Undisputed leader Became the first
received the “What Van awarded third place in
of the segment with vehicle in its segment
Commercial Vehicle of the International Truck
over 450 body type to receive a 5 star
the year” award in 2015 of the Year Award in
combinations rating from Euro NCAP

Raporlar
Reports
and 2016 2013

52 53
FORD OTOSAN 2015 Annual Report

Plants

Ford Otosan at a Glance


Kocaeli Plants Leader plant
with a human focus

Management and Assessments


2012 The newest members of the Transit family,
Transit Custom and Tourneo Custom,
Yeniköy Plant
It is the first and
The lead manufacturing
The single production center in the world for Ford’s new
started being manufactured on the 3rd light commercial vehicle, Courier only plant in Turkey
production line implemented on July 23rd at
plant of Transit in the world Golcuk Plant. Manufacturing of the Transit The Yeniköy Plant is established as the third Ford Otosan to simultaneously
include plant

Ford Otosan in 2015


Custom series rises steadily, especially plant. It is the first automobile plant established in Turkey
following its success in the export markets. in 13 years. The previous plant was the Gölcük Plant, also
established by Ford Otosan. Established in a record time of construction,
2014 Manufacturing of the new-generation
Transit started as of January and the vehicle
16 months, Yenikoy Plant’s unique aspects make the plant vehicle design from
Gölcük Plant a pioneer in several fields. It is the first and the only plant
The lead manufacturing plant of the new Transit in the world
was successfully launched throughout the
in Turkey to simultaneously execute a plant construction, scratch, prototype
year. Upon completion of the US$ 850
million investment in the Gölcük Plant
vehicle design from scratch, prototype manufacturing, and manufacturing, and
Opened in 2001, Gölcük Plant has been Transit’s main install production lines under the same project.
production center in the world since 2004, based on the
in 2014 and the opening of the Yeniköy the establishment
Plant, the total capacity of Kocaeli Plants In line with the plant project, the manufacturing engineering
production quality of Turkish workers and its high production
rose to 400,000 units from 320,000 units and feasibility studies of the Ford Courier, which is also a of production lines
technology. Gölcük Plant is prominent among global Ford
production plants due to its top quality standards and it is
(290,000 units in Gölcük and 110,000 units product of Turkish only engineering, were conducted by the under the same
in Yeniköy). 290,000 units are manufactured Yenikoy Plant Project Team.
deemed worthy of many awards, at home and abroad, for
in the Gölcük Plant and 110,000 units are project.
Courier is Ford’s only commercial vehicle in the B segment.

Sustainability
its environment-friendly production. Lying on a total area of
manufactured in the Yeniköy Plant.
1,600,000 m2, 340,000 m2 of which is indoors, Gölcük Plant It is manufactured only in the Yeniköy Plant and exported
provides Ford Otosan a logistical advantage due to its proximity
to its supplier baseand having its own port. The Plant harbors
2015 Several investments were completed
to increase the annual manufacturing
to 36 countries. The Yeniköy Plant was completed with an
investment of EUR 370 million, including the product and
Tool and DieCenter, Press Shop, Body Shop, Paint Shop and capacity of Custom vehicles from 130,000 facility expenses. The Plant has an annual manufacturing
Assembly Shop. to 150,000 units in the Gölcük Plant, which capacity of 110,000 units. In addition to its advanced
had a total capacity of 290,000. This action technical excellence, Yenikoy Plant is a leading and people
Central Maintenance, Production Planning, and Quality
provided the plant production flexibility oriented plant with its disabled accessible and environmently
Assurance Managements provide common service to the area.
for possible demand increases in the friendly atmosphere, high number of female employees and
automotive market. work safety oriented qualities.

Reports
54 55
FORD OTOSAN 2015 Annual Report

Plants

Ford Otosan at a Glance


İnönü Plant
One of Ford’s two global truck production centers

The only plant Located in Eskişehir, İnönü Plant


manufactures Cargo trucks, engines, and
diesel engine and powertrain production
diversity under a single roof. The new
in Turkey powertrains. Ecotorq engines, which were developed
with investments over USD 100 million
to combine İnönü Plant, which has today a total
indoor area of 88,000 m2 and an open
along with the Duratorq engines that are

vehicle, diesel area of 1.1 million m2, manufactures


used in transit vehicles, will be integrated
into our trucks and trailers, in line with
engine and
thecargo trucks, engines, and engine
the Euro 6 emission standards and they
systems. The truck production capacity

The biggest R&D organization in


will be launched on the market in 2016. A

Management and Assessments


powertrain of the Plant rose to 15,000 units with
the investments made in 2014. Also, it
wide utilization range is targeted for the

production the Turkish automotive industry


heavy commercial, industrial, and marine
has an annual production capacity of
applications for the new 13-liter Ecotoq
diversity under
80,000 engines for Cargo and Transit and
engines, the intellectual property rights of
140,000 rear axles for Transit. To this date,
which are 100% owned by Ford Otosan.
a single roof İnönü Plant p producedover 200,000
Sancaktepe Engineering Center
1,378
trucks and trailers as well as more than The İnönü Test Center within Ford
800,000 engines. Along with Brazil, İnönü Otosan’s İnönü Plant was opened in just
Global engineering center for Ford’s heavy trucks and related diesel engine
Plant is one of the two production centers 4 months with an investment of EUR 3

R&D
and engine systems
for the new Ford Cargo models, designed million. This Center, which functions as

Engineers
in accordance with the “One Ford” Ford Otosan’s Second Engine Test Center Ford Otosan, the global engineering center for Ford’s heavy trucks and related
strategy in the heavy commercial vehicles. after Gölcük and will lead its peers in the diesel engine and engine systems, also functions as the support center for Ford’s
world through its advanced technology, is light commercial vehicle design and engineering.
Cargo trucks manufactured in the İnönü
the first facility in Turkey that can conduct
Plant will be exported to 65 countries on Sancaktepe R&D Center was registered as an “R&D Center” in December 2014 by
engine tests over 13 liters.
3 continents following the completion of the Ministry of Science, Industry, and Technology, becoming Ford Otosan’s second
the new Ford Trucks product range. Performing development and resistance “R&D” Center following Gölcük.
tests of Ecotorq engines that meet Euro 6
Ford Otosan’s İnönü Plant manufactures Ford Otosan R&D Department, which currently exports engineering services
norms in 5 different test rooms, the Center
engines and engine systems in addition

Ford Otosan in 2015


also serves Ford Global. A closed-circuit with more than 1,350 engineers, is the biggest R&D organization of the Turkish
to cargo model trailers, road and automotive sector.
cooling tower is used in the Center for
construction trucks. İnönü, which is Ford
of Europe’s only production center of
efficiency and sustainability purposes,
and thus, it has also the capacity of
Offering Sancaktepe Spare Parts Distribution Center

The first
rear axles for Transit vehicles, is also the
only plant in Turkey to combine vehicle,
testing the exhaust gas filtering system at services to Turkey’s largest automotive spare parts distribution center

192 dealers
vehicle level.
plant in Ford Otosan Parts Distribution Center, Turkey’s largest parts distribution center with

in Turkey and
a warehouse covering an indoor area of 30,000 m2, is the depot where all of the
Turkey Company’s spare parts, marketing, and sales and after sales operations are managed.

capable 58 dealers in Ranking as the fourth largest among Ford’s Parts Distribution Centers in Europe in

of testing 50 different terms of indoor area capacity, our center offers services to 196 dealer in Turkey and 58
dealers in 50 countries abroad and it displays a higher performance than peer Ford

engines over countries centers, with a 96% fill rate, achieved by means of effective parts management.

Sustainability
13 liters

Reports
56 57
FORD OTOSAN 2015 Annual Report

TURKEY’S R&D
LEADER

One of the most important steps taken by Ford Otosan in 2015 was the
opening of the Sancaktepe R&D Center. We have gathered 1,300 engineers
under one roof with TL 68 million investment.
FORD OTOSAN 2015 Annual Report

R&D

Ford Otosan at a Glance


Long-established R&D Ford Otosan signature on Design and Number of Patent Applications
Technology
Culture
Ford Otosan Product Development Ford Transit Courier, Ford’s brand new 2015 137
department, which pioneered R&D vehicle in the light commercial vehicle
activities in the Turkish automotive segment, was produced as of March 2014 110
sector, manufactured Anadol, the first 2014 in the Yeniköy Plant, after 40
Turkish passenger car designed by months of successful work, covering
2013 80
Turkish engineers, in 1966 and ERK, the the engineering and prototyping works

Management and Assessments


first local diesel engine, in 1986. After as well as the plant construction and
manufacturing phases. While the entire
2012 73
equalizing the partnership with Ford in
1997, Ford Otosan developed the Transit engineering responsibility belongs
Connect model, its first large-scale to Ford Otosan, it is Ford’s first light This agreement made it possible to 2011 63

project, followed by the new Cargo truck commercial vehicle in B platform. export engineering to China in addition
and Ecotorq, a brand new heavy vehicle Transit Courier won the 2015 and 2016 to earning license revenues. JMC
engine, in 2003. “What Van of the Year” award in the purchased engineering service from
small commercial vehicles category. Ford Otosan thanks to the engineering
Ford Otosan possesses the talent and launching services. Ford Otosan Number of R&D Engineers
and the entire infrastructure required Development activities for the next- engineers work together with the
to design, develop and test a whole generation Ecotorq engine family, which JMC engineers for the localization,
vehicle, including its engine, from is compliant with Euro 6 emissions, 2015 1,378
adaptation, and deployment of the
scratch to the completed commercial were completed in 2015. These engines existing parts to the Chinese market
product. Ford Otosan also works on will be used in Ford Cargo trucks. In conditions. In addition to goods exports, 2014 1,350
advanced technologies in order to offer this project, we developed an engine exports of technologies as a part of
products that can compete not only family which is innovative in terms of the developed technologies shows 2013 1,277
in the domestic market but also in all architectural design, compliant with full compliance with Turkey’s export
potential export markets, such as the the Euro-6 emission standards, ready strategy. 2012 1,240

Ford Otosan in 2015


European and North American markets. for Euro 7 emissions, competitive in the
global markets and a leader in its class. Patent Champion of the Turkish
The biggest R&D organization in the Automotive Industry 2011 1,024
A product of nearly four years of work,
Turkish automotive industry
Ford Otosan’s next-generation Ecotorq Ford Otosan believes that further
Bugün 1.300’ü aşkın Ar-Ge mühendisi engine was the first mass produced in and continuous growth of the Turkish
Achieving engineering exports with July 2015. The engine will meet with automotive industry on a global scale
1,300 R&D engineers, Ford Otosan customers on January 1, 2016, on the is reliant on the development and
R&D Center is the biggest R&D center renewed Cargo vehicles together with expansion of R&D competency.
in the Turkish automotive industry. the validity of Euro-6 limits in Turkey.
Numerous projects are under way for Creating or developing a new product
center for Ford’s light commercial exported engineering services worth Another “First” from Ford Otosan:
Ford and Ford Otosan, including engine, meeting all the standards in the
vehicle design and engineering. over USD 300 billion between 2010 Technology exports to China
powertrain, body, and interior space automotive market, where competition
and 2014, Ford Otosan recorded a
developments. Gölcük Engineering Center was Breaking another new ground through is fierce and technologies are quickly
significant increase in 2015 in this issue
registered as an “R&D Center” in 2009 a technology license agreement signed outdated, can only be

Sustainability
The center is especially focused on completing engineering exports worth
innovative ideas on the issues of fuel by the Ministry of Science, Industry and with Chinese JMC in 2013, Ford Otosan possible as a result
approximately USD 80 million. Within
economy, emission optimization, driver Technology. This Center focuses on agreed on the production of Ecotorq of long-term efforts
the concept of this export, Ford Otosan
support systems, and development engine and vehicle tests. engines, the intellectual property rights with teams possessing
commissioned many projects in 2015
of analytical methods and testing of which are 100% owned by Ford advanced engineering
Sancaktepe R&D Center was registered ranging from the Euro-6 emission
processes. Otosan, to be used in JMC branded abilities. Therefore, it is
as an “R&D Center” in December 2014 compliant Global Duratorq engines
vehicles in China, the world’s largest vital to maintaining or
Global engineering center for Ford’s by the Ministry of Science, Industry and that are used in Transit, Transit Custom,
truck market. Another achievement was improve market standing
heavy trucks and related diesel Technology, becoming Ford Otosan’s Ranger and Everest models to double-
obtained in July 2014 with the signing by conducting non-stop
engine and engine systems second “R&D” Center following Gölcük. turbo premium diesel engines that are
of a license agreement with the same R&D activities, protect
used on the Mondeo, Edge, S-MAX and
Ford Otosan, the global engineering Ford Otosan continues to make company regarding the technology the industrial property
Galaxy models.

Reports
center for Ford’s heavy trucks and contributions to the national for the chassis, cabin and parts of our rights of the products
related diesel engine and engine economy not only with its products existing trucks. developed, and obtain
systems, also functions as the support but also engineering exports. Having their patents.

60 61
FORD OTOSAN 2015 Annual Report

R&D

Ford Otosan at a Glance


Our Company took 1st place in the sector Gölcük R&D Center
and 2nd place in Turkey with its 80 and Vehicle and System Test Center
110 patent applications in 2013 and
2014, respectively. It made 137 patent The Vehicle and System Test Center
was established in 2014 and worked
applications in 2015 through the Turkish
with a very high occupancy rate in 2015.
Patent Institute. Ford Otosan made
It is capable of conducting advanced
717 applications in total, covering 40
road data simulation tests (up to 6 axes
beneficial models and 677 patents.
on a system and part level), durability
Moreover, Ford Global Technologies, tests, climatized environment life-cycle
LLC, which manages Ford Motor tests as well as load-place, stiffness,

Management and Assessments


Company’s Intellectual Rights for and spring coefficient measurements.
inventions by Ford Otosan employees, The center draws attention with its
made 5 applications to the European MAST rig, 4-poster systems, servo-
Patent Office. It also received the “Engine Test Center Within this scope, the Exhaust Emission hydraulic test equipment and climatic
of the 2013” award from Automotive Systems Test Center, following chamber. The climatic chamber is also
Our Company determines strategies equipped with infrared lights, and it
Testing Technology International an investment amounting to € 1.5
for international patent applications Magazine. The center operated with a provides a test environment capable
and maintains its operations at a great million, was opened in 2014. The plant of working between -42/+85 °C and
very high occupancy rate in 2015 and
pace. Our inventions are protected established in Ford Otosan Gölcük R&D conducting 10-90% RH humidity
lent its support to the significant project,
at the international level with 14 especially the Ecotorq project. Center is Ford’s first plant across the control. This area allows for thermal
Patent Cooperation Treaties (PCT) world providing service in this area. aging, body system life-cycle tests
applications in 2015. 31 of our patent Exhaust Emission Systems Test under extreme conditions and cool
applications were registered in 2015. Center The Center was constructed to meet vehicle starting.
the needs of light, medium and heavy
Ford Otosan Sancaktepe R&D Following a decision in 2012, Ford Otosan
İnönü Engine Test Center University - Industry universities such as Boğaziçi University,
Center commenced improving its Euro 6 Exhaust vehicles that Ford Otosan develops
FFord Otosan opened its second Engine
Cooperation İstanbul Technical University, Middle
Gas Filtering System. This system and manufactures.The Center will East Technical University, Koç
Turkey’s Biggest R&D Center in a stands out as one of the rare examples also enable the R&D works of exhaust Test Center in the Eskişehir İnönü Plant, Üniversite -University - Industry
University, Kocaeli University, and
Single Location in the global automotive industry to be emission systems to level up by following the Gölcük Plant. This center, cooperation offers universities the
Okan University execute numerous
developed with a company’s internal which was opened in a matter of just opportunity to develop basic sciences,

Ford Otosan in 2015


diminishing oscillation of waste gasses cooperation agreements with the
Our new building in Sancaktepe, whose resources. Ford Otosan led the industry by 4 months, with an investment worth € provide publications, and as a result
foundation was laid in 2013, became to nature that Ford Otosan develops institutions such as Tübitak (The
developing EGAS, the majority of which 3 million, and which will lead its peers contribute to national and world
operational in 2014 as Turkey’s largest was developed by system suppliers, and uses in its vehicles. in the world through its advanced Scientific and Technological Research
science.
scale automotive R&D Center and within its own structure. technology, is the first facility in Turkey Council of Turkey) Marmara Research
received the R&D Center title and that is able to conduct engine tests over As for industry, it offers the opportunity Center.
certificate within the scope of Law nr. The renewed Ford Cargo vehicles will 13 liters. to meet technological information
5746. Employing over 1,300 staff, the be offered to customers along with the needs, solve problems, and offer
The Center will perform development
Center was recognized by Automotive next-generation Ecotorq engines and product quality as per the changing
and resistance tests of Ecotorq engines
Testing Technology International EGAS in 2016. market conditions. For this purpose,
meeting Euro 6 norms in 5 different
Magazine with “Engine Test Center of bearings, and it will also serve global
the 2013” award. Ford.
The center operated with a very high The center, where FM200 gas
occupancy rate in 2015 and lent its extinguishing system is used instead

Sustainability
support to the significant project, of a carbon dioxide fire extinguishing
especially the Ecotorq project. system, which is hazardous to human
health, also has advanced technology
Ford Otosan R&D Test that allows for controlling all test
Centers rooms, and building.
Gölcük R&D Center
Engine Test Center
Commissioned in 2013, the engine
test center was recognized for its
innovative approach, advanced

Reports
technologies, and productivity.

62 63
FORD OTOSAN 2015 Annual Report

Quality Occupational Health and Safety

Ford Otosan at a Glance


Ford Risk Assessment Process
Ford Otosan, çalışanların birbirlerine quality of products and services should Ford Otosan strives to create a Women’s Workshops and Emergency
Ford Otosan is like a family whose be the “number one” priority. safe and healthy work environment Communication Project launched by the
Not only the production lines but

Otosan’s
members trust and respect each by satisfying all statutory and psycho-social unit of our Health Center
other. The Company strives to create The quality level is set by the organizational requirements pertaining also every step of the operations and
were the activities that made significant
a positive work environment free to occupational health and safety at processes are subject to risk analysis
“customer”
Quality
from prejudice and based on mutual the workplace. The Company makes in our Company. These risk analyses contributions to our working life.
communication, to ensure that The best way to attain Excellent Total improvement efforts to eliminate are performed by active operators and
are evaluated with the participation Ford Otosan Search & Rescue

Policy
employees understand, trust and Quality is to take measures to prevent a all risks which pose a threat to the
support each other. problem, instead of solving the problem. safety of life and property, including and approval of expert staff, including Team (FOKE)

Management and Assessments


illness, physical injury and fire. The occupational safety specialists, process
The individual efforts of all Ford Otosan engineers, environmental engineers Ford Otosan Search & Rescue Team
Authorized dealers and employees, suppliers, and dealers each administration and employees are of a (FOKE) The FOKE Team, staffed by
single mind in this process. and ergonomics officers. Risk analysis is
Customer satisfaction is Ford Otosan’s suppliers are Ford Otosan’s make up a part of customer oriented based on a review of physical, chemical, employee volunteers, was established
number “1” priority. Quality comes first. products or services.
business partners Ford Otosan believes in cooperation ergonomic and hygienic risk potential in in 1999 at the time of the Gölcük
Ford Otosan conducts its operations and joint participation of management earthquake. In 2011, the Team
In order to attain Excellent Total Quality; the course of operations, and on taking
with utmost faith in the necessity It is Ford Otosan’s principle to provide and employees to attain its goal of augmented its membership and
It is necessary to review, improve the relevant measures to prevent such
of providing excellent product mutual benefits in its relations with safeguarding personnel against loss or refreshed its training sessions. FOKE
and develop all processes (not only risks. Risk analysis is conducted again
and service quality to deliver total authorized dealers, suppliers, and other injury due to occupational accidents. provides volunteer support to search
production processes but also all in the event of any change in processes
customer satisfaction. business partners to develop and grow Prevention of accidents and losses and / or layout, acquisition of new and rescue efforts in the event of natural
processes supporting production and
together. is a direct and shared responsibility equipment or adoption of a new system, disasters. The Team also participated
sales) on a continuous basis.
Customers stand at the heart of administration and employees. and after any occupational accident. in rescue efforts in the aftermath of the
of business Trustworthiness is a must Employees are required to make Production and support services Risk analyses are reviewed once a year Van earthquake.
innovations and organize planned departments abide by this policy for regardless of whether or not any of the
Ford Otosan conducts its business With the addition of Sancaktepe, FOKE
Ford Otosan conducts business in a activities in order to implement these designing, operating and maintaining all aforementioned extraordinary situations
by consistently keeping customers now has almost 100 members that also
respectable manner, contributing to developments. Ford Otosan conducts plant and equipment. All staff diligently occur.
at the forefront, and offering better cooperates with other research and
society and fostering a trustworthy its operations with the principle, “All of follow current occupational safety rules
quality products and services than reputation. us are customers of others, and every and procedures. The employees and Health Center rescue teams within Koç Holding, and
its competitors, thus fully ensuring run regular training activities to maintain
customer deserves the best.”. the administration expend enormous A proactive approach is adopted in
customer confidence in, and loyalty to, The ISO 9001 Quality Management its search and rescue capacity in natural
System serves as a guide for Ford efforts and meticulously endeavor to our Health Center, with the concept of
the Company. disasters and emergencies.

Ford Otosan in 2015


Otosan leading to sustainable comply with this policy. preventive medicine, and accordingly
Continuous improvement improvement in quality and customer Ford Otosan undertakes to identify the necessary works and controls are Award at the Ford Global
satisfaction. The fundamental conducted to prevent occupational
underlies Ford Otosan’s and define all occupational health and
illnesses, ergonomic and hygienic
Occupational Health&Safety
philosophies of the ISO 9001 Standard safety risks involved in its operations
achievements comprise customer orientation, and to develop and review its objectives problems.Employees enjoy an annual Competition
process approach, and sustainable and schedules in light of these risks. health examination at Health Centers,
Ford Otosan, yaptığı her işte Ford Ford Otosan was considered worthy of
improvement. which are accessible every day
Otosan conducts its operations This policy, undertaken and during work hours at all locations. In the Special Contribution Award in the
with the philosophy of aiming to be Ford Otosan, which aims along with all implemented by Ford Otosan, will be addition, the Health Centers respond to prestigious, “President’s Health and
excellent in all activities it’s engaged of its employees to enhance customer distributed to all employees and all emergency cases, address numerous Safety Award (PHSA)” competition
in. To strive for perfection in value and satisfaction in every action and decision, parties working for the Company. It is health issues such as studies on on occupational health and safety,
reliability of the very latest products, and in each product and service, also accessible to the public and third physically challenged employees and organized by Ford since 1999 due to
as well as in human relations, possesses ISO 9001, ISO 10002, ISO parties. organize training sessions on relevant the İnönü Plant Health Team’s first aid
competitiveness, and profitability, 14001, ISO 14064, ISO 50001, OHSAS
“All of us are
topics. support for the accidents occurring in the
continuous improvement must 18001 and ISO 27001 certifications.

Sustainability
vicinity of İnönü.
become a way of life.
To this end, management sets the
Excellent Total Quality customers of
Company’s quality targets and Ford Otosan management adopts the
principle of “Excellent Total Quality”.
others, and Occupational health and safety
every customer
makes sure that all personnel is
informed with respect to these goals. This principle is best expressed as,
In addition, management reviews
the quality targets on a regular basis
“Whatever we do must be the last
word.” deserves the prestigious competition
and identifies opportunities for Ford Otosan also aims for perfection best.” "President's Health and Safety
Award" (PHSA)
improvement. in its basic tasks, values and
implementation of its corporate
Teamwork is a way of life for
Special Contribution Award

Reports
philosophy. In order to bring customer
Ford Otosan satisfaction to a level of perfection,

64 65
FORD OTOSAN 2015 Annual Report

Human Resources
Ford Otosan Success Reward System

Ford Otosan at a Glance


encompasses many different award
programs including, in particular, the
Most Successful Coaching Practices,
Instant Awards, Ford Otosan’s Starts,
Our Mission, Employees are able to move on the Suggestion, and Improvement
Vision, and path to leadership and expertise thanks System.
Strategy to the regularly held rotation planning
Our vision is “to become meetings.
the most preferred
automotive company Training and Development
by employees with Management
a high level of
engagement in Ford Otosan’s training and

Management and Assessments


Turkey through development policies are designed to
Innovative Human enhance personal achievement and
Resources practices.” motivation levels. It offers high standard
development and training opportunities
Our mission is “to develop and that help employees to meet their 14%
39% +41 years
implement people-oriented requirements and to contribute to 18-30 years old old
HR systems, based on we make confident strides towards the organizational development and assessments were conducted. identified corresponding to the size
equality of opportunities, vision of becoming the most preferred success. of any assumed task. Remuneration
respectful of diversity and We held 70.7 man-hour training
company. Valuing differences, rejecting is conducted in accordance with
ethical values focused on the Employees are able to complete throughout 2015. 5.08, 21.1 and 45.1 man
any form of discrimination and ensuring compensation policies corresponding to
development and supporting training and development activities hours of this comprised of personal
equality of opportunity, we also conduct the degree system.
high performance in accordance under the role-specific development growth-leadership,
our recruitment processes with an
with the Company’s strategy.” programs such as Being a Ford Otosan
understanding that placing the right
Employee, Young Talent Development, Internal Communication Performance Management
Our main strategies are to candidate in the right position at the
Young Leader Development and System 47%
become one of the top ten most right time is the most critical link of Internal communication activities are 31-41 years
Leadership for Sustainable Success Ford Otosan’s Performance
preferred companies in Turkey talent management. conducted under the roof of the Human old
right from the day they start their work. Management System aims to
and a leading HR brand with Resources Directorate offer various
In our multi-staged recruitment achieve perfect performance in the Distribution of Staff By Age
its sustainable and innovative We create our training and development environments where employees can get
system, we make a multidimensional Company and to manage employees
practices, to rank in the top calendar annually according to the information about all developments

Ford Otosan in 2015


assessment by including our by objectively evaluating their
ten Turkish companies according to employee needs and demands which pertaining to Ford Otosan, make 2%
department managers as well as HR performance within a framework of 12%
the Employee Engagement Surveys, to are identified with competency one-to-one contacts with Senior +21 years
experts to meet today’s requirements. common standards. The Goal Setting 6-10 years
respect differences and ethical values assessment, performance evaluation, Management, follow-up achievements 65%
and development center practices. of the Company and employees, Interview, held at the beginning of
by caring for equality of opportunity Ford Otosan Talent Management 0-5 years
20%
and share their opinions. Internal the year between the manager and
in all human resources practices, to System is of great importance to 11-20 years
Detailed requirements and expectation the employee, sets performance
design, deploy, and sustain integrated uncover the potential of our new communication activities are conducted
analyses are carried out to intensify the targets within that period for the
human resources practices by making employees in a very mobile labor market by means of Open Door Meetings,
impact of training and development employee, integrated with the
effective use of technology. and taking them one step forward on a Leadership Meetings, Intranet Portal,
activities on business results. The Company’s targets. The employee’s
day-to-day basis by determining areas Newsletter, internal communication
content designs are developed achievements are monitored every
Employer Brand of development. activities, “Aramızda” magazine, and
according to these expectations. six months, and remedial measures
through other various organizations.
On December 7, 2015, our employer All Ford Otosan white-collar employees Personal Development Planning, which are taken if necessary. In addition to
branding project was established by are subject to 360-degree Competency is regularly carried out every year, Remuneration Management the goals, competencies also play
Evaluation according to their Ford targets both the organizational and the (a significant role in the system and Experience (White Collar)
the Human Resources Department to

Sustainability
Our company aims to enhance the
Otosan Behavioral Competencies. employees’ development. provide opportunities for employee
differentiate from our competitors with rewarding activity by highlighting the
a unique brand perception. The development plans are formed development. 2%
Job adaptation process, an important concepts of project size, performance,
20%
Our Facebook page “Ford Otosan stage of the talent management and prioritized with an evaluation of and contribution. Care should Recognition, +21 years
6-10 years
Kariyer”, which has the highest number process, starts with the assignment of the knowledge, skills and behaviors be showed to consistent and fair Appreciation, and Reward 41%
required by employees’ current/future 0-5 years
of followers in the industry, reaches an orientation coach to each employee. according to the “equal pay for equal
position. We aim to award successful
thousands of people every day with the Job adaptation process of employees work” principle as well as ensuring
projects and thus create a corporate
power of our employer brand. who go through the orientation process A road map is created after activities are a balance within the company and
environment where employees feel
is measured with the bonding survey, planned for the priority development competitiveness in the market, in the
proud and happy to work with the Ford
Recruitment and Talent and relevant action plans are prepared. areas. In this context, we did a 99.6% long term.
Otosan Success Reward System, which
Management System Talent pools are determined at human development planning across the
Ford Otosan’s Remuneration supports us our common values and our

Reports
company and completed 96% of these 37%
resources planning meetings every Management is arranged through a vision.
Ford Otosan embraces talents who help plans in 2015. 360 Degree Competency 11-20 years
year and employees’ career plans are degree-based system. Degrees are
us get stronger and shape the future as Assessment was completed by 95% of
discussed.
the white-collar employees and 23,190 Experience (Blue Collar)
66 67
FORD OTOSAN 2015 Annual Report

Environment

Ford Otosan at a Glance


Air Emissions saving projects are undertaken in Otosan products is to reduce any
areas and processes with high energy adverse impact on the environment, not
Having embraced “sustainable only at the production stage but also
density. At its periodic meetings, the
development” as a guiding corporate during the life cycle of the product and
Energy Committee determines which
24,179,772 4,981 331,385 5,904,771
principle, Ford Otosan has used the afterward. In this context, both energy
measures can be taken to reduce
most environmentally friendly, state- and environmental aspects are taken
energy consumption in plants and/
kWh energy CO2 reduction
3
m tons of wastewater tons of hazardous of-the-art technologies during all
or processes, and develops relevant into account during the design phase
savings treatment wastes recovery processes since the Project phase
projects. Energy Management of the product. We collect and recycle
It contains waste water values for of the Kocaeli Plant. One of the best waste materials, such as end-of-life
It contains hazardous waste has begun to be monitored more

Management and Assessments


the Kocaeli (Gölcük and Yeniköy) illustrations of this is the use of water- tires, batteries and packaging waste,
recycling values for the Kocaeli systematically, and to be controlled
and İnönü plants. (Gölcük and Yeniköy), İnönü and based paint in the painting process. which may come about during the use
annually by an independent body, after
Sancaktepe locations. Water-based paints are used at the of the product, through authorized
the ISO 50001 management system
Kocaeli Plant to reduce air-polluting organizations. All Ford service centers
certificated in 2013. We conducted
Environmental and Energy Volatile Organic Compounds (VOC) in and dealers are informed about the
inspections in a total of three locations
Environment and Energy Policy painting processes. Ford Otosan is the
Management System in 2015 for the ISO 50001 standard issue. The products are directed to
first company among Ford’s European
}} Meet or even exceed the relevant Ford Otosan initially obtained the ISO
including Gölcük, Yenikoy, and recycling plants for end-of-life products
plants to use waterbased paint
environmental and energy regulatory İnönü plants. Inspections have been even after the expiration of their useful
14001 Environmental Management System applications for primer coats, and first
requirements, completed successfully. Similarly, we lives.
Certification, which covers all activities related to in the Turkish automotive industry for
carry out ISO 50001 internal audits in
}} Strive for continual improvement in the manufacturing processes, products, services and both primer and base coats. Regarding Wastewater Treatment and
cross-examinations with the same care.
environmental and energy management other business activities, in 1998. the Yeniköy Plant’s paint show Water Use
system, planning, we launched the 3 Wet Paint Environment Ford Otosan production plants
The Company has integrated its Environmental Process, which is applied in Turkey
}} Minimize waste, prevent pollution at Management System, which focuses ÇWithin the context of environmental have both industrial and domestic
source, use energy efficiently and reduce for the first time as an application wastewater treatment facilities,
on continuous development, with other management, Ford Otosan conducts
adverse impact of our activities on the with a few examples in the world and capable of treating all the wastewater
studies to improve ecosystems and
environment, management systems such as quality and decreased the number of paint cabin
biodiversity, as well as reducing generated. Water processed at the
occupational safety management systems and owen to one. Binder and abrasive
}} Protect the environment and spread environmental impact, to develop treatment facilities is analyzed
implemented therein. To date, Ford Otosan’s processes were also eliminated. This
environmental awareness to our environmental awareness in the and controlled, both at the plant

Ford Otosan in 2015


Kocaeli and İnönü Plants have passed all way, we reduced electricity, natural gas laboratories and in the laboratories
community, country and the world, environmental inspections with “zero” consumption, industrial material and
community. Ford Otosan Kocaeli Plant’s
sustainable environment-friendly of accredited institutions. The
}} Define and reduce risks regarding nonconformity. paint use, maintenance, cleaning, labor
automotive production process was wastewater in the Kocaeli Wastewater
environmental emergencies, and waste costs. At the same time, we
selected to be one of the best practices Treatment Plant is now under constant
The main drivers of the Company’s environmental implemented Dry Scrubber Process,
}} } Raise the environmental and energy initiatives are the respect for the environment in a contest organized by the Republic observation by means of online
the world’s most advanced scrubber
efficiency awareness of staff and and raising environmental awareness among of Turkey Ministry of Development. measurements at the plant exit. The
process. In this process, paint dust is
contractors through training, Ford Otosan personnel in production activities. To Ford Otosan Sustainable Energy and water used in the plants is supplied
carried through the air and combined from wells. Strenuous efforts towards
Environment-friendly Production
}} Provide necessary human resources, promote environmental awareness, the Company with calcite in the units and get
System was presented at the United the protection and conservation of
technology and financial resources requires its suppliers to obtain the ISO 14001 separated from the air with the help
Nations Rio+20 Conference on natural resources have resulted in
to reduce adverse impact on the Certification, as a prerequisite for a business of special filters. Water and chemicals
Sustainable Development. Pursuant significant gains in terms of process
environment and to use energy efficiently, partnership. are not used in the paint cabin thanks
to the ISO 14064-1 standard, direct water consumption within recent years.
}} Develop energy efficiency projects and to the Dry Scrubber cabin system.
Ford Otosan integrated its Environment and indirect greenhouse gas emissions
get involved in activities, which raise the Solvent consumption is low. The most Waste Management
caused by energy consumption or other

Sustainability
Management System with ISO 50001 Energy
use of renewable energy sources, in order important values of the resulting 3
activities are evaluated and approved Waste management awareness in Ford
Management System in 2013 and obtained
to reduce the greenhouse gas emissions Wet Paint Process and Dry Scrubber
by an independent body. Projects were Otosan’s plants is extensive. All landfill
arising from production activities, ISO 50001 Certification as a result of the audit Process include more efficient, modern,
initiated for the Ford Otosan Yeniköy and waste disposal are conducted in
conducted by an independent body. environment- and energy-friendly
}} Prioritize the reduction of greenhouse gas production technologies.
Plant port under the green port/eco line with relevant technical and legal
emissions arising from our products, and Within the scope of the Environment and Energy port project in 2015. Industry-specific standards. The Company’s activities
the use of renewable energy sources in our Management System, Ford Otosan had external Energy criteria document was obtained especially focus on reducing waste at
design activities, audits conducted in 2014 by an independent from the TurkStat and discussions source and enhancing recycling efforts.
Each Ford Otosan plant has an Energy As a result, efforts to reduce hazardous
institution to attain ISO14001 standard in 4 continue with Ministry of Transport and
}} Raising awareness among our suppliers Committee, which monitors energy waste have resulted in significant
locations, Gölcük, Yeniköy, İnönü, and Kartal; ISO Communications.
and partners on green economy and conservation efforts. Electricity and savings.
energy efficiency efforts and encouraging 50001 standard in 3 locations, Gölcük, Yeniköy, Products and Materials
natural gas consumption of all the
them. and İnönü Plants, and ISO 14064-1 standard

Reports
departments is examined together
for Gölcük, İnönü and Kartal. Full success was The primary objective in the
with the scorecard metrics. Energy
achieved during the audits in all locations. Full development and production of Ford
success was achieved at controls in all locations.

68 69
FORD OTOSAN 2015 Annual Report

Corporate

Ford Otosan at a Glance


Social Responsibility Honey Bees Become Offering the right to unpaid leave up Stakeholders can visit www.fordotosan.
Engineers to 1 year after birth in addition to the com.tr to access Ford Otosan’s
maternity and breastfeeding break sustainability reports which are created
“Honey Bees are Becoming with the adoption of core application
stipulated by the law.
Engineers” is a corporate social requirements of the G4 Reporting
responsibility project intending to Giving paid leave during pregnancy Guidelines, the most up-to-date
Ford Otosan contributes our
reduce prejudices resulting from social in summer and winter months standard published by the Global
country’s economic development and
gender stereotypes, which was first depending on heat monitoring. Reporting Initiative (GRI). They can also
international competitiveness while
implemented during the reporting Providing a lactation room within the examine our comprehensive CSR report
carrying on its social responsibility
period and will be applied in 81 schools company. on our website for other CSR activities
activities in many areas such as
of the Ministry of National Education for that are not covered in the annual
education, health, culture, arts, Ensuring female employees continue
two years. report.

Management and Assessments


and sports in line with a corporate to work in the same position following
citizenship principle and for Turkey to The project launched in cooperation the maternity leave.
reach sustainable development targets. with Ford Otosan, the Ministry of
National Education and Flying Broom A one-time only maternity benefit
Highlights from Ford Otosan’s corporate and a net TL 460 nursery assistance.
Association aspires to achieve the
social responsibility activities in 2015:
following: Ford Otosan Published its
While Ford Otosan produces
First Sustainability Report
raise awareness about the
sustainable solutions to the social engineering profession in the FOur fundamental target in Ford
issues identified with employees community, Otosan’s activities as the leading
and dealers in accordance with a powerhouse of the Turkish automotive
Encouraging female high school industry is contributing to a more
sustainable society vision, it also
students to become engineers, “Equality at Work” declaration. Our
implemented projects with its sustainable life standard for the next
company emphasizes the importance of
employees and dealers under the Developing awareness regarding the generations while producing value for
equality of women and men by fighting
“Ülkem için” umbrella to support local importance of equal opportunity the stakeholders.
against the social gender inequality
development in the face of various between men and women in in all internal operations including Ford Otosan published its first
social problems. education and career choices, recruitment processes. 1 in every 2 Sustainability Report during the
Taking action to do its share for an persons and 1 in every 4 persons need to reporting period to present its results
Increase, accordingly, the rate of
be chosen as female employees in the in a transparent and easily accessible

Ford Otosan in 2015


egalitarian society and the world in line female students who choose the
recruitment of white-collar and blue- manner by evaluating its activities with
with the new 2015-2017 “I support the engineering profession,
collar employees, respectively. Thanks social, environmental and economic
Social Gender Equality” theme of the
Assuming a leading and encouraging to the affirmative action policy in dimensions.
“Ülkem İçin” project, Ford Otosan points
role in the industry with this project employment that was launched during
to the gender discrimination issues
which supports social gender the reporting period:
which can cause different deprivations
equality,
for women and men in social and
business life. It aims to increase the workforce rate
by contributing to the employment of
In this context:
women.
We formed a team of 27 volunteers Female students will be informed and
inside the company who will actively encouraged about the profession and
support the implementation of Social working conditions of engineering,
Gender Equality awareness projects.

Sustainability
which is excluded from the professions
4,683 Ford Otosan employees were that are traditionally deemed
I Support Gender Equality For appropriate for women according to
given social gender equality seminars
My Country social gender stereotypes in Turkey’s
by the Ford Otosan’s volunteer trainers
‘The “Ülkem için” social responsibility between October 2015 and January 81 cities. Their families will be provided
project aims to reveal the 2016 intending to offer such training to with awareness for them to support
entrepreneurship of Koç Group the whole staff by the end of May 2016. their children for engineering.
employees and dealers in the social Equality at Work
Ford Otosan’s volunteer trainers also
responsibility area and builds a bridge
continue to provide the same training Approaching all its employees with
between the individuals, company,
to Koç Group’s dealers on a voluntary the basic principles of equality, Ford
and society in terms of responsibility. A

Reports
basis. Otosan continues to add value to Ford
solution umbrella has been offered by
the group companies in problem areas Otosan staff on an individual and social
sense with its activities under the 2013
since 2006.

70 71
EN MOR FORD OTOSAN 2015 Annual Report

The gender
Cinsiyet eşitliğiequality movementkadınlar
hareketi başlangıçta, initially
içinemerged
ve as a In recent years,
Son yıllarda men
erkekler dealso began
kadınların ve to
kızstand up against
çocuklarının inequalities
maruz kaldığı
struggle for women
kadınlarla yürütülen and performed
bir mücadele withçıkmıştı.
olarak ortaya women. and discrimination
eşitsizliklerin suffered
ve ayrımcılığın by women
karşısında and young
yer almaya başladı.girls.

Cinsiyet
Solidarity In Turkey
Türkiye’de

Movement
Eşitliği İçin
15.469
Menerkek
Support

for Gender
destekliyor
HeForShe

Dayanışma
Equality

602,795
Hareketi
Now it’s time that
we combined our
efforts. HeForShe is a
*
Şimdi çabalarımızı
solidarity movement
gathering one half of
birleştirme zamanı.
the humanity
HeForShe with
cinsiyet the
eşitliği
other part tobir
için, insanlığın support
yarısını,
gender equality.
diğer yarısına destekThe
vermek 20,001+

whole
üzere birhumanity will
araya getiren bir 5,001- 20,000
1,001 - 5,000
benefit
dayanışma from such Bu
hareketidir. 251 - 1,000
1 - 250
solidarity.
dayanışmadan tüm insanlık
#HeForShe
0

kazançlı çıkacaktır.
#BenDegilsemKim
Twitter: HeForSheTurkiye
HeForShe Facebook: HeForSheTurkiye
Instagram: HeForSheTurkiye *Rakamlar
*Figures 31 from
were taken Aralık
the2015 tarihinde
www.heforshe.org
Youtube: HeForShe on December 31, 2015.
www.heforshe.org sitesinden alınmıştır.

20 | FORDOTOSAN 72 73 ARAMIZDA | 21
FORD OTOSAN 2015 Annual Report

psychological On the second day Ford Otosan visited the following


counseling focus group sessions schools and reached 1,202 female
and guidance are conducted students between January-
specialists. with the female February 2016: Istanbul Kadıköy
students. Anatolian High School, Istanbul
The first seeds Beşiktaş Anatolian High School
of the project (European side), Bursa Ahmet
were sown at Erdem Anatolian High
Ford Otosan School, Çanakkale İMKB
Sancaktepe R&D Vocational and Technical
Center on August 21, Anatolian Anatolian
2015. High School, Nedime
Hanım Vocational
164 volunteer role Technical Anatolian
models were identified High School, Çanakkale
from men and Vocational Technical
women following Anatolian High School,
a relevant call for Sırrı Yırcalı Anatolian High
the Ford Otosan School, Yalova Şehit Osman
engineers in

Honey Bees Become Engineers


Altınkuyu Anatolian High
November. School and Ankara Atatürk
The Flying Vocational and Technical
Broom Anatolian High School.
Association’s Ford Otosan’s
The “Honey Bees are Becoming engineering as a profession. that will be required by our female engineer role Female students participating in
Engineers” is a social company and the automotive Social Gender
experts and models share their the “Honey Bees are Becoming
responsibility project that The main objective of the industry in the coming period. own personal stories Engineers” project are offered an
“Honey Bees are Becoming trainers carried
emerged with the dream of out Social Gender and processes with internship opportunity at Ford
equal representation for women Engineers” project is to take We aim to reach 81 Turkish students and answer Otosan if they qualify for studying
female students out of social cities under the “Honey Bees are Workshops on
and men in working life. November 26 and questions during the at an engineering faculty. The
gender stereotypes in their Becoming Engineers” project session titled “Toward Highschool project results will guide the
December 10 for the volunteering
Observation and research on career choices and raise their and undertake social gender engineers. Girls’ Career Choices: Everyone industry as well as shed light on
social gender inequality in our awareness for them to choose awareness programs for high can be an Engineer.” many studies.
country show that creating a professions that fit their skills school students from the first Therefore, volunteer Ford Otosan
project for the employment of despite being considered to be and/or the second grade in engineers prepared for their tasks Psychological counseling and Moreover, the seeds we sow today
female engineers will have a excluded from the professions every city. and the Hive Day, which meant the guidance specialists perform for our society will flourish in the
pioneering and transforming that are considered to be project’s field application. creative drama activities and coming years.
effect both for our company convenient for them. The training on the effects of applications for the same group
and the automotive industry. social gender awareness on the The Hive Day, participated by following the social gender
The profession we want to choice of profession will be held each volunteer engineers with experts’ encouraging explanations.
The project was shaped by encourage female students at the Ministry of Education the opposite gender for two days, Experts meet with the school
the prediction that qualified to embrace is engineering. schools. In this context, the starts with a visit to the Provincial
Directorate of National Education teachers after the session for the
female employment will grow Increasing the number of project is cooperation with the female students and tell about
in our industry in parallel with female students who chose Mini of National Education and and continues with a visit to
a dealer for Ford Otosan, the the social gender’s impact on
the increasing number of engineering will mean investing the Flying Broom Association, a career choice.
female students who chose in workforce diversity, an aspect non-governmental organization volunteer envoy for the project.
specialized in social gender Female and male students (only In the last session, these
equality. students from grade 1 and 2 are experts conduct a program
included) of the high school are for proper guidance in
Carried out in a partnership career choice in line with the
gathered at a hall and the program
between the Ministry of titled “Different Approaches to social gender equality principle
National Education, Ford Career Choice: Who Become addressing the female and
Otosan and the Flying Broom Engineers for What Reasons?” are male students participating in
Association, this project carried out. awareness program as well as
ensures reaching out to female their parents.
students living in Turkey’s Ford Otosan’s volunteer engineers,
each geography and the fact social gender experts and The pilot application of the “Honey
that engineering is not only a psychological counseling and Bees are Becoming Engineers”
male profession is expressed guidance specialists carry out project was implemented at
by Ford Otosan’s male and various interactive activities and Kocaeli Anatolian High School
female engineer role models, applications throughout this two- on December 16-18.
the Flying Broom Association’s session program that lasts for
social gender experts and three hours each.

74 75
FORD OTOSAN 2015 Annual Report

Annual General

Ford Otosan at a Glance


Meeting Agenda

THE ORDINARY GENERAL ASSEMBLY MEETING OF THE FORD OTOMOTİV


SANAYİ ANONİM ŞİRKETİ DATED 29.03.2016

1. Opening and election of the Chairman of the Meeting,

2. Reading, discussion, and approval of the 2015 Annual Report prepared by the Board of Directors,

Management and Assessments


77 Annual General Meeting Agenda
3. Reading the summary of the Independent Audit Report for 2015 accounting period,
78 Amendment to the Articles of Association
4. Reading, discussion and approval of the Financial Statements related to the 2015 accounting period,
80 Board of Directors’ Report
5. Pursuant to Article 363 of the Turkish Commercial Code, approval of the changes made in the membership of
85 Guidance the Board of Directors,
86 Dividend Distribution Policy 6. Release of the members of the Board of Directors separately for the year 2015 activities,
87 Profit Distribution Proposal
7. Acceptance, acceptance after amendment or refusal of the proposal of the Board of Directors in accordance
88 Corporate Governance Compliance Report with the Company’s profit distribution policy regarding the distribution of the profits of 2014 and the date of
the distribution of profits,
96 Risk Management and Report on the Activities of the Early
Determination and Management of Risk Committee 8. Acceptance, acceptance after amendment or refusal of the proposal of the Board of Directors to change
Article 6 (titled “Capital”) of the Company’s Articles of Association provided that the necessary approvals are
98 Legal Disclosures obtained from the Capital Markets Board and Republic of Turkey Ministry of Customs and Trade

Ford Otosan in 2015


100 Report on Related Party Transactions for 2015 9. Determining the number and duty term of the Members of the Board of Directors, making elections in
accordance with the determined number of members, selecting the Independent Members of the Board of
101 Remuneration Policy for the Board of Directors and Senior Directors,
Executives 10. As per the Corporate Governance Principles, informing the shareholders regarding the “Remuneration Policy”
102 Statement of Independence for members of the Board of Directors and the senior executives and payments made under this policy and
approval of the “Remuneration Policy” and related payments,
104 Statement of Responsibility
11. Determination of the monthly gross fees to be paid to the members of the Board of Directors.
105 Developments Following the Report Date
106 Independent Auditor’s Report on Annual Report 12. As per the regulations of the Turkish Commercial Code and Capital Markets Board, approval of the Board of

Sustainability
Directors’ election for the Independent Audit Firm,
108 Independent Auditor’s Report and Financial Statements as
13. Giving information to the shareholders regarding the donations made by the Company in 2015 and
of December 31, 2015 determination of an upper limit for donations to be made in 2016,

14. Authorising the shareholders holding management capacity, the Members of the Board of Directors, top
managers and their spouses and relatives by blood and marriage up to the second degree within the
framework of the articles 395th and 396th of Turkish Commercial Code and informing shareholders about
transactions performed within the scope during 2015 as per the Corporate Governance Communiqué of
Capital Markets Board,

Reports
15. Wishes and opinions

76 77
FORD OTOSAN 2015 Annual Report

Articles Of Incorporation

Ford Otosan at a Glance


Amendment
PREVIOUS ARTICLE AMENDED ARTICLE

ARTICLE 6 – SHARE CAPITAL ARTICLE 6 – SHARE CAPITAL


6.1. The Company has accepted the registered share capital system according to the provisions of the Capital 6.1. The Company has accepted the registered share capital system according to the provisions of the Capital
Markets Law and adopted the registered share capital system under the permission nr. 16 issued by the Capital Markets Law and adopted the registered share capital system under the permission nr. 16 issued by the Capital
Markets Board on the date of 09.03.1982. Markets Board on the date of 09.03.1982.
6.2. The registered share capital ceiling of the Company is TL 500,000,000 (Five hundred million Lira) and it is 6.2. The registered share capital ceiling of the Company is TL 500,000,000 (Five hundred million Lira) and it is
divided into 50,000,000,000 (fifty billion) shares each with a nominal value of 1 (One) Kuruş. divided into 50,000,000,000 (fifty billion) shares each with a nominal value of 1 (One) Kuruş.

Management and Assessments


6.3. The permission granted by the Capital Markets Board for the upper limit of the registered share capital is 6.3. The permission granted by the Capital Markets Board for the upper limit of the registered share capital is
valid for the years 2013-2017 (5 years). Even if the permitted registered share capital ceiling is not reached by valid for the years 2013-2017 (5 years). Even if the permitted registered share capital ceiling is not reached by
the end of the year 2017, in order for the Board of Directors to take a capital increase decision after 2017, the the end of the year 2017, in order for the Board of Directors to take a capital increase decision after 2017, the
necessary authorization shall be obtained from the general assembly of shareholders for a new term of up to 5 necessary authorization shall be obtained from the general assembly of shareholders for a new term of up to 5
years pursuant to the permission of the Capital Markets Board for the same amount or for a new ceiling. If such years pursuant to the permission of the Capital Markets Board for the same amount or for a new ceiling. If such
authorization is not taken, the Company will be deemed to have exited from the registered share capital system. authorization is not taken, the Company will be deemed to have exited from the registered share capital system.
6.4. The issued share capital of the Company is TL 350,910,000 (Three hundred and fifty million nine hundred and 6.4. The issued share capital of the Company is TL 350,910,000 (Three hundred and fifty million nine hundred and
ten thousand Lira) and it is divided into 35.091.000.000 (thirty five billion ninety one million) registered shares in ten thousand Lira) and it is divided into 35.091.000.000 (thirty five billion ninety one million) registered shares in total,
total, consisting of three groups of Group A, Group B and Group C shares, each with a nominal value of 1 (one) Kuruş. consisting of three groups of Group A, Group B and Group C shares, each with a nominal value of 1 (one) Kuruş.
6.5. The issued share capital of the Company has been fully paid-in free of any collusion. 6.5. The issued share capital of the Company has been fully paid-in free of any collusion.
6.6. Distribution of the shares representing the issued share capital, among the groups of shares is as listed below. 6.6. Distribution of the shares representing the issued share capital, among the groups of shares is as listed below.
6.7. Ford Motor Company, holding Group C shares of the Company, is entitled to the provisions of the Code on 6.7. Ford Motor Company, holding Group C shares of the Company, is entitled to the provisions of the Code on
Direct Foreign Investments and the relevant positive law by virtue of the Decree of the Council of Ministers, ref. Direct Foreign Investments and the relevant positive law by virtue of the Decree of the Council of Ministers, ref.
6/9910, dated 02.05.1968. 6/9910, dated 02.05.1968.
6.8. The Company›s share capital can be increased or decreased according to the relevant provisions of the 6.8. The Company’s share capital can be increased or decreased according to the relevant provisions of the
Turkish Commercial Code and Capital Markets regulations, as deemed necessary. The Board of Directors, starting Turkish Commercial Code and Capital Markets regulations, as deemed necessary. The Board of Directors, starting

Ford Otosan in 2015


from 2013 to the end of 2017, is authorized to resolve to increase the issued share capital of the Company by from 2013 to the end of 2017, is authorized to resolve to increase the issued share capital of the Company by
issuing new shares up to the registered share capital ceiling, if and when deemed necessary, in accordance with issuing new shares up to the registered share capital ceiling, if and when deemed necessary, in accordance with
the related provisions of the Capital Markets Law, and to restrict the rights of the holders of preference shares, to the related provisions of the Capital Markets Law, and to restrict the rights of the holders of preference shares, to
restrict the pre-emptive rights of the existing shareholders, and to issue preference shares or shares at a premium restrict the pre-emptive rights of the existing shareholders, and to issue preference shares or shares at a premium
or shares below its nominal value. Provided, however, the power to restrict the pre-emptive rights on newly issued or shares below its nominal value. Provided, however, the power to restrict the pre-emptive rights on newly issued
shares cannot be used in such manner to cause inequality among the shareholders. shares cannot be used in such manner to cause inequality among the shareholders.
6.9. All of the shares of the Company are registered shares. The Company shares shall be registered and 6.9. All of the shares of the Company are registered shares. The Company shares shall be registered and
monitored according to the principles of dematerialization. monitored according to the principles of dematerialization.

Shareholders Share Group Number of Shares Nominal Value (TL) Share Percentage (%) Shareholders Share Group Number of Shares Nominal Value (TL) Share Percentage (%)

Vehbi Koç Vakfı A 342,859,230 3,428,592.30 0.9770 Group A


Koç Holding Emekli ve Yardım Other Shareholders A 6,960,372,110 69,603,721.10 19.8352
A 325,920,231 3,259,202.31 0.9288

Sustainability
Sandığı Vakfı
Other Shareholders A 6,291,592,649 62,915,926.49 17.9294 Koç Holding A.Ş. B 13,495,335,714 134,953,357.14 38.4581
Group A Total 6,960,372,110 69,603,721.10 19.8352 Temel Ticaret ve Yatırım A.Ş. B 235,588,500 2,355,885.00 0.6714
Group B Total 13,730,924,214 137,309,242.14 39.1295
Koç Holding A.Ş. B 13,495,335,714 134,953,357.14 38.4581
Group C
Temel Ticaret ve Yatırım A.Ş. B 235,588,500 2,355,885.00 0.6714
Ford Motor Company C 14,399,703,676 143,997,036.76 41.0353
Group B Total 13,730,924,214 137,309,242.14 39.1295

Total 35,091,000,000 350,910,000.00 100.00


Group C

Reports
Ford Motor Company C 14,399,703,676 143,997,036.76 41.0353
Total 35,091,000,000 350,910,000.00 100.00

78 79
FORD OTOSAN 2015 Annual Report

Board of Directors’ Report


Ford Otosan sold 33,708 units in the light commercial vehicle market and ranked second with a market share of

Ford Otosan at a Glance


25.9%. The commercial vehicle segment grew by 36% while Ford Otosan’s sales increased by 48%, and market
share rose 2.2 percentage points compared to 2014. Ford Courier was the most preferred light commercial vehicle
in 2015 with 30,838 unit sales.

Ford Otosan maintained its undisputed leadership in medium commercial vehicles with 37,774 vehicle sales in the
Dear shareholders, business partners, and employees, segment. Ford Otosan increased its sales by 41% while the medium commercial vehicle segment grew by 33%.
Our market share reached 33.7%, up by 2 percentage points. Transit, the most important brand in this segment,
We welcome all of our esteemed shareholders, honoring the 57th Ordinary General Assembly, as we submit the reached a market share higher than the sum of the two following brands.
Board of Directors’ Report on the 2015 operations of Ford Otomotiv Sanayi A.Ş. for your examination.
Ford Otosan sold 7,828 trucks in the heavy commercial vehicle market. As a result, it ranked second with a market
share of 23.3%. Ford Otosan increased its sales by 16% while the heavy commercial vehicle segment grew by 8%.
We feel deeply sorry for to the untimely and sudden loss of Koç Holding Chairman Mr. Mustafa V. Koç. Mustafa
Our market share rose by 1.5 percentage points compared to last year.
V. Koç left indelible marks with his vision, philanthropy, leadership and most importantly humanitarian values.
He always believed strongly in our country’s future. His global perspective, commitment, values, and business In 2015, we reached the highest sales volume in our history as a result of record sales volume in the Turkish

Management and Assessments


ethics were a source of inspiration for all of us. Mustafa V. Koç also made supreme strategic contributions to our automotive industry, continuous growth in our export markets and, strong demand for our new products. Our total
company. We extend our deepest condolences to the Koç Family and our Group while we remember him with sales rose by 35% to 380,742 units.
affection, respect, and gratitude.
Ford Otosan broke a production record
Provided in this report are detailed information about our Company and evaluation of 2015 activities, the audited
financial statements, and related disclosures as at December 31, 2015, along with the other information stipulated Ford Otosan is Turkey’s biggest automotive company with its total production capacity of 415,000 vehicles
by the Capital Markets Board. (400,000 and 15,000 manufactured in Kocaeli Plants and İnönü Plant, respectively).

US Federal Reserve rate hike expectations, European Central Bank’s policies, and oil and commodity prices were The number of units we manufactured rose 37% on an annual basis reaching 334,622, the highest level in our
the main factors impacting the markets in 2015. In this period, geopolitical risks were on top of the global agenda. history while the capacity utilization rate came in at 81%.
Currency fluctuations and the uncertainty caused by the elections created a challenging operating environment.
Turkey’s largest commercial vehicle manufacturer, Ford Otosan realized 59% of the commercial vehicle
The Turkish automotive market reached the highest sales figures in its history production in 2015.

The Turkish automotive industry performed strongly in 2015 and sales rose by 25% compared to 2014. The market Ford Otosan became Turkey’s export champion
reached its largest size in the industry’s history with 1,005,850 units. Sales of passenger cars, light commercial
vehicles, middle commercial vehicles and trucks rose by 24%, 36%, 33%, and 8%, respectively. The shift from Avrupa According to ACEA’s data, sales of light commercial vehicles in 27 European Union countries (excluding

Ford Otosan in 2015


light commercial vehicles to passenger cars that started in 2012 slowed down in the following years after reaching Malta) went up to 1.7 million units with a 12% increase in 2015. In this period, our main markets, namely the UK,
the highest level in 2013. The share of passenger cars in the total industry in 2015 came in at 72% with a one point Germany, and Spain grew by 16%, 4%, and 36%, respectively.
decline compared with the previous year. On the other hand, the share of light commercial vehicles rose from 12%
Our total exports rose by 32% to 253,644. This figure represents the highest level of exports in our history. The
to 13%
most important factors in obtaining these results have been growth in our main export markets, the Ford brand’s
rise to the leading position in the European commercial vehicle market as a result of its strategy to increase its
Turkey’s Commercial Powerhouse
market share and a high demand for our new products.

Ford Otosan, 1,6 milyar ABD dolarını aşan yatırım programını 2014 yılında tamamlayarak yeni ürünlerini devreye An export leader in the automotive industry since 2011, Ford Otosan became Turkey’s export champion by
Ford Otosan completed an investment project worth USD 1.6 billion in 2014 and launched its new products. obtaining export revenues of USD 3.9 billion in 2015. Our company maintained its net exporter position with USD
Also, our plants’ manufacturing capacity rose from 330,000 to 415,000 units. Our company delivered strong 3 billion in the last 5-year period while continuing to create value for our country. Ford Otosan achieved 65% of
operational and financial performance as a result of these investments obtaining the strongest manufacturing, the Turkish commercial vehicle exports in 2015. In 2015, Ford Otosan manufactured 73% of all Ford Commercial
sales, export, and employment results in its history. vehicles and 81% of Ford Transit vehicles sold in Europe.

Sustainability
We Maintained our Restructuring in theHeavy Commercial Vehicles
Ford Otosan reached a market share of 12.6% in Turkey with the sale of 126,468 vehicles and ranked second in the
total industry. We preserved our traditional leadership in the commercial vehicles with a market share of 28.7%
Ford Trucks reached a total of 27 dealers in the country under its growth strategy, and it completed its domestic
The Ford brand achieved the highest commercial vehicle market share in Turkey among the European markets.
sales&services restructuring to a considerable extent. We reached a total of 19 dealers in 15 countries as we
continued our overseas network expansion. Our target is to reach 50 countries by 2020 and export one-third of
Ford Otosan recorded a growth above the market average in all segments. Our total sales rose by 35% compared our truck production.
to 2014 with the favorable market conditions and the strong demand for our new products.
The Turkish automotive industry’s R&D Leader
Ford Otosan launched new vehicles in the passenger car segment, which witnessed an intense competition
throughout the year, and achieved a market share of 6.5% with 47,158 units. Our sales grew 26%, higher than the Ford Otosan, the global engineering center for Ford’s heavy commercial vehicles, related diesel engines and engine

Reports
market growth of 24%.. systems, also has an important responsibility in light vehicle design and engineering. While the Gölcük Engineering
Center focused on engine and vehicle tests, the biggest technology and R&D center of Turkey’s automotive industry
in Sancaktepe carries out activities to develop trucks, engines, and engine systems.

80 81
FORD OTOSAN 2015 Annual Report

Opened in 2015, Sancaktepe R&D Center was registered as an “R&D Center” by the Ministry of Science, Industry and The Most Valuable Automotive Company in Borsa Istanbul (BIST)

Ford Otosan at a Glance


Technology as Ford Otosan’s second “R&D” Center. In addition to investments in engine and trucks at İnönü Plant,
truck test track and engine test dynamometer investments continue at full pace. In 2015, we made our R&D Center One of the 20 most valuable companies in Turkey, Ford Otosan, has been traded on BIST-30 Index since August
application regarding the activities undertaken in the İnönü Plant, and it received its registration certificate as our
2014. It was also included in the BIST Sustainability Index as of November 2, 2015. The foreign share in the publicly
third R&D Center in January 2016.
traded portion of Ford Otosan shares amounted to 72%, which is above the Borsa Istanbul average. Having
In 2015, the Company spent TL 363,505,627 (2014: TL 327,705,902), prior to capitalization, and TL 265,723,358 completed the year with a market capitalization of USD 3.5 billion, our Company remained the automotive
(2014: TL 171,542,036) after capitalization, on R&D covering numerous ongoing projects. R&D projects are carried company with the highest market value on BIST.
out in accordance with product programs.
Financial Results
Social Responsibility and Donations
The 2015 Financial Statements and their explanatory footnotes, audited by the Independent Auditors, have been
Both Ford Otosan and its employees contribute to numerous social responsibility projects in the fields of education, submitted for your review in the relevant sections of the Annual Report.
health, environment and culture, which are primary needs for our country. The largest projects are usually

Management and Assessments


implemented by the Vehbi Koç Foundation. Including the donation to the Vehbi Koç Foundation, total donations Our wholesale volume rose by 40% to 127,098 thanks to favorable market conditions and the strong sales
exempt from taxation made to foundations and associations in 2015 amounted to TL 17,948,323 (2014: TL performance of our new products. Export figures rose by 32% year-on-year to 253,644 thanks to the market
8,548,147). growth and higher demand for our new vehicles. As a result, our total sales reached 380,742 with a 35% increase.
Change in the Board of Directors Our domestic revenues rose by 42% to TL 6,023 million due the increase in the number of sold units and vehicle
prices. Our export revenues rose by %39 to TL 10,723 million as a result of the increase in total exports. Total sales
At the Ordinary General Assembly Meeting held on March 23, 2015, the number of members of the Board of
revenues increased by 40% to TL 16,746 million.
Directors was determined as 14, including 2 independent members, Our Board of Directors was elected to serve
until the General Assembly of the Shareholders, which will meet to examine the accounts of the year 2015. Our profitability increased in 2015. The main factors behind this increase have been the success of our products,
increase in the domestic and international sale volume, favorable sales mix, increased capacity utilization,
Mr. Peter David Fleet, who was elected as a Board Member after being nominated by Group C shareholders in the
effective pricing strategy despite high volatility of exchange rates, and cost-reduction measures. Our operating
same meeting, resigned from Board membership effective as of December 9, 2015, due to his change of position
profit grew by 91% to TL 1,036 million whereas the EBITDA rose by 70% to realized as TL 1,441 million. Profit
in the Ford Motor Company. Mr. Roelant Christiaan de Waard, nominated by Group C shareholders, was appointed
before tax increased by 122% to TL 866 million. Net profit rose by 42% to TL 842 million year-on-year due to
to serve until the first General Assembly Meeting to convene.
deferred tax assets, which are calculated according to the investment incentive certificates.
Mr. John Fleming, who was elected as a Board Member after being nominated by Group C shareholders at the
The balance sheet dated December 31, 2015, show cash of TL 980 million and financial debt of TL 2,561 million.
Ordinary General Assembly Meeting, held on March 23, 2015, resigned from Board membership effective as of
The Company closely monitors all data pertaining to financial risk and pursues extremely cautious policies against
January 8, 2016, due to his retirement from the Ford Motor Company. Ms. Linda Ann Cash, nominated by Group C

Ford Otosan in 2015


such risk. The financial metrics set up by the Board of Directors and Early Detection and Management of Risk
shareholders, was appointed to serve until the first General Assembly Meeting to convene.
Committee are kept within strict limits. Risk management policies applied by us in relation to various risks are
Changes in Company Management explained in the Risk Management section of our Annual Report. All information related to the nature and levels of
the risks is summarized in the footnotes to the financial statements.
The following figures who served our company for over 30 years resigned as of January 31, 2016: Mr. Mehmet
Our annual investment spending in new projects and ordinary activities amounted to TL 465,991,846 in 2015.
Candan Günel, Assistant General Manager - Manufacturing Operations, Mr. Şakir Taylan Avcı, Assistant General
(2014: TL 858,092,363).
Manager - New Projects, Mr. Ernur Mutlu, Assistant General Manager - Product Development, Mr. Cengiz
Kabatepe, Assistant General Manager - Material Planning and Logistics. Dividend Distribution Policy and Proposal

The following figures were appointed to the Board of Directors meeting held on December 4, 2015 effective as of
Our Company conducts a dividend policy within the framework of the provisions of the Turkish Commercial Code,
February 1, 2016: Mr. Cemil Cem Temel, Assistant General Manager - Kocaeli Plants and New Projects, Mr. Hasan
Capital Markets Legislation, Tax Regulations and other relevant legislation as well as the provisions of the Articles

Sustainability
Kazım Burak Gökçelik Assistant General Manager - Product Development and Mr. Özgür Gökşen Töre Sancek
of Association governing the distribution of profits. In the distribution of profit, a consistent and balanced policy is
Assistant General Manager - Material Planning and Logistics.
followed between shareholders and Company requirements in line with Corporate Governance Principles. The full
The Highest Employment In The Turkish Automotive Industry text of our Profit Distribution Policy is available on our report’s page number 86 and the corporate website.

Our dividend distribution policy continued in 2015, and we paid our shareholders gross dividends of TL 400 million
Ford Otosan employed 7,944 blue-collar and 2,732 white-collar employees, totaling 10,676 personnel as of the
in two shapes. Distributed dividend rose by 128% compared to 2014 with the total dividend paid by Ford Otosan
end of 2015. (December 31, 2014: 7,192 blue-collar and 2,570 white-collar employees, totaling 9,762 personnel).
between 2004-2015 reaching TL 4.6 billion.
Ford Otosan retained its position as the company with the highest employment rate in the Turkish automotive
industry. The Company’s workers are under the coverage of the Group Collective Labor Contract signed between In accordance with investment and financial policies and taking cash flow conditions into consideration, we
the the Turkish Metal Union and the Turkish Employers’ Association of Metal Industries (MESS), which will expire propose to distribute a gross dividend of TL 350,910,000 representing 100% (net 85%) over a basis of gross
on August 31, 2017. TL 1 (net= Kr 85) per share with the nominal value of TL 1, out of 2015 net profits, after legal obligations have

Reports
been deducted, as indicated in the attached Dividend Policy, and to begin payment on April 4, 2016. Detailed
information on the dividend distribution proposal can be found in the statement enclosed in the report.

82 83
FORD OTOSAN 2015 Annual Report

Guidance

Ford Otosan at a Glance


Selection of the Independent Auditors

Following consultation with the Audit Committee, the Board of Directors has selected Güney Bağımsız Denetim
ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi (a member firm of Ernst & Young Global Limited) as the
independent Audit firm, as required by Turkish Commercial Code and Capital Markets Board regulations, for the

1,020k units
2016 financial year. We submit this selection for the approval of the General Assembly.

2016 Outlook Total Automotive Industry

While carrying out our activities in a more efficient and effective manner in 2016, we will continue to protect our
strong financial structure and attach utmost importance to risk management. We will continue to implement our

Management and Assessments


cost-reduction policies.

We anticipate that in 2016, the automotive industry will experience a similar year to 2015 in general terms after
Ford Otosan
having exceeded the one-million-unit threshold. There are positive expectations in the commercial vehicle
segment in Europe, which constitutes our main export destination. In addition, we expect to see continued export
growth and higher capacity utilization ratio in alignment with the Ford brand’s strong market share performance.
In this context, our predictions for 2016 are as follows:
Retail Sales Volume 132k units
Total Automotive Industry 1,020,000 units

Ford Otosan:

Retail Sales Volume 132,000 units

Export Volume 269,000 units Export Volume 269k units


Total Wholesale Volume 400,000 units

Ford Otosan in 2015


Production Volume 347,000 units

Capital Expenditues (Tangible Fixed


EUR 215 million

400k units
Assets)
Total Wholesale Volume
Dear investors, business partners and employees,

We hereby extend our sincere gratitude to our founders, business partners, our former and current employees, the
Turkish Metal Union, our suppliers, our dealers, and to all our customers and you, our dear shareholders for vital
contributions in the achievements of Ford Otosan.

Yours sincerely, Production Volume 347k units

Sustainability
FORD OTOMOTİV SANAYİ A.Ş.

BOARD OF DIRECTORS

Capital Expenditures EUR 215


(Tangible Fixed Assets)
million

Reports
84 85
FORD OTOSAN 2015 Annual Report

Dividend Distribution Policy Profit Distribution Proposal for 2015

Ford Otosan at a Glance


Our Company conducts a dividend policy within the framework of the provisions of the Turkish Commercial Code, Ford Otomotiv Sanayi A.Ş. Profit Distribution Table for 2015
Capital Markets Legislation, Tax Regulations and other relevant legislation as well as the provisions of the Articles 1. Paid-in/issued capital TL 350,910,000 350,910,000
of Association governing the distribution of profits. 2. Total Legal Reserves (According to Tax Book) TL 472,233,474 438,410,802
In the distribution of profit, a consistent and balanced policy is followed between shareholders and Company If there is dividend privilege in the Articles of Association, information regarding this privilege -
requirements in line with Corporate Governance Principles.
According to
According to Tax Book
CMB
In principle, subject to being covered by the resources existing in legal records, and subject to the decision of
the Ordinary or Extraordinary General Assembly Meeting, when required, excluding periods of large investment 3. Income for the Period 865,828,239 517,976,145
or severe economic downturn, by taking into consideration other legislation, financial and market conditions, 4. Taxes Payable (23,917,565) (8,960,182)

Management and Assessments


long-term strategy, investment and financing policies, profitability and cash position, a minimum 50% of the 5. Net Income for the Period (=) 841,910,674 509,015,963
distributable profit for the period calculated within the framework of the Capital Markets Legislation is distributed 6. Retained Losses (-) 0 0
7. First Series of Legal Reserves (-) 0 0
in the form of cash and/or bonus shares.
8. DISTRIBUTABLE NET INCOME FOR THE PERIOD (=) 841,910,674 509,015,963
9. Donations within the year (+ ) 17,948,323
The dividend distribution date is determined by the General Assembly and targeted to be within one month 10. Distributable Net Income for the Period including Donations to Calcu- 859,858,997
after the General or Extraordinary Assembly Meeting date. The General Assembly, or if authorized the Board of late First Dividend
Directors, may decide to pay dividends in installments within the framework of Capital Markets Legislation. 11. First Dividend to the Shareholders 350,910,000
-Cash 350,910,000
According to the Company’s Articles of Association, the Board of Directors can distribute an advance -Bonus
-Total 350,910,000
12. Dividend Distribution to Shareholders with Privileged Shares 0
13. Dividend Distribution to Board of Directors, employees, etc. 0
14. Dividend Distribution to Redeemed Shareholders 0
15. Second Dividend to Shareholders 0
16. Second Series of Legal Reserves 33,336,450
17. Statutory Reserves 0 0
18. Special Reserves 0 0
19. EXTRAORDINARY RESERVES 457,664,224 124,769,513
20. Other Reserves Distributable
-          Extraordinary Reserves
21 Legal Reserves Appropriated from Other Reserves Distributable

Ford Otosan in 2015


-          Extraordinary Reserves
INFORMATION ON DIVIDEND RATE DISTRIBUTED (based on privileged – deferred share)
INFORMATION ON DIVIDEND PER SHARE

TOTAL CASH DIVIDENT DIVIDEND CORRESPONDING TO SHARE WITH A


GROUP
(TL) NOMINAL VALUE OF TL 1
TOTAL RATIO
(TL) (%)

GROSS A 6,817,651 1.000 100.00


A 62,786,070 1.000 100.00
B 137,309,242 1.000 100.00
C 143,997,037 1.000 100.00
TOTAL 350,910,000

Sustainability
NET A 5,795,003 0.850 85.00
A 53,368,160 0.850 85.00
B 137,309,242 1.000 100.00
C 122,397,481 0.850 85.00
TOTAL 318,869,886
FORD OTOMOTİV SANAYİ A.Ş.’s 2015 DIVIDEND RATE TABLE
RATIO OF TOTAL DISTRIBUTED DIVIDEND TO DISTRIBUTABLE NET INCOME FOR THE
TOTAL DIVIDEND IN CASH DISTRIBUTED TO SHAREHOLDERS (TL)
PERIOD (%)
350,910,000 41.68
1) There is no privileged share group within the profit.
2) Withholding tax at a rate of 15% is applied for a dividend amounting to TL 6,817,651, belonging to the Koç Holding Retirement and Assistance Fund
Foundation and Vehbi Koç Foundation among Group A shares; and a withholding tax at a rate of 15% is applied to the shares corresponding to

Reports
dividend worth TL 62,786,070, assuming that all these shares are held by real persons.
3) As the entirety of Group B shares belongs to our fully responsible legal entity shareholders, Koç Holding A.Ş and Temel Ticaret A.Ş, a withholding
tax at a rate of 0% is applied while the net dividend is calculated for this group.
4) As the entire Group C shares belong to our limited taxpayer-shareholder, Ford Motor Company, a withholding tax at a rate of 15% is applied while
the net dividend is calculated for this group.
86 87
FORD OTOSAN 2015 Annual Report

The Investor Relations Team is responsible for informing the shareholders correctly and equally about the
Corporate Governance

Ford Otosan at a Glance


company in line with the Corporate Disclosure Policy. For achieving this objective, meetings are organized with
the concerned parties, investor conferences and road shows are attended and all incoming telephone or e-mail
Compliance Report questions are answered. In 2015, the Team attended 14 investor conferences and held one-on-one meetings with
359 investors and analysts. 72 people were hosted in 9 factory visits. 105 analysts and fund managers participated
to four meetings related to quarterly earnings announcements.
SECTION I: DECLARATION FOR COMPLIANCE WITH THE Any type of information that may affect the way in which shareholders exercise such rights is presented to
PRINCIPLES OF CORPORATE GOVERNANCE shareholders attention in the company website on a regular basis.

The report about the Investor Relations activities is submitted to the attention of Board after year end closure.
Ford Otosan has adhered to and implemented the mandatory Corporate Governance Principles published by
the Capital Markets Board within the scope of “II-17.1 Communique on Corporate Governance Principles” (shortly 2.2 Use of Shareholders Rights to Obtain Information
“Communique”) during the period of its operation ending on December 31, 2015 and compliance for the remaining
principles has been mostly attained. Full compliance target has not been achieved yet due to the challenges Ford Otosan does not discriminate among shareholders related to their right to obtain and evaluate information.
encountered in the implementation of some principles, the ongoing discussions in Turkey and in the international

Management and Assessments


Enquiries directed to Investor Relations, with the exception of information considered confidential or a trade
platform regarding compliance with certain principles and failure of the current structure to meet such principles secret, are answered in writing or by phone by the most authorized person concerning that particular issue. The
in a proper fashion. We are working on the principles that have not been put into practice and application “Investor Relations” section in the company’s website (www.fordotosan.com.tr) includes all kind of information and
is planned for reinforcing efficient management after the completion of administrative, legal and technical announcements regarding the utilization of rights by shareholders by using electronic tools effectively as explained
infrastructure. in Section 3.1 of this report.
In 2015, Corporate Governance activities include significant efforts that were made for compliance with the The request for nominating of a private auditor has not been set down in the Articles of Incorporation as an
Capital Markets Law and related Communiques. Board of Directors and Board Committees have been established individual right; it has been predicted that the provisions of the Turkish Commercial Code will be implemented. There
in compliance with Corporate Governance Principles. The Committees founded in the Board of Directors carried was no request during the period of operation for the appointment of a private auditor. The Company’s activities are
out their activities effectively. Remuneration Policy for Board and Executive Management were submitted to audited periodically by the Independent Auditor assigned at the general assembly
the approval of shareholders in the general assembly. Information about preferred shares, shareholder rights,
organizational changes, candidate members of the Board, reports for transactions made with related parties were
2.3 General Shareholders Meetings
announced three weeks in advance of the general assembly meeting. The Company website and annual report
have been reviewed and revised for full compliance with the principles of the Capital Markets Board.
During the calendar year of 2015, two General Shareholders’ Meetings were held; one ordinary meeting (on March
Necessary steps will be taken to ensure compliance with the principles parallel to the developments in legislation
23rd at Divan İstanbul Elmadağ Oteli, Asker Ocağı Caddesi No:1 Şişli / İstanbul) and one extraordinary meeting
and general practice.
(on October 14th at Akpınar Mahallesi, Hasan Basri Caddesi No:2 Sancaktepe / İstanbul). Both meetings achieved
a participation of on average 90% and convened at sessions that were open to the public. The meetings can be
According to the Article 6 in the Communique, confirmation for the acceptance of Ford Otosan as a joint venture
attended by stakeholders and the media. Executive Management and minimum two Board members are present
and determination of the number of independent board members as two was granted by Capital Markets Board
in the General Shareholders’ Meetings.
and these Board member candidates are also approved in the General Assembly meeting.

Ford Otosan in 2015


Invitations to the Shareholders’ Meetings have been sent out through Public Disclosure Platform, Turkish trade
Compliance to the Corporate Governance Principles stated below that are not mandatory have not been fulfilled
registry gazette, the Company’s “e-Şirket” and website in accordance with the regulations set by the Turkish
yet due to the reasons explained above.
Commercial Code and the Capital Markets Board.
}} Related to 1.5.2 Principle: Minority rights have been defined only with the general framework of regulations
As from 21 days before the date of the Ordinary Shareholders’ Meetings; the agenda of the meeting, the power-of-
and not outlined for the shareholders having less than one twentieth of capital in the Articles of Association. attorney samples, the Board of Directors’ Report, the Auditor’s Report, the Independent Auditor’s Report, Financial
Statements and the Dividend Distribution Proposal are made accessible to all shareholders for examination
}} Related to 4.3.9 Principle: The evaluation studies continue for determining target ratio and timing for woman purposes at the Company’s Finance Department and published in the website. In addition, Annual Report
member proportion in the Board of Directors. The detailed information about the subject is stated in section including the documents mentioned above and the other information are given out upon request.
5.1 of this report.
There were no demands by the shareholders related to the agenda of the meetings.
}} Related to 4.4.7 Principle: As explained in section 5.1, the members of the Board of Directors are not restricted
to take on other duties outside the company. There is no related party or significant transaction in 2015 that needs General Assembly approval due to the
disapproval of independent board members.

Sustainability
SECTION II – SHAREHOLDERS Some shareholders who want to ask questions have utilized their rights at the Shareholders’ Meetings and
satisfactory responses were given to these questions during the meeting.
2.1 Shareholder Relations Unit
The Chairman of the Board and the members are granted permission at each Annual Ordinary General
Investor Relations responsibilities which are described in Article 11 of the “Communique” are performed by Investor Shareholders’ Meeting in accordance with articles 395 and 396 of the Turkish Commercial Code to undertake
Relations Manager Aslı Selçuk (aselcuk@ford.com.tr/0216 5647499) and Treasury and Risk Manager Burak business that falls into the business scope of the company on behalf of themselves or of others and to be
Çekmece (bcekmece@ford.com.tr/0216 5647480) who are direct reports to İ. Oğuz Toprakoğlu shareholders in companies that undertake such business. The members of the Board of Directors are thus
(otoprako@ford.com.tr/0262 3156900) the Assistant General Manager - Finance (CFO). Burak Çekmece and Aslı allowed to take on other duties, with no restrictions, outside of the company, within the framework of this
Selçuk have Capital Market Board Activities Advanced Level License and Corporate Governance Rating Specialist permission.
License which are required in the Communique.
Donations and support made in 2014 were subject to a separate agenda item in 2015 Ordinary General Assembly
Meeting and donation amount was limited to TL18.000.000 for 2015. There was no change in the donation policy.

Reports
The Shareholders’ Meeting Minutes are published in the website and made available to all shareholders at the
Finance Department for examination purposes.

88 89
FORD OTOSAN 2015 Annual Report

2.4 Voting Rights and Minority Rights


SECTION III - PUBLIC DISCLOSURE AND TRANSPARENCY

Ford Otosan at a Glance


The distribution of the shares representing the issued capital according to the share groups (A,B and C group) is
explained in the Article 6 (Capital) of Company’s Articles of Association. 3.1 The Company’s Website and Its Content

The address for access to the Ford Otomotiv Sanayi A.Ş. official website is www.fordotosan.com.tr . The website
There are no privileged voting rights generally. However, according to the provisions of the Articles of is available both in Turkish and English.
Incorporation, following quorum conditions are applied:
As explained thoroughly in the company’s Corporate Disclosure Policy; “Corporate” and “Investor Relations”
}} The quorum for Shareholders’ meeting is 60% of Company’s total shares and decisions are taken with sections of the website encompass trade register information, the latest shareholder and management structure,
affirmative vote of 60% of total share representatives. In order for the resolutions of the Shareholders’ the Company’s Articles of Incorporation, annual and quarterly reports, periodical financial statements and
Meetings to be valid, shareholders representing more than half of B or C group shares must have cast an reports, agendas, attendee list and meeting minutes of the General Shareholders’ Meetings, Auditors’ Reports,
affirmative vote. investor and analyst presentations, Corporate Governance Principles Compliance Report, Standards of Corporate
Conduct, announcements and special case disclosures made by the company, contact information and all related
}} The principle has been set forth that half of the members of the Board of Directors must be elected from data.
candidates representing Group B and the other half from candidates representing Group C shares. One of the

Management and Assessments


candidates representing Group B and Group C shares must have independent member qualifications stated in 3.2 Annual Report
Capital Market Board legislation.
The annual report is prepared in sufficient detail asserted in Corporate Governance Principles to ensure complete,
There are no companies that are reciprocal shareholders. true information is presented to the public about company operations in line with the legal requirements.

Minority rights have been defined only with the general framework of regulations and not outlined for the
shareholders having less than one twentieth of capital in the Articles of Association.
SECTION IV - STAKEHOLDERS
4.1 Disclosure to Stakeholders
2.5 Dividend Right
Stakeholders are regularly informed by the company about company policies, procedures for protection of their
There are no dividend privileged rights in shares. rights and matters concerning them.

Our Company conducts a dividend policy within the framework of the provisions of the Turkish Commercial Employees are informed by management at every opportunity through electronic mail or printed documents.
Code, Capital Markets Legislation, Tax Regulations and other relevant legislation as well as the provisions of the Besides this type of information-sharing, general and departmental open-door meetings are organized for this
Articles of Association governing the distribution of profits. In distribution of profit, a consistent and balanced purpose. Employee union representatives also attend the general meetings at company offices, offering their
policy is followed between shareholders and Company requirements in line with Corporate Governance Principles. views.
Dividend Policy is explained in Investor Relations section in Annual Report which is available in our website.
Stakeholders can report practices which violate regulations and ethically inappropriate transactions to the

Ford Otosan in 2015


In principle, subject to be covered by the resources existing in legal records, and subject to the decision of the Internal Control Department to be communicated to the Audit Committee.
Ordinary or Extraordinary General Assembly Meeting, excluding periods of large investment or severe economic
Explanations about sharing information with shareholders, investors, dealers, suppliers and other stakeholders
downturn, by taking into consideration other legislation, financial and market conditions, long-term strategy,
have been disclosed in related parts of the report.
investment and financing policies, profitability and cash position, minimum 50% of the distributable profit for
the period calculated within the framework of the Capital Markets Legislation is distributed in the form of cash or 4.2 Stakeholders Participation in the Company Management
stock.
Some of the activities regarding the participation of stakeholders in management are as follows:
The dividend distribution date is determined by General Assembly and targeted to be within one month after
General or Extraordinary Assembly Meeting date. General Assembly, or if authorized Board of Directors, could It is discussed and a mutual understanding is obtained with the labor union before changes are made in working
decide to pay dividend in installments within the framework of Capital Markets Legislation. conditions, working environment and employee rights; decisions are taken together.

According to Company’s Articles of Association, Board of Directors can distribute advance dividend with the Additionally labor union and working representatives are included in the decisions taken by participating monthly
condition of being authorized and compliant with Capital Markets Legislation. to Health & Safety Council.

Sustainability
TL 200.018.700 gross dividend was paid on April 1, 2015 and TL 200.018.700 gross dividend was paid on October Several meetings are held with the local suppliers where high performers are awarded and precautions for
16, 2015. increasing the efficiency of supply chain for both sides are being discussed.

Dealers’ participation in management is achieved through the “Dealers Council,” which was formed many years
2.6 Transfer of Shares
ago. This Council, made up of representatives elected by dealers, meets regularly and develops suggestions
concerning company sales and marketing activities together with management representatives. There is also a
The restrictions for share transfers are stated in Article 8 of the Company’s Articles of Incorporation that is also
Dealers Meeting organized every year with the attendance of all dealers. A regional manager is appointed to each
available in the Company website. But there are no constraints or similar clauses for Group A shares regarding free
region and meetings are being organized for regional requirements and assessment.
transfer between shareholders.
One of the basic strategies of the company is to achieve perfect customer satisfaction regarding the products
and services we market. With this aim, many research studies and numerical measurements are carried out by
the company and other independent sources to achieve product quality as well as perfect sales and after-sales

Reports
services. In addition, a program has been exercised to measure dealer satisfaction numerically. In the light of the
results of these studies and in consideration of customer demands, our activity plans are mapped out to increase
product and service quality and consequently customer satisfaction.

90 91
FORD OTOSAN 2015 Annual Report

In addition to the various units in the company working on total quality, our Customer Relationship Management

Ford Otosan at a Glance


(CRM) Department works to answer customer needs and eliminate causes of complaints.
Appointment
Name - Surname Independent Date Duration Membership in Board Committees Duities Outside Company
4.3 Human Resources Policy
Rahmi M. Koç No 23.03.2015 12 months - Koç H. Honorary Chairman
As in other companies of the Koç Group, the tenet “Our most valuable capital is our human resources” comprises
the essence of human resources policies at Ford Otosan. The vision set forth in line with HR policies is to make Ali Y. Koç No 23.03.2015 12 months - Koç Holding Board Member
Ford Otosan the most preferred company with high employee engagement by means of innovative HR activities.
James Duncan Farley No 23.03.2015 12 months Remuneration Committee Ford Motor Company Man.
The mission is to develop and apply HR systems which are focused on people, equal opportunities, respect
diversity and ethical values leading to high performance. John Fleming No 23.03.2015 12 months - Ford Motor Company Man.

Our Human Resources Management strategies are: To be HR brand leader in Turkey by applying sustainable and Lyle A. Watters No 23.03.2015 12 months Corporate Governance Committee/ Ford Motor Company Man.
innovative applications; To be amongst the top 10 preferred companies; To be amongst the top 10 companies Risk Committee
regarding Employee Engagement Survey; To respect diversity and ethics in all HR applications by keeping equal Barbara J. Samardzich No 23.03.2015 12 months - Ford Motor Company Man.

Management and Assessments


opportunities for people; To design and implement integrated HR applications by using technology effectively and
ensure sustainability. Roelant C. de Waard No 09.12.2015 4 months - Ford Motor Company Man.

The Company principle of announcing job descriptions and performance evaluation criteria is applied. The O. Turgay Durak No 23.03.2015 12 months - -
principles for employee recruitment are documented. The “Employee Engagement Survey” distributed every year
measures employee satisfaction, loyalty and pinpoint areas for development, facilitating steps for improvement. İ. Cenk Çimen No 23.03.2015 12 months
Remuneration Committee/Risk
Koç Holding Man.
The company has signed a 3 year agreement in December 2014, effective from September 1st 2014, with blue Committee
colored personnel through Turkish Metals Union. Except union representatives who are appointed in accordance Ali İhsan İlkbahar No 23.03.2015 12 months Corporate Governance Committee -
with the Collective Labor Agreement, there is no other representative from the company appointed to manage
employee relations. This relationship with the union is essentially the job of the Human Resources Directorate. Haydar Yenigün No 23.03.2015 12 months - -

4.4 Ethical Rules and Social Responsibility William R. Periam No 23.03.2015 12 months - -

The “Ford Otosan Standards of Corporate Conduct”, that was created for the purpose of determining basic ethical Risk Committee/Remuneration
Mehmet Barmanbek Yes 23.03.2015 12 months -
Committee/Audit Committee
principles for the company and its employees, was revised for increasing the effectiveness. Comprising eighteen
guidelines, the text of these principles was distributed to and signed by all personnel working at the company at Corporate Governance Committee/
Günter Verheugen Yes 23.03.2015 12 months -
the time. The same procedure has continued to be carried out for personnel joining the company after that date. In Audit Committee
addition, all employees are issued reminders of the guidelines once a year. With the latest revision, an on-line test
is made for employees after confirmation to check the comprehension of the standards. Mr. John Fleming, nominated by Class C shares, was elected to the Board of Directors as a board member during
the Ordinary General Assembly held on March 23, 2015. As a result of his retirement from Ford Motor Company

Ford Otosan in 2015


Being included also in the company website, Ford Otosan Standards of Corporate Conduct are being updated and organization, he resigned from membership of the Board of Directors effective from the date of January 08, 2016.
reviewed each year.
Ms. Linda Ann Cash nominated by Class C Shares is assigned to the membership of Board of Directors to serve
Ford Otosan has adopted the principle of developing the environment, community and life standards of the
until the next General Assembly of Shareholders. This assignment will be submitted to the approval of the
people. The company’s environmental policies have been announced in our annual report and website. The
Kocaeli and Inönü Plants both have Environmental Impact Assessment Reports. All of Ford Otosan facilities are General Assembly at the next meeting.
holders of ISO 14000 certificates.
The Chairman of the Board and General Manager are different people. Care is shown by the Board members
Company’s corporate citizenship projects and details are explained separately in the related sections of the to spare sufficient time for company matters and there is no restriction for duties outside Company. Especially
Annual Report. the contribution of independent members as a result of their experiences does not oblige such restriction. The
resumes and duties outside company are announced to shareholders before general assembly meeting.

SECTION V – BOARD OF DIRECTORS It is considered that diversity in knowledge, experience and vision of Board Members will contribute to the
Company’s operations and Board of Director’s efficiency. There are already two women members in the Board of

Sustainability
5.1 The Structure and Formation of the Board of Directors Directors.

Except General Manager Haydar Yenigün and Deputy General Manager William R.Periam, twelve of fourteen The responsibilities of Nomination Committee are carried out by Corporate Governance Committee.
members of the Board of Directors are non-executives as stated in Capital Market’s Board Corporate Governance The candidate declarations and resumes of two independent members are evaluated in Corporate Governance
Principles. The resumes of the Board members are included in the related section of Annual Report. Committee and Board of Directors meetings dated 09.01.2015 and 15.01.2015 respectively. All the independent
board members have submitted their independence declarations to Audit Committee and no condition which
The list of the Board of Directors as of 31.12.2015 is presented below. cancels the independency has been observed in 2015.

Reports
92 93
FORD OTOSAN 2015 Annual Report

5.2 Board of Directors Operating Principles 5.4 Risk Management and Internal Control Mechanism

Ford Otosan at a Glance


The principles of activity of the Board of Directors have been set out in Articles 10,11 and 12 of the Articles of The primary goals of Ford Otosan in risk management are to foresee, manage, monitor the potential risks in
Incorporation. In summary, according to the Turkish Commercial Code and the provisions of the Articles of each area and to prepare action plans for risk and crisis management in advance. The Board of Directors, Early
Determination and Management of Risk Committee, Audit Committee and Executive Management of the
Incorporation, the Board of Directors is authorized to take all decisions other than those procedures that are
Company are regularly informed about the risks. Detailed explanations regarding Risk Management and Risk
required to be taken at the General Shareholders’ Meeting. Control systems could be found in “Risk Management” section of the Annual Report.
The Board of Directors meets regularly at least three or four times during the year with the participation of all 5.5 Strategic Objectives of the Company
of its members. At these meetings, all the activities of the company are reviewed and decisions are taken on
important matters. In addition to these regular meetings, the Board of Directors may meet to take decisions on The past performance and degree of reaching the strategic targets developed in line with the manner described in
matters deemed necessary with a simple majority of members or in accordance with Article 390/4 of the Turkish the “Principles of Activity of the Board of Directors” section are announced to the public by Annual/Interim reports
Commercial Code the Board may take a decision without actually convening. According to the provisions of the and company website.
Articles of Incorporation, members representing more than half of B and C group shares who are not independent
must have cast an affirmative vote in the meeting for the resolutions. In the calendar year of 2015, 30 Board of 5.6 Financial Rights

Management and Assessments


Directors’ resolutions are taken and no circular type BOD resolutions have been adopted.
The remuneration criteria of the Executive Management and Board members is announced in the “Information
The agendas for the regular meetings are prepared by the Board of Director’s Secretarial Office in consideration Document” three weeks prior to General Assembly meeting dated 23 March 2015 and put into practice afterwards.
of previous decisions and decisions that need to be taken on certain matters. Agendas for other meetings are The total payments to Board members and Executive Management within scope of remuneration policy are
defined by subjects which are required by law to be decided upon by the Board. evaluated by Corporate Governance Committee and Board of Directors annually and announced to the public
in the footnotes of our financial statements. The company has not lent any amounts to any of the members of
its Board of Directors nor to its executives, nor has it extended credit to them, nor offered any guarantees in their
The Board of Directors Secretarial duty is managed by the Assistant General Manager - Finance (CFO). favor that might lead to conflict of interest.
Since no member has opposed to decisions taken at the meetings in recent years, no indication of opposition has
been made in the minutes and consequently no such report has been made to the auditors.

Board Members and Senior Executives have “Directors and Officers Liability Insurance”.

Board of Directors foresee the probability of conflict of interest and if exist, assess the relevant consequences and
take necessary actions for the benefit of the Company during its operations.

The Board of Directors evaluates the compliance to the regulations and potential fraud risks in the related party
transactions prudently.

5.3 Number, Structure and Independence of Committees established by the Board of Directors

Ford Otosan in 2015


Audit Committee, comprising Mehmet Barmanbek and Günter Verheugen, meets before the regular meetings
of the Board. It reviews the quarterly financial statements and presents opinion to the Board of Directors. The
working principles of the committee have been put forth in a written set of procedures. Reviewing and monitoring
detailed data about the company’s financial status, independent audit and internal control mechanisms and
presenting all views and decision drafts to the Board of Directors are among the duties of the Audit Committee.

Corporate Governance Committee, which aims to enhance corporate governance activities and carry out
Nomination Committee responsibilities, consists of four members, Günter Verheugen as President, Ali İhsan
İlkbahar, Lyle Alexander Watters and İ. Oğuz Toprakoğlu as members.

Early Determination and Management of Risk Committee, which aims to establish risk management system,
consists of three members, Mehmet Barmanbek as President, İsmail Cenk Çimen and Lyle Alexander Watters as
members.

Sustainability
Remuneration Committee, which aims to determine benefits provided to executive management, consists of
three members, Mehmet Barmanbek as President, Cenk Çimen and James Duncan Farley as members.

The members, working principles and responsibilities of the established committees are announced as Special
Case Disclosure to the public and published in company website.

The executive members of the Board have not taken on duties in the committees.

Reports
94 95
FORD OTOSAN 2015 Annual Report

Risk Management and Report on the Activities of the

Ford Otosan at a Glance


Early Determination and Management of Risk Committee
RISK MANAGEMENT and INTERNAL CONTROL Operational Risks

a. Risk Management Ford Otosan manages business processes such as quality, efficiency, customer satisfaction, information security,
pricing according to the predetermined targets and metrics.
The primary goal of Ford Otosan in risk management is to foresee, manage, monitor the potential risks in
each area and to prepare action plans for risk and crisis management in advance. Board of Directors, Early Another main risk management tool related to operational process is Business Continuity Plan (BCP) which
Determination and Management of Risk Committee, Audit Committee and Executive Management of the enables critical operations or products to be continuously delivered as a consequence of business interruptions
Company are regularly informed about the risks. ranging from catastrophic natural disasters to equipment breakdowns. It is a set of predefined strategies and

Management and Assessments


procedures for responding to and recovering from a disaster.
Risk Management section which has been established under Treasury Department, led the establishment of
cross functional ERM (Enterprise Risk Management) team. ERM team consisting of department representatives All departments prepared their own BCP’s based on agreed procedures and defined forms. After they were
at management level identifies, measures, prioritizes and manages Ford Otosan’s financial, operational, strategic completed, all white collared personnel have been trained for awareness and BCP teams are trained for their
and legal risks at monthly ERM meetings and prepares the action plans. “Impact and Probability Chart” is used to functions and roles in the plan. Information Technology Department has reviewed and approved all of them.
measure the risks; “Impact Severity Classification Chart” is utilized for impact severity. Risk Management section is BCP’s have been tested for validation under the leadership of BCP managers internally and cross tested between
responsible for reporting ERM studies to Ford Otosan Executive Management and to “Early Determination of Risk departments for four different disaster scenarios by Risk Manager for final validation. Finally they have been
Committee”. uploaded to Ford Otosan ISO system and printed copies are now kept in and outside the company. The BCP’s up–
to-dateness is ensured by department tests performed internally and tested by Risk Manager annually with a drill
The company monitors the risk management under four categories. based on a disaster scenario.

Financial Risks Furthermore, emergency action plans which describe the implementation of necessary steps in cases of explosion
or natural disaster are prepared, ensuring operability through regular trainings and tests.
Credit Risk: Direct Debiting System, which is an effective way to guarantee the receivables, is applied to dealer
receivables from domestic vehicle and spare-part sales. Most of the export sales are made to Ford Motor Strategic Risks
Company and its affiliates with an average term of 14 days. Foreign sales that are made to parties other than Ford
Motor Company are guaranteed through letter of credit, bank guarantees or advance payments. In order to maintain the continuity of business portfolio, Ford Otosan regularly carries out project development
studies and submits their results to Board of Directors’ periodic evaluation. With the annually updated long term

Ford Otosan in 2015


Liquidity Risk: Ford Otosan keeps cash, credit commitment and factoring capacity to maintain 21 days’ cash plans, the Company reviews the risks and opportunities related to the business model.
outflow for managing the liquidity risk. Within this context, Euro 80 million credit commitment and Euro 130
million equivalent factoring agreements are established with financial institutions if required. As of December 31, Legal Risks
2015 net financial debt is TL 1,580 million.
The Company’s Legal team monitors the legislation regularly, informs the personnel and leads training activities to
Interest Rate Risk: The policy objective is to balance the maturities of interest bearing assets and liabilities. prevent any incompliance with the regulations. Any important discrepancies and serious litigation requirements
Interest bearing assets are directed to short term financial investments. Split between fixed and variable interest are being reported to “Audit Committee” and “Early Determination and Management of Risk Committee” and
rate for long term credits is targeted as %50 / %50. action plans are determined.

Foreign Exchange Risk: The ratio of the net foreign exchange position (after natural hedge) to Equity is targeted b. Early Determination and Management of Risk Committee Activities
within +/- 10% in the Balance Sheet. Natural hedge calculation involves addition of FX denominated inventory Early Determination and Management of Risk Committee has been founded with the purpose of early
to the assets and exclusion of loans subject to capitalization and hedge from FX denominated liabilities. As of determination and managing of risk which may jeopardize the Company’s existence, development, sustainability

Sustainability
December 31, 2015 net FX position is TL 24 Million. Total export and import amounts are TL 10,723 million and TL and establishing an effective risk management system.
7,604 million respectively in 2015.
The Committee had seven meetings in 2015. Risk reporting activities and the Committee evaluations are
Capital Risk: Ford Otosan’s objectives when managing capital are to continue providing maximum returns for periodically submitted to the attention of Board of Directors.
shareholders, maintain an optimal capital structure to reduce the cost of capital and ensure sustainability. The
Company monitors the capital on the basis of “net total financial debt to tangible net worth” ratio which is c. Internal Control System and Internal Audit
targeted to be less than 1.25.
Policies, procedure and instructions included in process flows are important part of the internal control system. In
The explanations about Company’s indebtedness and capital structure are presented in the relevant sections of addition to these, Ford Otosan applies an internal control plan annually which covers all company operations. With
Annual Report. this structure, over 3000 control points are being tested as an assurance to the Board of Directors and shareholders
related to the accuracy of Company’s operations.

Reports
The Audit Committee periodically monitors internal control and internal audit activities, reviews and approves
annual audit plans as a subcommittee of Board of Directors. The Audit Committee provides opinion on the financial
reports for the approval of Board of Directors and provides recommendations to BOD where required.
96 97
FORD OTOSAN 2015 Annual Report

Koc Holding, Ford Motor Company and Internal Control Department perform regular audits in the Company on an d. Information On The Extraordinary General Assembly Meeting Held In The Year

Ford Otosan at a Glance


annual basis. Ford Otosan authorized dealers and services are also audited for their transactions with Ford Otosan
periodically by dealer audit function, present in internal control department. All denunciations and complaints The Company’s Extraordinary General Assembly Meeting was held on October 14, 2015, at 10.00 at the Company’s
about Ford Otosan related operations are reviewed, investigated and finalized by internal control department. Headquarters, at Akpınar Mah. Hasan Basri Cad. No: 2 Sancaktepe / Istanbul. It was accepted by the majority
All control issues identified during the internal control, internal audit or external audit processes are evaluated, of the votes at the meeting pursuant to the Dividend Share Communiqué numbered II-19.1 that dividends
corrective actions are planned and tracked for implementation to improve internal control systems by internal amounting to TL 200,018,700 would be distributed to the partners in cash form; that TL 5,447,581 out of TL
control department. Results of these reports are presented to The Audit Committee regularly which consists of 200,018,700 would be covered by capital reserves, TL 65,519,875 would be covered by legal reserves, TL, 546,726
independent Board members. by extraordinary reserves and TL 119,504,518 by retained earnings pursuant to the legal tax records;that TL
544,758 out of the secondary legal reserve of TL 20,001870 to be separated would be covered by other capital
reserves, TL 6,551,988 would be covered by legal reserves, TL 954,672 of this would be covered by extraordinary
reserves, and TL 11,950,452 would be covered by retained earnings; that TL 5,447,581 out of 200,018,700 to be
distributed in cash pursuant to the financial statements prepared according to the CMB regulations would be

Legal Disclosures
covered by other capital reserves, TL 65,519,875 would be covered by legal reserves, TL 120,068,666 would be
covered by extraordinary reserves, and TL 8,982,579 would be covered by retained earnings; that TL 544,758 out

Management and Assessments


of the secondary legal reserve of TL 20,001870 to be separated would be covered by other capital reserves, TL
6,551,988 would be covered by legal reserves, TL 12,006,867 would be covered by extraordinary reserves and TL
a. Capital 898,257 would be covered by retained earnings; that according to the calculations made as per tax legislation,
the dividend amounting to TL 200,018,700 shall be paid as 57.00 Kurus (gross) and 48.45 Kurus (net) per share
Paid-in / Issued Capital: 350,910,000 TL having the nominal value of TL 1. The dividend distribution shall be made as of October 16, 2015, as per the
Authorized Capital: 500,000,000 TL principles determined by Merkezi Kayıt Kuruluşu A.Ş. (Central Registry Agency) within the scope of dematerializing
regulations.
b. Shareholder Structure
e. Organizational Changes Within The Year
Number of Share in Type of Publicly
Title of Shareholder Group Share Total (TL) Capital (%) Privilege Traded
Mr. Stephen Terrence Odell, who was elected as a Board Member after being nominated by Group C shareholders
in the Ordinary General Assembly Meeting held on March 25, 2014, resigned from Board membership effective as
Vehbi Koç Foundation A 355,844,870 3,558,449 1.0% - No of January 1, 2015, due to his position change in the Ford Motor Company. Mr. James Duncan Farley Jr., nominated
by Group C shareholders, was appointed Vice Chairman of the Board until the first General Assembly Meeting to
Koç Holding Retirement and
A 325,920,231 3,259,202 0.9% - Yes convene.
Support Fund Foundation
Other Shareholders A 6,278,607,009 62,786,070 17.9% - Yes Mr. Peter David Fleet, who was elected as a Board Member after being nominated by Group C shareholders in
the Ordinary General Assembly Meeting held on March 23, 2015, resigned from Board membership effective as

Ford Otosan in 2015


A Group Total 6,960,372,110 69,603,721 19.8% -
of January 1, 2015, due to his position change in the Ford Motor Company. Mr. Roelant Christiaan, nominated by
Koç Holding A.Ş. B 13,495,335,714 134,953,357 38.5%
Management
No
Group C shareholders, was appointed to fill the empty board member position until the first General Assembly
Privileged Meeting to convene.
Management
Temel Ticaret ve Yatırım A.Ş. B 235,588,500 2,355,885 0.7% No
Privileged Mr. John Fleming, who was elected as a Board Member after being nominated by Group C shareholders at the
B Group Total 13,730,924,214 137,309,242 39.1% - Ordinary General Assembly Meeting held on March 23, 2015, resigned from Board membership effective as of
January 8, 2016, due to his resignation from the Ford Motor Company.
Management
Ford Motor Company C 14,399,703,676 143,997,037 41.0% No
Privileged Ms. Linda Ann Cash, nominated by Group C shareholders, was appointed to fill the empty board member position
C Group Total 14,399,703,676 143,997,037 41.0% - until the first General Assembly Meeting to convene.
Total 35,091,000,000 350,910,000 100.0%
Assistant General Manager - Manufacturing Operations Mr. Mehmet Candan Günel, who has served our company

Sustainability
for 33 years and Assistant General Manager - New Projects Mr. Şakir Taylan Avcı, who served the company for 34
c. Share Information years will retire on January 31, 2016. There will be no appointments to these positions for the moment. Mr. Cemil
Cem Temel has been appointed as Assistant General Manager - Kocaeli Plants and New Projects effective from
Title of Holder First Trade Date Country Exchange Market
February 1, 2016. Mr. Cemil Cem Temel will be responsible for Gölcük and Yeniköy Plants as well as New Projects.

Stock 13.01.1986 Turkey Borsa İstanbul BIST Stars Assistant General Manager - Product Development Mr. Ernur Mutlu, who has been serving our company for
35 years, will retire on January 31, 2016. Mr. Hasan Kazım Burak, who worked as Assistant General Manager -
Ford Otosan shares are traded in the following market and included in the following indices: Engineering has been appointed as Assistant Manager - Product Development effective from February 1, 2016.
The position Assistant General Manager - Engineering will be closed from February 1, 2016.
-BIST Stars
-BIST Kocaeli / -BIST METAL EŞYA, MAKİNA / -BIST SINAİ / -BIST SÜRDÜRÜLEBİLİRLİK ENDEKSİ / Assistant General Manager - Material Planning & Logistics Mr. Cengiz Kabatepe, who has been serving our
company for 40 years, will retire on January 31, 2016. Mr. Özgür Gökşen Töre Sancak has been appointed as

Reports
-BIST TEMETTÜ / -BIST TEMETTÜ 25 / -BIST TÜM / -BIST YILDIZ / -BIST 100 / -BIST 30 / BIST 50
Assistant General Manager Material Planning & Logistics as of February 1, 2016

98 99
FORD OTOSAN 2015 Annual Report

FORD OTOMOTİV SANAYİ A.Ş. BOARD OF DIRECTORS


Remuneration Policy for the Board of

Ford Otosan at a Glance


2014 AFFILIATION REPORT PREPARED UNDER ARTICLE 199 OF THE TURKISH COMMERCIAL
CODE REPORT ON RELATED PARTY TRANSACTIONS FOR 2014 Directors and Senior Executives

THE RESULT This policy document describes the remuneration system and applications of the Board of Directors and the
Senior Executives who have administrative responsibilities, pursuant to the Capital Markets Board (CMB)
Pursuant to Article 199 of the Turkish Commercial Code No. 6102 (“TCC”), which went into effect on July 1, 2012, regulations.
Ford Otomotiv Sanayi A.Ş. Board of Directors is obliged to annually prepare an affiliation report stating the
The fixed salaries to be valid for all the Members of the Board of Directors are determined every year at the
relationship between the company and the parent company and other subsidiaries of that parent company in the Ordinary General Assembly Meeting of the Company.

Management and Assessments


first quarter of the year. The necessary explanations about all of the transactions of Ford Otomotiv Sanayi A.Ş.,
made with the relevant parties, are cited in footnote number 26 in the financial report. Executive Board Members are compensated as per the Remuneration Policy for Senior Executives, detailed below.
Performance - based compensation or stock option plans cannot be used to determine the remuneration of
Ford Otomotiv Sanayi A.Ş. It is stated in the Report prepared by Ford Otomotiv Sanayi A.Ş. Board of Directors on independent Board Members.
February 29, 2016 that, “In all transactions made between Ford Otomotiv Sanayi A.Ş. and the parent company
Members of the Board of Directors are paid according to the principle of per diem deduction taking into
and other subsidiaries of that parent company in 2015, it is precipitated that, in the event that the transactions consideration their term of service.
were made, or the measures were taken or not taken, a counter action was applied to each transaction. There
were no measures taken or not taken which cause losses to the company, and there were no transactions made Costs borne by the members of the Board of Directors due to their contributions to the company (transportation,
or measures taken that require compensation within this frame”. telephone, insurance, etc. expenditures) can be met by the Company.

Remuneration of Senior Executives consists of two components: Base salary and performance based bonus.

Base salaries of Senior Executives are determined in accordance with international standards and legal
responsibilities, taking into consideration macroeconomic data within the market, the remuneration policies in the
market, size and long-term goals of the company, and positions and efficiency levels of the individuals.

Performance - Based Bonus of Senior Executives are calculated according to company performance and
individual performance. Relevant criteria is summarized below:

Ford Otosan in 2015


}} Bonus Base: Bonus bases are updated at the beginning of each year and vary according to the workload of
the executives.

}} Company Performance: Company performance is obtained through the calculation at period ends of the
financial and operational goals (market share, exports, foreign activities, efficiency, etc.) given to the company
at the beginning of each year. When determining company goals, sustainability and improvements with
respect to the previous years are taken into consideration as important principles.

}} Individual Performance: For the determination of individual performance, employee, customer, process,
technology and long-term strategy-related goals are taken into consideration, together with the company
goals. For the calculation of individual performance, the long-term sustainability improvement principle is
observed also, outside the financial spheres, as is the case for company performance.

}} The total remuneration amount determined according to these principles, and paid to the Senior Executives

Sustainability
and the Members of the Board of Directors during the year, is submitted for the information of the partners in
the subsequent General Assembly Meeting, in accordance with the regulations.

Reports
100 101
FORD OTOSAN 2015 Annual Report

Statement of Independence Statement of Independence

Ford Otosan at a Glance


Ford Otomotiv Sanayi A.Ş. A candidate to serve as “independent member” at the Company’s Board of Directors Ford Otomotiv Sanayi A.Ş. A candidate to serve as “independent member” at the Company’s Board of Directors
pursuant to legislations, articles of association, and criteria identified in the Capital Market Board’s Corporate pursuant to legislations, articles of association, and criteria identified in the Capital Market Board’s Corporate
Governance Communique, I declare that: Governance Communique, I declare that:

a. Within the last five years, no executive employment relation that would give important duties and a. Within the last five years, no executive employment relation that would give important duties and
responsibilities has been established between myself, my spouse, my second degree relatives by blood responsibilities has been established between myself, my spouse, my second degree relatives by blood
or by marriage and the Company and the subsidiaries of the Company, and shareholders who control the or by marriage and the Company and the subsidiaries of the Company, and shareholders who control the
management of the Company or who have significant influence at the Company and juridical persons management of the Company or who have significant influence at the Company and juridical persons

Management and Assessments


controlled by these shareholders; and that I neither possess more than 5% of any and all capital or voting controlled by these shareholders; and that I neither possess more than 5% of any and all capital or voting
rights or privileged shares nor have significant commercial relations, rights or privileged shares nor have significant commercial relations,

b. Within the last five years, I have not worked as a partner (more than 5%), an executive manager who would b. Within the last five years, I have not worked as a partner (more than 5%), an executive manager who would
have important duties and responsibilities or have not been a member of the Board of Directors particularly in have important duties and responsibilities or have not been a member of the Board of Directors particularly in
the companies that provide auditing, rating and consulting services for the Company (including tax audit, legal the companies that provide auditing, rating and consulting services for the Company (including tax audit, legal
audit, internal audit), and in the companies that the Company purchase products and services from or sells audit, internal audit), and in the companies that the Company purchase products and services from or sells
products and services to within the framework of the agreements signed (during the timeframe of selling/ products and services to within the framework of the agreements signed (during the timeframe of selling/
purchasing of the products and services, purchasing of the products and services,

c. I do have the professional training, knowledge, and experience that will help me properly carry out the tasks c. I do have the professional training, knowledge, and experience that will help me properly carry out the tasks
and duties I will assume as a result of my independent membership in the Board of Directors, and duties I will assume as a result of my independent membership in the Board of Directors,

ç. ç. In accordance with the legislations, I will not be working fulltime in public institutions and organizations ç. ç. In accordance with the legislations, I will not be working fulltime in public institutions and organizations
(except working as an academic at the university) after being elected as a member, (except working as an academic at the university) after being elected as a member,

d. I am considered a resident in Turkey according to the Income Tax Law (n.193) dated 31/12/1960, d. I am considered a resident in Turkey according to the Income Tax Law (n.193) dated 31/12/1960,

Ford Otosan in 2015


e. I do have the strong ethic standards, professional standing and experience that will help me positively e. I do have the strong ethic standards, professional standing and experience that will help me positively
contribute to the activities of the Company and remain neutral in conflicts of interests between the company’s contribute to the activities of the Company and remain neutral in conflicts of interests between the company’s
shareholders, and that will help me take decisions freely by taking the rights of the stakeholders into shareholders, and that will help me take decisions freely by taking the rights of the stakeholders into
consideration, consideration,

f. I will be able to spare the sufficient time for the business of the Company to an extent that will help me pursue f. I will be able to spare the sufficient time for the business of the Company to an extent that will help me pursue
the activities of the Company and fulfil the requirements of my tasks and duties, the activities of the Company and fulfil the requirements of my tasks and duties,

g. I have not been a member of the Board of Directors of the Company for more than six years in total within the g. I have not been a member of the Board of Directors of the Company for more than six years in total within the
last decade, last decade,

h. I have not been registered and announced on behalf of the juridical person elected as member of the Board of Directors. h. I have not been registered and announced on behalf of the juridical person elected as member of the Board of Directors.

Sustainability
Leonard Martin MEANY Mehmet BARMANBEK

January 25, 2016 January 20, 2016

Reports
102 103
FORD OTOSAN 2015 Annual Report

Statement of Responsibility Developments Following the Report Date

Ford Otosan at a Glance


THE RESOLUTION DATE REGARDING THE ACCEPTANCE OF THE ANNUAL REPORT, WHICH WAS
PREPARED PURSUANT TO THE RELEVANT ARTICLE OF COMMUNIQUÉ II NO. 14/1 FOR “THE PRINCIPLES 8 January 2016
ON FINANCIAL REPORTING ON THE CAPITAL MARKET” A CAPITAL MARKETS BOARD, 9. Assigning A Board Membership
The following decisions were taken at company’s Board of Directors meeting held on January 8, 2016:
29.02.2016
RESOLUTION NO: 2016/08 Mr. John Fleming, who was elected as a Board Member after being nominated by Group C shareholders at the
Ordinary General Assembly Meeting, held on March 23, 2015, resigned from Board membership effective as of
Having been approved by Board of Directors Resolution dated 29.02.2016 and numbered 2016/08, the company’s January 8, 2016, due to his retirement from the Ford Motor Company organization. Ms. Linda Ann Cash, nominated

Management and Assessments


2015 Annual Report, prepared in accordance with the Turkish Commercial Code and the provisions of the by Group C shareholders, was appointed to fill the empty board member position until the first General Assembly
Communiqué II-14.1 on the Principles of Financial Reporting In Capital Markets” (“the Communiqué”) of the Meeting to convene.
Capital Market Board (“CMB”), can be found attached.
9 February 2016
We herewith declared that the Annual Report prepared by our company in accordance with CMB regulations; Amendment to the Articles of Association

}} was examined by us, It was decided by our Board of Directors’ resolution dated February 9, 2016 that necessary permissions be taken
from the Capital Markets Board and the Ministry of Customs and Trade to change Article 6 (titled “Capital”) of the
}} does not include, within the framework of the information we have in our duty or responsibility areas, any Company’s Articles of Association and that the amendment be presented to the approval of shareholders after
misconstrued explanation regarding important issues or any missing section that could cause it to appear such decision in the first General Assembly to be held.
misleading as of the date of announcement.
18 February 2016
offers, within the framework of the information we have in our duty or responsibility areas, an honest reflection Selection of the Independent Auditors
of the business’s development and performance as well as its financial position together with the encountered
significant risks and uncertainties and that we are responsible for the announcement we make. Following consultation with the Audit Committee on February 18, 2016, the Board of Directors selected Güney
Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi (a member firm of Ernst & Young Global
Yours sincerely, Limited with its registered address as Maslak Mahallesi Eski Büyükdere Caddesi Orjin Maslak No:27, Daire: 54-
57-59 Kat: 2-3-4, 34398 Sarıyer-İstanbul) as the independent Audit firm for the audit of our company’s financial
FORD OTOMOTİV SANAYİ A.Ş. statements pertaining to the 2016 accounting period and the conduct of other activities pursuant to principles
set out in the Turkish Commercial Code no: 6102 and Capital Markets Board Law no: 6362. The Board decided to

Ford Otosan in 2015


submit this selection for the approval of the General Assembly.

Mehmet Barmanbek Prof. Günter Verheugen Oğuz Toprakoğlu


Audit Committee Member Audit Committee Member Assistant General Manager -
Financial Affairs - CFO

Sustainability
Reports
104 105
FORD OTOSAN

Eski Büyükdere Cad. Orjin Maslak No: 27 Maslak, Sarıyer 34398

Tel: +90 212 315 30 00


Fax: +90 212 230 82 91

(Convenience translation of financial statements and audit report originally


ey.com
Ticaret Sicil No: 479920
Mersis No: 0-4350-3032-6000017
issued in Turkish – See Note 2.6)
INDEPENDENT AUDITOR’S REPORT ON THE ANNUAL REPORT OF THE BOARD OF DIRECTORS
To the Board of Directors of Ford Otomotiv Sanayi A.Ş.

Report on the Audit of the Annual Report of the Board of Directors in accordance with the Independent Auditing Standards Ford Otomotiv Sanayi Anonim Şirketi
Financial statements
We have audited the annual report of Ford Otomotiv Sanayi A.Ş. (“the Company”) for the year ended December 31, 2015.

The responsibility of the Board of Directors on the Annual Report

In accordance with Article 514 of the Turkish Commercial Code 6102 (“TCC”) and the provisions of the Communiqué II-14.1
on the Principles of Financial Reporting in Capital Markets (“the Communiqué”) of the Capital Market Board (“CMB”), the
for the period January 1 – December 31, 2015
management of the Company is responsible for the preparation and fair presentation of the annual report consistent with the
financial statements and for the internal controls considered for the preparation of a report of such quality. together with report of independent auditors
Responsibility of the Independent Auditor

Our responsibility is to express an opinion, based on the independent audit we have performed on the Company’s annual
report in accordance with article 397 of the TCC and the Communiqué, on whether the financial information provided in this
annual report is presented fairly and consistent with the Company’s financial statements there on which auditor’s report dated
February 12, 2016 has been issued.

Our independent audit has been performed in accordance with the Independence Auditing Standards as endorsed by CMB
and Independent Auditing Standards which are a part of Turkish Auditing Standards promulgated by the Public Oversight,
Accounting and Auditing Standards Authority. These standards require compliance with ethical and provisions and the
independent audit to be planned and performed to obtain reasonable assurance on whether the financial information
provided in the annual report is free from material misstatement and consistent with the financial statements. This
independent audit involves the application of auditing procedures in order to obtain audit evidence in the historical financial
information. The selection of these procedures in based in the professional judgment of the independent auditor. We believe
that the audit selection of these procedures is based in the professional judgment of the independent auditor. We believe that
the audit selection of these procedures is based in the professional judgment of the independent auditor. We believe that the
audit evidence we have obtained during our independent audit is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, the financial information provided in the annual report of the Board of Directors is presented fairly and
consistent with the audited financial statements in all material respects.

Independent auditor’s responsibilities arising from the other regulatory requirements

In accordance with paragraph three of Article 402 of the Turkish Commercial Code (“TCC”) 6102, within the framework of the
Independent Auditing Standards 570 “Going Concern”, no material uncertainty has come to our attention which causes us to
believe that the Company will not be able to continue as a going concern in the foreseeable future.

Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi


A member firm of Ernst & Young Global Limited

Erdem TECER, SMMM


February 29, 2016
Istanbul, TURKEY

106
FORD OTOSAN 2015 Faaliyet Raporu

Independent Auditors’ Report

Ford Otomotiv Sanayi A.Ş Ford Otomotiv Sanayi A.Ş

Ford Otosan at a Glance


Contents Eski Büyükdere Cad. Orjin Maslak No: 27 Maslak, Sarıyer 34398

Tel: +90 212 315 30 00


Independent auditors’ report.........................................................................109 Fax: +90 212 230 82 91
ey.com
Statement of financial position ....................................................................110 Ticaret Sicil No: 479920
Mersis No: 0-4350-3032-6000017
Statement of profit or loss ..............................................................................112
Statement of other comprehensive income ............................................113 Convenience translation into English of independent auditor’s report
originally issued in Turkish (See-Note 2.6)
Statement of changes in equity ....................................................................114
INDEPENDENT AUDITORS’ REPORT ON THE FINANCIAL STATEMENTS

Management and Assessments


Statement of cash flows…................................................................................115
To the Board of Directors of Ford Otomotiv Sanayi A.Ş.;
Notes to the financial statements ...……......................................................116
We have audited the accompanying statement of financial position of Ford Otomotiv Sanayi A.Ş. (the “Company”) as at 31 December 2015 and the related statement of profit or loss,
statement of other comprehensive income, statement of changes in equity and statement of cash flows for the year then ended and a summary of significant accounting policies and
explanatory notes.

Management’s responsibility for the financial statements

The Company’s management is responsible for the preparation and fair presentation of financial statements in accordance with the Turkish Accounting Standards and for such internal
controls as management determines is necessary to enable the preparation and fair presentation of financial statements that are free from material misstatement, whether due to error
and/or fraud.

Independent auditors’ responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. Our audit was conducted in accordance with standards on auditing issued by the Capital
Markets Board of Turkey and standards on auditing issued by the Public Oversight Accounting and Auditing Standards Authority (“POA”) of Turkey. Those standards require that ethical
requirements are complied with and that the independent audit is planned and performed to obtain reasonable assurance whether the financial statements are free from material
misstatement.

Independent audit involves performing independent audit procedures to obtain independent audit evidence about the amounts and disclosures in the financial statements. The
independent audit procedures selected depend on our professional judgment, including the assessment of the risks of material misstatement of the financial statements, whether
due to error and/or fraud. In making those risk assessments, the Company’s internal control system is taken into consideration. Our purpose, however, is not to express an opinion
on the effectiveness of internal control system, but to design independent audit procedures that are appropriate for the circumstances in order to identify the relation between the
financial statements prepared by the Company and its internal control system. Our independent audit includes also evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by the Company’s management, as well as evaluating the overall presentation of the financial statements.

Ford Otosan in 2015


We believe that the audit evidence we have obtained during our independent audit is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of Ford Otomotiv Sanayi A.Ş. as at 31 December 2015 and their financi-
al performance and cash flows for the year then ended in accordance with the Turkish Accounting Standards.

Additional paragraph for convenience translation to English:

As disclosed in Note 2.6 to the accompanying financial statements, as of December 31, 2015, the accounting principles described in Note 2 (defined as CMB Financial Reporting
Standards) to the accompanying financial statements differ from International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board with
respect to the application of inflation accounting and the presentation of the basic financial statements and the notes to them. Accordingly, the accompanying financial statements are
not intended to present the financial position and results of operations in accordance with IFRS.

Reports on other responsibilities arising from regulatory requirements

1) Auditors’ report on Risk Management System and Committee prepared in accordance with paragraph 4 of Article 398 of Turkish Commercial Code (“TCC”) 6102 is submitted
to the Board of Directors of the Company on 12 February 2016.

2) In accordance with paragraph 4 of Article 402 of the TCC, no significant matter has come to our attention that causes us to believe that the Company’s bookkeeping activities

Sustainability
for the period 1 January – 31 December 2015 and financial statements are not in compliance with the code and provisions of the Company’s articles of association in relation to
financial reporting.

3) In accordance with paragraph 4 of Article 402 of the TCC, the Board of Directors submitted to us the necessary explanations and provided required documents within the
context of audit.

Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi


A member firm of Ernst & Young Global Limited

Erdem Tecer, SMMM


Partner

Reports
February 12, 2016
İstanbul, Türkiye

108 109
FORD OTOSAN 2015 Faaliyet Raporu

Statement of financial position

Ford Otomotiv Sanayi A.Ş


Statement of financial position
Ford Otomotiv Sanayi A.Ş as at December 31, 2015

Ford Otosan at a Glance


as at December 31, 2015 (Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)
(Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)

Current period Prior period Current period Prior period

Audited Audited Audited Audited

December 31, December 31, December 31, December 31,


Notes
2015 2014 Notes 2015 2014

Liabilities
Assets
Current liabilities 3,823,591,411 2,971,769,365

Current assets 4,030,872,065 2,958,148,243

Management and Assessments


Short term financial liabilities

- Bank loans 6 700,877,296 625,257,020


Cash and cash equivalents 4 980,361,277 577,458,259
Short term portion of long term financial liabilities
Trade receivables - Bank loans 6 558,854,023 364,697,638

- Due from related parties 26 1,003,541,568 929,539,320 Trade payables

- Trade receivables, third parties 7 780,190,818 676,194,387 - Due to related parties 26 580,710,088 471,203,693

- Trade payables, third parties 7 1,732,940,277 1,325,187,809


Other receivables
Other payables
- Other receivables, third parties 8 181,984 230,474
- Due to related parties 26 19,912,957 10,660,182
Inventories 9 1,000,159,224 585,077,396 - Other payables, third parties 8 47,709,326 39,685,718

Prepaid expenses 12 35,126,704 29,890,515 Deferred revenue 30 7,548,188 9,548,207

Other current assets 16 231,310,490 159,757,892 Short term provisions

- Other short term provisions 13 86,542,499 53,894,228

Employee benefit obligations 15 88,496,757 71,634,870


Non-current assets 4,397,340,093 4,277,244,552

Non-current liabilities 1,544,765,399 1,509,441,734

Financial investments 5 12,625,805 12,196,978

Ford Otosan in 2015


Trade receivables Long term financial liabilities

- Bank loans 6 1,301,034,627 1,360,032,869


- Trade receivables, third parties 7 187,338 277,436
Long term provisions
Property, plant and equipment 10 3,250,718,303 3,128,382,584
- Provision for employee benefits 15 106,541,744 102,801,243
Intangible assets 11 539,719,802 520,390,100 - Other long term provisions 13 82,877,295 46,262,888

Prepaid expenses 12 91,555,915 132,481,035 Derivative financial instruments 28 - 344,734

Deferred tax assets 24 502,532,930 483,516,419 Deferred revenue 30 6,983,689 -

Other non-current liabilities 31 47,328,044 -

Total assets 8,428,212,158 7,235,392,795


Equity 17 3,059,855,348 2,754,181,696

The financial statements were approved for issue by the Board of Directors on February 12, 2016.
Share capital 350,910,000 350,910,000

Adjustment to share capital 27,920,283 27,920,283

Sustainability
Share premium 8,252 8,252

Other comprehensive income/expenses not to be reclassified to profit or loss

- Actuarial (loss) arising from employee benefits (1,652,515) (13,413,478)

Other comprehensive income/expenses to be reclassified to profit or loss

- Revaluation fund of available for sale financial assets 11,066,300 10,658,913

- Cash flow hedge reserve (154,407,851) (6,039,879)

Restricted reserves 438,410,802 472,233,474

Retained earnings 1,545,689,403 1,317,048,020

Net income for the period 841,910,674 594,856,111

Reports
Total equity and liabilities 8,428,212,158 7,235,392,795

The accompanying notes form an integral part of these financial statements. The accompanying notes form an integral part of these financial statements.

110 111
FORD OTOSAN 2015 Faaliyet Raporu

Statement of other comprehensive income

Ford Otomotiv Sanayi A.Ş


Statement of profit or loss
Ford Otomotiv Sanayi A.Ş for the period ended December 31, 2015

Ford Otosan at a Glance


for the period ended December 31, 2015 (Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)
(Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)

Current period Prior period Current period Prior period


Audited Audited Audited Audited
Notes
December 31, December 31, December 31, December 31,
Notes 2015 2014 2015 2014

Continuing operations Net income for the period 841,910,674 594,856,111


Revenue 18 16,746,396,740 11,924,836,507
Cost of sales 18 (14,886,511,502) (10,794,249,532) Other comprehensive income/(expense)

Management and Assessments


Gross profit 1,859,885,238 1,130,586,975 Not to be reclassified to profit or loss
Actuarial gain/(loss) arising from employee benefit 17 14,701,204 (2,949,555)
Selling, marketing and distribution expenses 19 (407,729,278) (277,062,900) Actuarial gain/(loss) arising from employee benefits,
17 (2,940,241) 589,911
tax effect
General administrative expenses 19 (205,789,951) (155,380,055)
Research and development expenses 19 (265,723,358) (171,542,036) To be reclassified to profit or loss
Other operating income 21 233,689,888 122,138,353 Change in revaluation fund of available for sale financial assets 17 428,827 4,464,024
Other operating expenses 21 (178,218,799) (107,623,291) Change in revaluation fund of available for sale financial assets, tax effect 17 (21,440) (223,201)

Operating profit 1,036,113,740 541,117,046 (Loss)/gain from cash flow hedge reserve 17 (185,459,966) 120,368,840
(Loss)/gain from cash flow hedge reserve, tax effect 17 37,091,994 (24,073,768)
Income from investing activities 29 468,664 4,259,460
Expenses from investing activities 29 (2,586,121) (7,027,419) Other comprehensive (loss)/gain, after tax (136,199,622) 98,176,251

Ford Otosan in 2015


Operating income before financial income/ Total comprehensive income 705,711,052 693,032,362
(expense) 1,033,996,283 538,349,087

Financial income 22 440,134,902 383,327,153


Financial expense 23 (608,302,946) (531,263,990)

Income before tax from continuing operations 865,828,239 390,412,250

Tax (expense)/income from continuing


(23,917,565) 204,443,861
operations
- Taxes on (expense)/income 24 (46,115,356) 23,293,275

Sustainability
- Deferred tax income 24 22,197,791 181,150,586

Net income for the period 841,910,674 594,856,111

Earnings per share with a nominal value Kr 1 25 2.40 Kr 1.70 Kr

Reports
The accompanying notes form an integral part of these financial statements. The accompanying notes form an integral part of these financial statements.

112 113
FORD OTOSAN 2015 Faaliyet Raporu

Statement of cash flow


Ford Otomotiv Sanayi A.Ş for the period ended December 31, 2015

Ford Otosan at a Glance


(Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)

3,059,855,348
705,711,052

(400,037,400)
841,910,674

(136,199,622)
2,754,181,696

2,754,181,696
98,176,251

693,032,362

(175,455,000)
Total
equity

2,236,604,334

594,856,111
Notes Current period Audited December 31, 2015 Prior period Audited December 31, 2014

Cash flows from operating activities:

841,910,674
841,910,674

(594,856,111)

-
594,856,111

841,910,674

-
594,856,111

(641,471,786)

594,856,111
Accumulated profit

Net income
for the period

641,471,786

594,856,111

-
Net income before tax 865.828.239 390.412.250

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation expense 10 341.769.706 267.558.026

Amortization expense 11 63.337.664 37.172.125

Increase in provision for employee benefits 15 25.124.496 18.498.378

1,545,689,403
-

556,606,921

(327,965,538)
1,317,048,020

-
(175,455,000)

1,317,048,020
-

623,926,286
Retained
earnings

868,576,734

-
Increase in warranty expense provision 13 132.055.334 81.259.786

Management and Assessments


Increase in provision for litigation expenses 13 24.923.021 6.929.443

Interest income 22 (18.073.562) (10.229.855)

Interest expense 23 50.891.179 51.957.623

Foreign exchange loss on bank loans 124.376.824 47.991.201

Change in provision for impairment on inventories, net 9 1.334.139 223.029

(72,071,862)

438,410,802
-

38,249,190
472,233,474

-
-

472,233,474
-

17,545,500
Restricted
reserves

454,687,974

-
Change in provision for unusued vacation pay liability, net 3.862.008 382.424
(Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)

The accompanying notes form an integral part of these financial statements.


Change in other provisions, net (1.756.232) 42.122

Sales discount accruals 8 5.418.028 1.476.832


for the period ended December 31, 2015

Change in provision for dealer stocks sales premium, net 13 9.355.521 (7.241.793)

Loss on sale of fixed assets, net 29 2.586.121 3.353.789

(1,652,515)
11,760,963

11,760,963

-
(13,413,478)

-
-

(13,413,478)
(2,359,644)

(2,359,644)

-
Accumulated
other
comprehensive
income/(loss)
not to be
reclassified to
profit or loss

Actuarial fund
arising from
employee
benefit plans

(11,053,834)

Increase in vehicle sales with buyback commitment 10 (52.608.072) -


Statement of changes in equity

Dividend income 29 (468.664) (585.830)

Unrealized income of derivatives - (9.970)

Net operating profit before changes in operating assets and liabilities 1.577.955.750 889.189.580

Increase in trade receivables (177.908.581) (154.298.405)

(154,407,851)
(148,367,972)

(148,367,972)
(6,039,879)

-
-

(6,039,879)
96,295,072

96,295,072
Accumulated other
comprehensive income/(loss)
to be reclassified to profit or
loss

Cash
flow
hedge
reserve

(102,334,951)

Increase in inventories (416.415.967) (20.965.811)

(Increase) / decrease in other current assets (70.795.292) 7.219.618

Increase in prepaid expenses (4.768.141) (7.639.807)

Increase in trade payables 517.258.862 614.295.593

Ford Otosan in 2015


Increase in other current liabilities 34.471.925 47.572.716

11,066,300
407,387

407,387
10,658,913

-
-

10,658,913
4,240,823

4,240,823
Revaluation
fund of
available for
sale financial
assets

6,418,090

Increase in other non-current liabilities 31 47.328.044 -

Increase in tax and funds (8.960.181) (2.841.912)

Warranty expenses paid 13 (91.524.556) (77.861.272)

Litigation expenses paid 13 (5.546.642) (3.863.826)

Employee benefits paid 15 (10.544.799) (13.334.069)

8,252
-

-
-

8,252

8,252

-
-

-
Share
premium

8,252

-
Ford Otomotiv Sanayi A.Ş

Net cash generated from operating activities 1.390.550.422 1.277.472.405

Cash flows used in investing activities:

- Purchase of property, plant and equipment 10 (424.249.600) (1.174.625.985)

27,920,283
-

-
-

27,920,283

27,920,283
-

-
Adjustment
to share
capital

27,920,283

Purchase of intangible assets 11 (82.667.366) (142.249.946)

Proceeds from sale of property, plant and equipment 10.166.127 6.400.638

Decrease in investment advances given 40.925.120 458.783.568

Interest received 17.856.083 9.741.673

Dividend received 29 468.664 585.830

Sustainability
-

350,910,000
-

-
-

350,910,000

350,910,000
-

-
Share
capital

350,910,000

Net cash used in investing activities (437.500.972) (841.364.222)

Cash flows from financing activities:

Proceeds from borrowings 1.434.973.825 1.544.685.051

Payments of borrowings (1.534.757.545) (1.415.412.543)


Other comprehensive income/
Other comprehensive income/

Interest paid (50.325.312) (50.595.579)


Total comprehensive income
Total comprehensive income
Balance at January 1, 2014

Balance at January 1, 2015

Balance at December 31,


Balance at December 31,

Dividends paid 17 (400.037.400) (175.455.000)


Net income for the period
Net income for the period

Dividends paid (Note 17)

Dividend paid (Note 17)

Net cash used in from financing activities (550.146.432) (96.778.071)

Net increase in cash and cash equivalents 402.903.018 339.330.112


Reports
Transfers
Transfers

Beginning balance of cash and cash equivalents 577.458.259 238.128.147


(loss)
(loss)

2014

2015

Ending balance of cash and cash equivalents 4 980.361.277 577.458.259


The accompanying notes form an integral part of these financial statements.


114 115
FORD OTOSAN 2015 Faaliyet Raporu

Notes to financial statement

Ford Otomotiv Sanayi A.Ş


Notes to financial statement
Ford Otomotiv Sanayi A.Ş for the period ended December 31, 2015

Ford Otosan at a Glance


for the period ended December 31, 2015 (Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)
(Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)

1. Organization and nature of the operations 2. Basis of presentation of financial statements (continued)

Ford Otomotiv Sanayi A.Ş. (the “Company”) is incorporated and domiciled in Turkey and manufactures, assembles and Going concern
sells motor vehicles, primarily commercial vehicles, imports and sells passenger cars and manufactures and imports and
sells spare parts of those vehicles. The Company was established in 1959 and presently operates as a joint venture between The financial statements of the Company are prepared on the basis of a going concern assumption.
Ford Motor Company and the Koç Group of Companies.The Company is listed on the Borsa İstanbul (“BIST”) where 17.89%
of its shares are currently quoted . The registered office address of the Company is Akpınar Mahallesi, Hasan Basri Cad. No: Comparatives of prior periods’ financial statements
2 Sancaktepe, İstanbul.
The financial statements of the Company include comparative financial information to enable the determination of the
In its Kocaeli compound; the Company has a Gölcük plant in which the Transit and Transit Custom vehicles are manufactured financial position and performance. The statement of financial position of the Company at December 31, 2015 has been

Management and Assessments


and a Yeniköy plant in which the Transit Courier vehicle is manufactured and in its Eskişehir İnönü compound; a Cargo truck provided with the comparative financial information of December 31, 2014 and the statement of profit or loss, the statement
plant and engines and powertrain plant which manufactures for trucks and Transit vehicles. of other comprehensive income, the statement of cash flows and the statement of changes in equity for the period between
January 1, 2015 and December 31, 2015 have been provided with the comparative financial information, for the period between
Additionally the Company has a spare part distribution warehouse, sales and marketing departments and a research and January 1, 2014 and December 31, 2014.
development (R&D) center located in Sancaktepe, İstanbul.

2.2 Amendments and interpretations in the standards
The number of the personnel employed with respect to categories by the Company as of year ends are as follows:
New and amended standards and interpretations
  Average Year End
Year 2015 2014 2015 2014 The accounting policies adopted in preparation of the financial statements as at December 31, 2015 are consistent with those
of the previous financial year, except for the adoption of new and amended TFRS and TFRIC interpretations effective as of
January 1, 2015. The effects of these standards and interpretations on the Company’s financial position and performance
Blue Collar 8,066 6,877 7,944 7,192 have been disclosed in the related paragraphs.
White Collar 2,679 2,499 2,732 2,570 i) The new standards, amendments and interpretations which are effective as at January 1, 2015 are as follows:

TAS 19 Defined Benefit Plans: Employee Contributions (Amendment)


Total 10,745 9,376 10,676 9,762
TAS 19 requires an entity to consider contributions from employees or third parties when accounting for defined benefit plans.
Research and development operations which are also subject to service export is conducted with 1,257 employees The amendments clarify that, if the amount of the contributions is independent of the number of years of service, an entity

Ford Otosan in 2015


in Sancaktepe branch and conducted with 242 emloyees in R&D center in Kocaeli plant, totally 1,499 employees as of is permitted to recognise such contributions as a reduction in the service cost in the period in which the service is rendered,
December 31, 2015. (December 31, 2014: 1,426) instead of allocating the contributions to the periods of service. The amendment did not have an impact on the consolidated
financial statements of the Company.
2. Basis of presentation of financial statements
Annual Improvements to TAS/TFRSs
2.1 Basis of presentation
Financial reporting standards In September 2014, POA issued the below amendments to the standards in relation to “Annual Improvements - 2010–2012
Cycle” and “Annual Improvements - 2011–2013 Cycle.
The Company maintain its legal books of account and prepare their statutory financial statements (“Statutory Financial
Statements”) in accordance with accounting principles issued by the Turkish Commercial Code (“TCC”) and tax Annual Improvements - 2010–2012 Cycle
legislation.
TFRS 2 Share-based Payment:
The year end financial statements have been prepared in accordance with Turkish Accounting Standards (“TAS”) promulgated
by the Public Oversight Accounting and Auditing Standards Authority (“POA”) that are set out in the communiqué numbered Definitions relating to performance and service conditions which are vesting conditions are clarified. The amendment is
II-14,1 “Communiqué on the Principles of Financial Reporting In Capital Markets” (“the Communiqué”) announced by the effective prospectively.

Sustainability
Capital Markets Board (“CMB”) on 13 June 2013 which is published on Official Gazette numbered 28676. TAS, Turkish
Accounting Standards, comprise of Turkish Financial Reporting Standards, its appendix and interpretations.

With the decision taken on March 17, 2005, the CMB announced that, effective from January 1, 2005, the application of
inflation accounting is no longer required for companies operating in Turkey and preparing their financial statements
in accordance with the financial reporting standards issued by the CMB (“CMB Financial Reporting Standards”). The
Company’s financial statements have been prepared in accordance with this decision

Except for the financial assets and derivative instruments measured at fair value, the financial statements are prepared on
a historical cost basis

Reports
Company’s functional and presentation currency is accepted as TL.

116 117
FORD OTOSAN 2015 Faaliyet Raporu

Notes to financial statement

Ford Otomotiv Sanayi A.Ş


Notes to financial statement
Ford Otomotiv Sanayi A.Ş for the period ended December 31, 2015

Ford Otosan at a Glance


for the period ended December 31, 2015 (Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)
(Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)

2. Basis of presentation of financial statements (continued) 2. Basis of presentation of financial statements (continued)

TFRS 3 Business Combinations ii) Standards issued but not yet effective and not early adopted

The amendment clarifies that all contingent consideration arrangements classified as liabilities (or assets) arising from a Standards, interpretations and amendments to existing standards that are issued but not yet effective up to the date of
business combination should be subsequently measured at fair value through profit or loss whether or not they fall within the issuance of the financial statements are as follows. The Company will make the necessary changes if not indicated otherwise,
scope of IAS 39 (or IFRS 9, as applicable). The amendment is effective for business combinations prospectively. which will be affecting the financial statements and disclosures, when the new standards and interpretations become
effective.
TFRS 8 Operating Segments
TFRS 9 Financial Instruments – Classification and measurement

Management and Assessments


The changes are as follows: i) An entity must disclose the judgements made by management in applying the aggregation
criteria in IFRS 8, including a brief description of operating segments that have been aggregated and the economic As amended in December 2012 and February 2015, the new standard is effective for annual periods beginning on or after
characteristics (e.g., sales and gross margins) used to assess whether the segments are ‘similar’. ii) The reconciliation of January 1, 2018, with early adoption permitted. Phase 1 of this new TFRS introduces new requirements for classifying and
segment assets to total assets is only required to be disclosed if the reconciliation is reported to the chief operating decision measuring financial instruments. The amendments made to TFRS 9 will mainly affect the classification and measurement
maker. The amendments are effective retrospectively. of financial assets and measurement of fair value option (FVO) liabilities and requires that the change in fair value of a FVO
financial liability attributable to credit risk is presented under other comprehensive income. The Company will quantify the
TAS 16 Property, Plant and Equipment and TAS 38 Intangible Assets effect in conjunction with the other phases, when the final standard including all phases is adopted by POA.

The amendment to TAS 16.35(a) and TAS 38.80(a) clarifies that revaluation can be performed, as follows: i) Adjust the gross TFRS 11 Acquisition of an Interest in a Joint Operation (Amendment)
carrying amount of the asset to market value or ii) determine the market value of the carrying amount and adjust the gross
carrying amount proportionately so that the resulting carrying amount equals the market value. The amendment is effective TFRS 11 is amended to provide guidance on the accounting for acquisitions of interests in joint operations in which the
retrospectively. activity constitutes a business. This amendment requires the acquirer of an interest in a joint operation in which the activity
constitutes a business, as defined in TFRS 3 Business Combinations, to apply all of the principles on business combinations
TAS 24 Related Party Disclosures accounting in TFRS 3 and other TFRSs except for those principles that conflict with the guidance in this TFRS. In addition, the
acquirer shall disclose the information required by TFRS 3 and other TFRSs for business combinations. These amendments
The amendment clarifies that a management entity – an entity that provides key management personnel services – is a are to be applied prospectively for annual periods beginning on or after January 1, 2016.
related party subject to the related party disclosures. In addition, an entity that uses a management entity is required to
disclose the expenses incurred for management services. The amendment is effective retrospectively. Earlier application is permitted. The amendments will not have an impact on the financial position or performance of the
Company.
Annual Improvements – 2011–2013 Cycle

Ford Otosan in 2015


TAS 16 and TAS 38 - Clarification of Acceptable Methods of Depreciation and Amortisation (Amendments to TAS 16
TFRS 3 Business Combinations and TAS 38)

The amendment clarifies that: i) Joint arrangements are outside the scope of TFRS 3, not just joint ventures ii) The scope The amendments to TAS 16 and TAS 38, have prohibited the use of revenue-based depreciation for property, plant and
exception applies only to the accounting in the financial statements of the joint arrangement itself. The amendment is equipment and significantly limiting the use of revenue-based amortisation for intangible assets. The amendments
effective prospectively. are effective prospectively for annual periods beginning on or after January 1, 2016. Earlier application is permitted. The
amendments will not have an impact on the financial position or performance of the Company.
TFRS 13 Fair Value Measurement
TAS 16 Property, Plant and Equipment and TAS 41 Agriculture (Amendment) – Bearer Plants
The portfolio exception in TFRS 13 can be applied to financial assets, financial liabilities and other contracts within the scope
of IAS 39 (or IFRS 9, as applicable). The amendment is effective prospectively. TAS 16 is amended to provide guidance that bearer plants, such as grape vines, rubber trees and oil palms should be
accounted for in the same way as property, plant and equipment in TAS 16. Once a bearer plant is mature, apart from bearing
TAS 40 Investment Property produce, its biological transformation is no longer significant in generating future economic benefits. The only significant
future economic benefits it generates come from the agricultural produce that it creates. Because their operation is similar to
The amendment clarifies the interrelationship of TFRS 3 and TAS 40 in determining whether the transaction is the purchase that of manufacturing, either the cost model or revaluation model should be applied. The produce growing on bearer plants
of an asset or business combination. The amendment is effective prospectively.

Sustainability
will remain within the scope of TAS 41, measured at fair value less costs to sell. Entities are required to apply the amendments
for annual periods beginning on or after January 1, 2016. Earlier application is permitted. The amendment is not applicable for
The amendments did not have a significant impact on the consolidated financial statements of the Company. the Company and will not have an impact on the financial position or performance of the Company.

Reports
118 119
FORD OTOSAN 2015 Faaliyet Raporu

Notes to financial statement

Ford Otomotiv Sanayi A.Ş


Notes to financial statement
Ford Otomotiv Sanayi A.Ş for the period ended December 31, 2015

Ford Otosan at a Glance


for the period ended December 31, 2015 (Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)
(Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)

2. Basis of presentation of financial statements (continued) 2. Basis of presentation of financial statements (continued)

TAS 27 Equity Method in Separate Financial Statements (Amendments to TAS 27) Annual Improvements to TFRSs - 2012-2014 Cycle

In April 2015, Public Oversight Accounting and Auditing Standards Authority (POA) of Turkey issued an amendment to TAS In February 2015, POA issued, Annual Improvements to TFRSs 2012-2014 Cycle. The document sets out five amendments
27 to restore the option to use the equity method to account for investments in subsidiaries and associates in an entity’s to four standards, excluding those standards that are consequentially amended, and the related Basis for Conclusions. The
separate financial statements. Therefore, an entity must account for these investments either: standards affected and the subjects of the amendments are:

• At cost - IFRS 5 Non-current Assets Held for Sale and Discontinued Operations – clarifies that changes in methods of disposal
• In accordance with IFRS 9, (through sale or distribution to owners) would not be considered a new plan of disposal, rather it is a continuation of

Management and Assessments


or the original plan,
• Using the equity method defined in TAS 28 - IFRS 7 Financial Instruments: Disclosures – clarifies that i) the assessment of servicing contracts that includes a fee
for the continuing involvement of financial assets in accordance with IFRS 7; ii) the offsetting disclosure requirements
The entity must apply the same accounting for each category of investments. The amendment is effective for annual periods do not apply to condensed interim financial statements unless such disclosures provide a significant update to the
beginning on or after January 1, 2016. The amendments must be applied retrospectively. Early application is permitted and information reported in the most recent annual report,
must be disclosed. The amendment is not applicable for the Company and will not have an impact on the financial position - IAS 19 Employee Benefits – clarifies that market depth of high quality corporate bonds is assessed based on the
or performance of the Company. currency in which the obligation is denominated, rather than the country where the obligation is located,
- IAS 34 Interim Financial Reporting – clarifies that the required interim disclosures must either be in the interim
TFRS 10 and TAS 28: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture financial statements or incorporated by cross-reference between the interim financial statements and wherever
(Amendments) they are included within the interim financial report.

In February 2015, amendments issued to TFRS 10 and TAS 28, to address the acknowledged inconsistency between the The amendments are effective for annual periods beginning on or after January 1, 2016, with earlier application permitted. The
requirements in TFRS 10 and TAS 28 in dealing with the loss of control of a subsidiary that is contributed to an associate or Company is in the process of assessing the impact of the amendments on financial position or performance of the Company.
a joint venture, to clarify that an investor recognises a full gain or loss on the sale or contribution of assets that constitute
a business, as defined in TFRS 3, between an investor and its associate or joint venture. The gain or loss resulting from the The new standards, amendments and interpretations that are issued by the International Accounting Standards
re-measurement at fair value of an investment retained in a former subsidiary should be recognised only to the extent of Board (IASB) but not issued by Public Oversight Authority (POA)
unrelated investors’ interests in that former subsidiary. An entity shall apply those amendments prospectively to transactions
occurring in annual periods beginning on or after January 1, 2016. Earlier application is permitted The amendment is not The following standards, interpretations and amendments to existing IFRS standards are issued by the IASB but not yet
applicable for the Company and will not have an impact on the financial position or performance of the Company. effective up to the date of issuance of the financial statements. However, these standards, interpretations and amendments
to existing IFRS standards are not yet adapted/issued by the POA, thus they do not constitute part of TFRS. The Company

Ford Otosan in 2015


IFRS 10, IFRS 12 and IAS 28: Investment Entities: Applying the Consolidation Exception (Amendments to IFRS 10 and will make the necessary changes to its financial statements after the new standards and interpretations are issued and
IAS 28 become effective under TFRS.

In February 2015, amendments issued to TFRS 10, TFRS 12 and TAS 28, to address the issues that have arisen in applying Annual Improvements – 2010–2012 Cycle
the investment entities exception under TFRS 10 Consolidated Financial Statements. The amendments are applicable for
annual periods beginning on or after January 1, 2016. Earlier application is permitted. The amendment is not applicable for the IFRS 13 Fair Value Measurement
Company and will not have an impact on the financial position or performance of the Company.
As clarified in the Basis for Conclusions short-term receivables and payables with no stated interest rates can be held at
TAS 1: Disclosure Initiative (Amendments to TAS 1) invoice amounts when the effect of discounting is immaterial. The amendment is effective immediately.

In February 2015, amendments issued to TAS 1. Those amendments include narrow-focus improvements in the following five IFRS 15 Revenue from Contracts with Customers
areas: Materiality, Disaggregation and subtotals, Notes structure, Disclosure of accounting policies, Presentation of items of
other comprehensive income (OCI) arising from equity accounted investments. The amendments are applicable for annual In May 2014, the IASB issued IFRS 15 Revenue from Contracts with Customers. The new five-step model in the standard
periods beginning on or after January 1, 2016. Earlier application is permitted. These amendments are not expected have provides the recognition and measurement requirements of revenue. The standard applies to revenue from contracts with
significant impact on the notes to the consolidated financial statements of the Company. customers and provides a model for the sale of some non-financial assets that are not an output of the entity’s ordinary

Sustainability
activities (e.g., the sale of property, plant and equipment or intangibles). IFRS 15 original effective date was January 1, 2017.
However, in September 2015, IASB decided to defer the effective date to reporting periods beginning on or after January 1,
2018, with early adoption permitted. Entities will transition to the new standard following either a full retrospective approach
or a modified retrospective approach. The modified retrospective approach would allow the standard to be applied beginning
with the current period, with no restatement of the comparative periods, but additional disclosures are required. The Company
is in the process of assessing the impact of the standard on financial position or performance of the Company.

Reports
120 121
FORD OTOSAN 2015 Faaliyet Raporu

Notes to financial statement

Ford Otomotiv Sanayi A.Ş


Notes to financial statement
Ford Otomotiv Sanayi A.Ş for the period ended December 31, 2015

Ford Otosan at a Glance


for the period ended December 31, 2015 (Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)
(Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)

2. Basis of presentation of financial statements (continued) 2. Basis of presentation of financial statements (continued)

IFRS 9 Financial Instruments - Final standard (2014) 2.3 Summary of significant accounting policies

In July 2014 the IASB published the final version of IFRS 9 Financial Instruments. The final version of IFRS 9 brings together the
The principal accounting policies adopted in the preparation of these financial statements are set out below:
classification and measurement, impairment and hedge accounting phases of the IASB’s project to replace IAS 39 Financial
Instruments: Recognition and Measurement. IFRS 9 is built on a logical, single classification and measurement approach for
Cash and cash equivalents
financial assets that reflects the business model in which they are managed and their cash flow characteristics. Built upon
this is a forward-looking expected credit loss model that will result in more timely recognition of loan losses and is a single
Cash and cash equivalents are carried in the statement of financial position at cost. Cash and cash equivalents include cash
model that is applicable to all financial instruments subject to impairment accounting. In addition, IFRS 9 addresses the

Management and Assessments


on hand, deposits at banks and highly liquid short-term investments, with maturity periods of less than three months, which
so-called ‘own credit’ issue, whereby banks and others book gains through profit or loss as a result of the value of their own
has insignificant risk of change in fair value (Note 4).
debt falling due to a decrease in credit worthiness when they have elected to measure that debt at fair value. The Standard
also includes an improved hedge accounting model to better link the economics of risk management with its accounting Trade receivables and allowance for trade receivables
treatment. IFRS 9 is effective for annual periods beginning on or after January 1, 2018. However, the Standard is available
for early application. In addition, the own credit changes can be early applied in isolation without otherwise changing the Trade receivables as a result of providing goods or services by the Company directly to a debtor are carried at amortized cost.
accounting for financial instruments. The Company is in the process of assessing the impact of the standard on financial Short-term receivables with no stated interest rate are measured at the original invoice amount unless the effect of imputing
position or performance of the Company. interest is significant. Foreign exchange gain / loss and credit finance income of trade receivables are classified under “other
operating income/expense”.
IFRS 16 Leases
Provision for doubtful receivables is an estimated amount that management believes to reflect for possible future losses on
In January 2016, the IASB has published a new standard, IFRS 16 ‘Leases’. The new standard brings most leases on-balance
existing receivables that have collection risk due to current economic conditions. During the impairment test for receivables,
sheet for lessees under a single model, eliminating the distinction between operating and finance leases. Lessor accounting
debtors, other than the key accounts and related parties, are assessed with their prior year performances, their credit risk in
however remains largely unchanged and the distinction between operating and finance leases is retained. IFRS 16 supersedes
the current market, their performance after the statement of the financial position date up to the issuing date of the financial
IAS 17 ‘Leases’ and related interpretations and is effective for periods beginning on or after January 1, 2019, with earlier adoption
statements and furthermore, the renegotiation conditions with these debtors are considered.
permitted if IFRS 15 ‘Revenue from Contracts with Customers’ has also been applied. The Company is in the process of
assessing the impact of the standard on financial position or performance of the Company.
A credit risk provision for trade receivables is established if there is objective evidence that the Company will not be able to
collect all amounts due. The amount of the provision is the difference between the carrying amount and the recoverable
IAS 12 Income Taxes: Recognition of Deferred Tax Assets for Unrealised Losses (Amendments)
amount, being the present value of all cash flows, including amounts recoverable from guarantees and collateral, discounted
based on the original effective interest rate of the originated receivables at inception.
In January 2016, the IASB issued amendments to IAS 12 Income Taxes. The amendments clarify how to account for deferred

Ford Otosan in 2015


tax assets related to debt instruments measured at fair value. The amendments clarify the requirements on recognition of If the impairment amount decreases due to an event occurring after the write-down, the release of the provision is credited
deferred tax assets for unrealised losses, to address diversity in practice. These amendments are to be retrospectively applied to operating income in the current period.
for annual periods beginning on or after January 1, 2017 with earlier application permitted. However, on initial application of
the amendment, the change in the opening equity of the earliest comparative period may be recognised in opening retained The Company collects receivables arising from domestic vehicles and spare parts sales through the “Direct Debit System”
earnings (or in another component of equity, as appropriate), without allocating the change between opening retained (DDS). Within this system which is also named as Direct Collection System; the contracted banks warrant the collection
earnings and other components of equity. If the Company applies this relief, it shall disclose that fact. The Company is in the of the receivables within the limits granted to the dealers. Trade receivables are transferred by the contracted banks to the
process of assessing the impact of the amendments on financial position or performance of the Company. Company’s bank accounts at the due dates (Note 7 and 26).

IAS 7 Statement of Cash Flows (Amendments) Inventories

In January 2016, the IASB issued amendments to IAS 7 ‘Statement of Cash Flows’. The amendments are intended to clarify IAS Inventories are valued at the lower of cost or net realizable value. The cost of inventories is determined on the moving monthly
7 to improve information provided to users of financial statements about an entity’s financing activities. The improvements average basis. Cost elements included in inventories are materials, labour and an appropriate amount of factory overheads and
to disclosures require companies to provide information about changes in their financing liabilities. These amendments are exclude the cost of borrowing. Net realizable value is the estimated selling price in the ordinary course of business, less the costs
to be applied for annual periods beginning on or after January 1, 2017 with earlier application permitted. When the Company of completion and selling expenses. The allocation of fixed production overheads to the costs of conversion is based on the
first applies those amendments, it is not required to provide comparative information for preceding periods. The Company is normal capacity of the production facilities. Idle time expenses arising from the ceases in production other than planned in the

Sustainability
in the process of assessing the impact of the amendments on financial position or performance of the Company. factory’s annual production plan are not associated with inventories and are recognized as cost of sales (Note 9).

Reports
122 123
FORD OTOSAN 2015 Faaliyet Raporu

Notes to financial statement

Ford Otomotiv Sanayi A.Ş


Notes to financial statement
Ford Otomotiv Sanayi A.Ş for the period ended December 31, 2015

Ford Otosan at a Glance


for the period ended December 31, 2015 (Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)
(Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)

2. Basis of presentation of financial statements (continued) 2. Basis of presentation of financial statements (continued)

Trade payables Financial assets

Trade payables are recognized at initial cost and subsequently measured at amortized cost using effective interest rate Investments intended to be held for an indefinite period of time, and which may be sold in response to a need for liquidity or
method (Notes 7 and 26). Foreign exchange gain / loss and credit finance charges of trade payables are classified under changes in interest rates are classified as available-for-sale. These are included in non-current assets unless management
“other operating income/expense”. has the express intention of holding the investments for less than 12 months from the statement of financial position date or
unless they will need to be sold to raise operating capital, in which case they are included in current assets.
Property, plant and equipment
Available-for-sale financial assets are subsequently measured at fair value. Available-for-sale financial assets that are

Management and Assessments


Property, plant and equipment are carried at cost less accumulated depreciation. Depreciation is provided using the straight- quoted in active markets are measured based on current bid prices. If the market for a financial asset is not active the fair
line method based on the estimated useful lives of the assets. value is determined by using valuation techniques such as discounted cash flow analysis and option pricing models.

The depreciation periods for property and equipment, which approximate the economic useful lives of assets concerned, are Unrealised gains and losses arising from changes in the fair value of securities classified as available-for-sale are accounted
as follows: in equity net of tax under “financial assets fair value reserve”. Unrealised gains and losses arising from changes in the fair
value of available-for-sale debt securities are the differences between the fair value of such securities and their amortised
Land improvements 14.5 - 30 years costs at the reporting date. When available-for-sale securities are sold, collected or otherwise disposed of, related deferred
Buildings 14.5 - 36 years gains and losses in equity are transferred to the income statement. If the difference between the cost and the fair value of the
Machinery and equipment 5-25 years available-for-sale securities is permanent, gains and losses are transferred to the income statement.
Moulds and models Project lifetime
Furniture and fixtures 4 - 14.5 years Interest and dividends associated to the available-for-sale financial assets are accounted under corresponding interest
Motor vehicles 9-15 years income and dividend income accounts.

Land is not depreciated as it is deemed to have an indefinite useful life. Share premium

Gains or losses on disposals of property, plant and equipment are determined by comparing proceeds with carrying amounts Share premium represents differences resulting from the sale of the Company’s subsidiaries and associates’ shares at a
and are included in income/expense from investing activities. Repair and maintenance expenses are charged to the statement price exceeding the face values of those shares or differences between the face values and the fair value of shares issued for
of profit or loss as they are incurred. Repair and maintenance expenditures are capitalized if they result in an enlargement or acquired companies.
substantial improvement of the respective asset (Note 10).
Share capital and dividends

Ford Otosan in 2015


Intangible assets
Ordinary shares are classified as equity. Dividends on ordinary shares are recognized in equity in the period in which they are
Intangible assets comprise computer software, rights, leasehold improvements and development costs. declared. Dividends payable are recognized as an appropriation of profit in the period in which they are declared (Notes 17
and 21).
Intangible assets are carried at cost less accumulated amortization. Amortization is calculated using the straight-line method
over a period depending on the project’s lifetime. Development costs, comprising of engineering design incurred for the Taxes on income
production of new commercial vehicles, are capitalized as discussed in Note 2.3 Research and development expenses (Note
11). Taxes include current period income taxes and deferred taxes.

The estimated useful lifetimes of such assets are as follows: Current period income tax

Rights 3-5 years Current year tax liability consists of tax liability on the taxable income calculated according to currently enacted tax rates and
Capitalized improvement expenses Project lifetime to the effective tax legislation as of statement of financial position date.
Other intangible assets 5 years
Deferred tax

Sustainability
Impairment of long-lived assets
Deferred income tax is provided, using the liability method, for temporary differences arising between the tax bases of assets
All assets are reviewed for impairment losses including property, plant and equipment and intangible assets whenever events and liabilities and their carrying values for financial reporting purposes. Tax bases of assets and liabilities comprise of the
or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for amounts that will affect the future period tax charges based on the tax legislation. Currently enacted tax rates, which are
the amount by which the carrying amount of the asset exceeds its recoverable amount, which is the higher of an asset’s net expected to be effective during the periods when the deferred tax assets will be utilized or deferred tax liabilities will be
selling price and value in use. Impairment losses are recognized in the statement of profit or loss. settled, are used to determine deferred income tax.

Impairment losses on assets can be reversed, to the extent of previously recorded impairment losses, in cases where increases
in the recoverable value of the asset can be associated with events that occur subsequent to the period when the impairment
loss was recorded.

Reports
124 125
FORD OTOSAN 2015 Faaliyet Raporu

Notes to financial statement

Ford Otomotiv Sanayi A.Ş


Notes to financial statement
Ford Otomotiv Sanayi A.Ş for the period ended December 31, 2015

Ford Otosan at a Glance


for the period ended December 31, 2015 (Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)
(Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)

2. Basis of presentation of financial statements (continued) 2. Basis of presentation of financial statements (continued)

Deferred tax liability is calculated on all taxable temporary differences whereas deferred tax assets are recognized for Foreign currency transactions and balances
all deductible temporary differences to the extent that it is probable that taxable profit will be available against which
the deductible temporarily differences can be utilized. Carrying values of deferred tax assets are decreased to the extent Transactions in foreign currencies during the year have been translated at the exchange rates prevailing at the dates of the
necessary, if future taxable profits are not expected to be available to utilize deferred tax assets partially or fully. transactions. Monetary assets and liabilities denominated in foreign currencies have been translated into TL at the Central
Bank of Turkey (TCB) exchange rates prevailing at the statement of the financial position dates. Foreign currency exchange
gains or losses arising from the settlement of such transactions and from the translation of monetary assets and liabilities
Deferred tax assets and deferred tax liabilities related to income taxes levied by the same taxation authority are offset when are recognized under the other operating income/expenses and financial income/expense in the statement of profit or loss
there is a legally enforceable right to offset current tax assets against current tax liabilities (Note 24). (Notes 22, 23 and 27).

Management and Assessments


Current and deferred tax Foreign currency exchange rates used by the Company at the time of statement of financial position dates are as follows:

Current and deferred taxes except those which are either related to the items directly recognized in the equity as receivable or TL/USD TL/Euro TL/GBP
payable (which, in such cases, the deferred tax regarding the related items are also recognized directly in the equity) or those
which result from the initial recognition of an enterprise merger are recognized as income or loss in the income statement.
December 31, 2015 2.9076 3.1776 4.3007
Revenue recognition
December 31, 2014 2.3189 2.8207 3.5961
Goods & services sales
Financial instruments and financial risk management
Revenue comprises the invoiced value for the sale of goods and services. Revenues are recognized on an accrual basis at
the fair values incurred or to be incurred when the goods are delivered, the risks and rewards of ownership of the goods are Credit risk
transferred, when the amount of revenue can be reliably measured and it is probable that the future economic benefits
associated with the transaction will flow to the entity. Ownership of financial assets involves the risk that counterparties may be unable to meet the terms of their agreements. All
trade receivables are due mainly from dealers and related parties. The Company has established effective control procedures
For domestic vehicle and spare parts sales, significant risk and rewards are transferred to the buyer when goods are delivered over its dealers and the credit risk arising from transactions with such dealers is regularly monitored by management and the
and received by the buyer or when the legal title is passed to the buyer. But if the Company makes a sales agreement with aggregate risk to any individual counterparty is limited. The Company covered its credit risk from domestic vehicle sales to
buyback commitment, which shall most likely be applied, the sales made in this scope are not recognized as revenue and dealers by setting credit limits for dealers through arranged banks and collects its trade receivables from banks at the due
monitored under “Other Long Term Liabilities” (Note 31). Sales, which are subject to buyback commitment, are evaluated as date through the use of Direct Debit System. The use of DDS for receivables from dealers is an effective way to decrease the

Ford Otosan in 2015


operating lease and monitored as deferred income through allocating the difference between the price paid by the customers credit risk.
and their buyback price to leasing period. (Not 30).
Bank letters of collaterals received from dealers for the exceeding part of DDS limit, regarding domestic vehicle sales and
For export sales significant risk and rewards are transferred to the buyer on FAS, “Final Assignment to Ship” terms. For export spare part sales is another method in the management of the credit risk (Note 7).
sales significant risk and rewards are transferred to the buyer on FAS, “Final Assignment to Ship” terms.
Export sales mainly consist of sales to Ford Motor Company and its subsidiaries. Collection terms and conditions are
Net sales represent the invoiced value of goods shipped less sales returns. When the arrangement effectively constitutes a specified in the business agreements with Ford Motor Company. Receivables from Ford Motor Company and its subsidiaries
financing transaction, the fair value of the consideration is determined by discounting all future receipts using an imputed are collected in 14 days for export vehicle sales regularly. Receivables from Ford Motor Company and its subsidiaries, except
rate of interest. The difference between the fair value and the nominal amount of the consideration is recognized as interest vehicle sales, are collected in 45 days in average. The collection of receivables resulting from export sales to customers other
income on an accrual basis (Note 18). than Ford Motor Company is secured with letter of credit, letter of guarantee or cash payment.

Dividend and interest income Price risk

Dividend income from the stock investments are recorded when the stockholders become entitled to receive a dividend. The Company is exposed to equity securities price risk because of investments classified on the statement of financial position
as available-for-sale. The Company limits the available-for-sale financial assets in order to manage the price risk arising from
investments in equity securities.

Sustainability
Interest income is realized on a time period basis and the accrued income is determined by taking into account the valid
interest rate and the interest rate that is to be effective until its maturity date.
Liquidity risk

Prudent liquidity risk management includes maintaining sufficient cash and marketable securities, the availability of funding
from an adequate amount of committed credit facilities and the ability to close out market positions. The risk of funding current
and future debt requirements is managed by having an adequate number of quality loan providers constantly available. The
Company management keeps cash, credit commitment and factoring capacity to maintain 21 days cash outflows to manage the
liquidity risk. The Company maintains a credit commitment amounting to Euro 80 million and factoring agreement amounting
to TL 400 million in case a requirement for use arises.

Reports
126 127
FORD OTOSAN 2015 Faaliyet Raporu

Notes to financial statement

Ford Otomotiv Sanayi A.Ş


Notes to financial statement
Ford Otomotiv Sanayi A.Ş for the period ended December 31, 2015

Ford Otosan at a Glance


for the period ended December 31, 2015 (Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)
(Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)

2. Basis of presentation of financial statements (continued) 2. Basis of presentation of financial statements (continued)

Interest rate risk Fair value of financial instruments

Management uses short-term interest bearing financial assets to manage the maturities of interest bearing assets and liabilities. The Company measures derivatives and available for sale financial assets at fair value at each reporting date. Fair value
The Company makes limited use of interest rate swaps, to hedge its floating rate borrowings, if needed. is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell
Funding risk the asset or transfer the liability takes place either:

The ability to fund the existing and prospective debt requirements is managed as necessary by obtaining adequate committed - In the principal market for the asset or liability, or

Management and Assessments


funding lines from high quality lenders. - In the absence of a principal market, in the most advantageous market for the asset or liability.
Foreign exchange risk The principal or the most advantageous market must be accessible to by the Company.

The Company is exposed to foreign exchange risk through the impact of rate changes on the translation of foreign currency The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing
assets and liabilities into local currency. This risk is monitored by key management personnel through Early Determination of the asset or liability, assuming that market participants act in their economic best interest.
Risk and Management Committee and regular Board of Director’s meetings.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available
Excess cash is invested mainly in hard currency to balance the net foreign currency assets and liabilities and in order to minimize to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
the statement of financial position foreign exchange exposure. In addition to this, distribution of the amount of the export
orientated production and sales in the related months can increase the foreign assets (Note 27). Financial assets

Capital risk management The fair values of balances denominated in foreign currencies, which are translated using year-end exchange rates, are
considered to approximate their carrying value. The fair values of certain financial assets carried at cost, including cash and
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in amounts due from banks and deposits with banks are considered to approximate their respective carrying values due to their
order to provide returns for shareholders benefits for other stakeholders and to maintain an optimal capital structure to reduce short-term nature. The carrying values of trade receivables along with the related allowances for impairment are estimated
the cost of capital. to be their fair values due to their short-term nature.

In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, Financial liabilities
return capital to shareholders, issue new shares or sell assets to reduce debt.

Ford Otosan in 2015


Bank borrowings are recorded over their fair value of which the transaction costs are discounted. In the following periods,
The Company monitors capital on the basis of the “net financial debt to tangible capital ratio”. This ratio is calculated as net they are evaluated and recognized with their discounted costs by using the effective rate of interest method. The fair values
financial debt divided by tangible capital. Net financial debt is calculated as total short and long term borrowings minus cash of other monetary liabilities are considered to approximate their respective carrying values due to their short-term nature.
and cash equivalents, whereas tangible equity is calculated as equity, as shown in the statement of financial position minus
intangible assets. According to the decision of Company management, this ratio is expected not to exceed 1.25. Cash flow hedge accounting

Hedges of exposures to variability in cash flows that are attributable to a particular risk associated with a recognised asset or
December 31, 2015 December 31, 2014
liability or a highly probable forecast transaction and could affect profit and loss are designated as cash flow hedges by the
Company.
Net financial debt 1,580,404,669 1,772,529,268
Changes in the fair value of derivatives, designated as cash flow hedges and qualified as effective, are recognised in equity as
Tangible equity 2,520,135,546 2,233,791,596 “hedging reserves”. Where the forecasted transaction or firm commitment results in the recognition of a non financial asset
or of a liability, the gains and losses previously recognised under equity are transferred from equity and included in the initial
measurement of the cost of the asset or liability. Otherwise, amounts recognised under equity are transferred to the income
Net financial debt / tangible equity ratio 0.63 0.79
statement in the period in which the hedged firm commitment or forecasted transaction affects the income statement.

Sustainability
Reports
128 129
FORD OTOSAN 2015 Faaliyet Raporu

Notes to financial statement

Ford Otomotiv Sanayi A.Ş


Notes to financial statement
Ford Otomotiv Sanayi A.Ş for the period ended December 31, 2015

Ford Otosan at a Glance


for the period ended December 31, 2015 (Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)
(Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)

2. Basis of presentation of financial statements (continued) 2. Basis of presentation of financial statements (continued)

If the forecast transaction or firm commitment is no longer expected to occur, the cumulative gain or losses previously Provisions
recognised in equity are transferred to the income statement. If the hedging instrument expires or is sold, terminated or
exercised without replacement or rollover, or if its designation as a hedge is revoked, any cumulative gain or loss previously Provisions are recognized when the Company has a present legal or constructive obligation as a result of past events, it is
recognised in other comprehensive income remains in other comprehensive income until the forecast transaction or firm probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be
commitment affects profit or loss. made. If the provision amount decreases, in the case of an event occurring after the provision is accounted for, the related
amount is classified as other income in the current period.
The Company has entered into swap transactions in order to manage its interest rate risk. Swap transactions are initially
recognized at fair value on the date the derivative contract is entered into and subsequently remeasured at fair value. The fair Provisions for sales premium

Management and Assessments


value of interest swap contracts is determined by using valuation methods based on observable data in the market.
Provision for dealer stock sales premium expenses is accounted based on the last approved sales premium programme
Borrowings and borrowing costs (Note 13).

Borrowings are recognized initially at the proceeds received, net of transaction costs incurred. In subsequent periods, borrowings Warranty expenses provision
are stated at amortized cost using the effective yield method; any difference between proceeds (net of transaction costs)
and the redemption value is recognized in the statement of profit or loss over the period of the borrowings (Note 6). With Warranty expenses are recognized on an accrual basis for amounts estimated based on prior periods’ realization. The
respect to assets which take long time to get ready for use and sale, borrowing costs related to production or construction are Company has reclassified warranty reserves to be expected to be realized in one year as current provision (Note 13).
integrated to the cost of the asset. The borrowing costs include other costs incurred due to borrowing and interest.
Research and development expenses
Provision for employee benefits
Research expenditure is recognized as an expense as incurred. Costs, except for listed below are classified as development
a) Defined benefit plan: expenditures and recognized as expense as incurred.

Provision for employee benefits represent the present value of the estimated total reserve of the future probable obligation - If the cost related to the products can be defined and only if the cost can be measured reliably,
of the Company arising from the retirement of the employees or reasons except for resignation and behaviors stated in labor - If the technological feasibility can be measured,
law, calculated in accordance with the Turkish Labour Law (Note 15). According to the amendments on IAS 19 “Employee - If the good will be sold or will be used within the Company,
Benefits”, the actuarial (gain)/loss of employee benefits are recognized under other comprehensive income. - If there’s a potential market or can be proved that it is used within the Company,
- If necessary technological, financial and other resources can be provided to complete the project.
b) Defined contribution plan:

Ford Otosan in 2015


The Company has to compensate the Social Security Contribution of the employees. As long as this is compensated, there is Development costs previously recognized as expense are not recognized as an asset in a subsequent period. Development
no any other obligation for the Company. Social Security Contributions are classified as personnel expenses as of the accrual costs that have been capitalized are amortized from the commencement of the commercial production of the product on a
date (Note 15). straight-line basis over the project lifetime. Impairment test for the assets is performed annually within the recognition period
of the development expenditures in progress (Note 11).
c) Other employee benefits
Leasing – the Commpany as the lessee
“Long term provisions for employee benefits” are composed of the unused vacation days accrued in the period incurred and
Operating leases
if the impact is material, it is also discounted.
Leases where a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating
leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income
statement on a straight-line basis over the period of the lease.

Sustainability
Reports
130 131
FORD OTOSAN 2015 Faaliyet Raporu

Notes to financial statement

Ford Otomotiv Sanayi A.Ş


Notes to financial statement
Ford Otomotiv Sanayi A.Ş for the period ended December 31, 2015

Ford Otosan at a Glance


for the period ended December 31, 2015 (Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)
(Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)

2. Basis of presentation of financial statements (continued) 2. Basis of presentation of financial statements (continued)

Leasing – the Company as lessor Reporting of cash flows

Operational Leasing In the statement of cash flows, cash flows during the period are classified under operating, investing or financing activities.

Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease. Initial direct The cash flows raised from operating activities indicate cash flows due to the Company’s operations.
costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and
recognized on a straight-line basis over the lease term. The cash flows due to investing activities indicate the Company cash flows that are used for and obtained from investments
(investments in property, plant and equipment and financial investments).

Management and Assessments


Related parties
The cash flows due to financing activities indicate the cash obtained from financial arrangements and used in their repayment.
Parties are considered related to the company (reporting entity) if; Cash and cash equivalents include cash and bank deposits and the investments that are readily convertible into cash and
highly liquid assets with less than three months to maturity (Note 4).
(a) A person or a close member of that person’s family is related to a reporting entity if that person:
Contingent assets and liabilities
(i) has control or joint control over the reporting entity,
(ii) has significant influence over the reporting entity; or, Possible assets or obligations that arise from past events and whose existence will be confirmed only by the occurrence or
(iii) is a member of the key management personnel of the reporting entity or of a parent of the reporting entity. non-occurrence of one or more uncertain future events not wholly within the control of the Company are not included in the
financial statements and treated as contingent assets or liabilities (Note 13).
(b) An entity is related to a reporting entity if any of the following conditions applies:
Subsequent events
(i) The entity and the reporting entity are members of the same group (which means that each parent, subsidiary
and fellow subsidiary is related to the others). Subsequent events and announcements related to net profit or even declared after other selective financial information
(ii) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a has been publicly announced; include all events that take place between the statement of financial position date and the
group of which the other entity is a member). date when the statement of financial position is authorized for issue. In the case that events requiring an adjustment to
(iii) Both entities are joint ventures of the same third party. the financial statements occur subsequent to the statement of financial position date, the Company makes the necessary
(iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity. corrections on the financial statements (Note 33).
(v) The entity is a post-employment benefit plan for the benefit of employees of either the reporting entity or an
entity related to the reporting entity. If the reporting entity is itself such a plan, the sponsoring employers are also Offsetting

Ford Otosan in 2015


related to the reporting entity.
(vi) The entity is controlled or jointly controlled by a person identified in (a). Financial assets and liabilities are offset when there is a legal basis, intention to disclose net amount of related assets and
(vii) A person identified in (a)(i) has significant influence over the entity or is a member of the key management liabilities or the obtaining of an asset follows the settling its of liability.
personnel of the entity (or of a parent of the entity).

A related party transaction is a transfer of resources, services or obligations between related parties, regardless of whether a Government grants and incentives
price is charged.
Government grants and incentives are recognized at fair value when there is assurance that these grants and incentives will
The Company defines its key management personnel as board of directors’ members, general managers, assistant general be received and the Company has met all conditions required. Government grants and incentives regarding the capitalized
managers and directors reporting directly to the general manager (Note 26). projects, costs are recognized by netting from costs of property, plant and equipment and intangible assets. Incentives which
are not subject to assets are shown as other income in the income statement.
Earnings per share
2.4 Accounting policies, changes in accounting estimates and errors
Earnings per share disclosed in the statement of profit or loss are determined by dividing net earnings by the weighted average
number of shares that have been outstanding during the related year concerned. In Turkey, companies can increase their Material changes in accounting policies and estimates or material errors are corrected retrospectively; by restating the prior
period financial statements. The effect of changes in accounting estimates affecting the current period is recognized in the

Sustainability
share capital by making a pro-rata distribution of shares (“bonus shares”) to existing shareholders from retained earnings
and the revaluation surplus. For the purpose of earnings per share computations, the weighted average number of shares current period; the effect of changes in accounting estimates affecting current and future periods is recognized in the current
outstanding during the year has been adjusted in respect of bonus shares issues without a corresponding change in resources, period and prospectively.
by giving them retroactive effect for the year in which they were issued and for each earlier year (Note 25).

Reports
132 133
FORD OTOSAN 2015 Faaliyet Raporu

Notes to financial statement

Ford Otomotiv Sanayi A.Ş


Notes to financial statement
Ford Otomotiv Sanayi A.Ş for the period ended December 31, 2015

Ford Otosan at a Glance


for the period ended December 31, 2015 (Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)
(Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)

2. Basis of presentation of financial statements (continued) 4. Cash and cash equivalents

2.5 Significant accounting estimates and decisions The maturity period of time deposits is up to three months and there is no blockage/restricton on cash and cash equivalents.
The weighted average interest rate for Euro denominated time deposits is %1.60 (December 31, 2014 - 2.26%) and the
The preparation of financial statements require management to make estimates and assumptions that affect certain reported weighted average interest rate for the TL time deposits is %13.06 (December 31, 2014 - 11.59%).
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting year. Actual results could differ from those estimates.
December 31, 2015 December 31, 2014
(a) In calculation of the employee benefit provision actuarial assumptions relating to turnover ratio, discount rate and
salary increase are used. The details regarding the calculation are disclosed in provision for employee benefits (Note Banks - foreign currency time deposits 706,689,282 400,808,453

Management and Assessments


15).
Banks - TL time deposits 237,215,637 148,606,575
(b) In determination of the impairment of trade receivables, the factors such as debtor credibility, historical payment Banks - TL demand deposits 32,355,917 22,925,737
performance and debt restructuring is considered (Note 7).
Banks - foreign currency demand deposits 4,100,441 5,117,494
(c) Discounted inventory price list is used to calculate inventory impairment. Where the sales price cannot be predicted,
technical personnel’s opinion and inventory waiting time is considered. If expected net realizable value is less than 980,361,277 577,458,259
cost, the Company should allocate provisions for inventory impairment (Note 9).

(d) In determination of the legal case provisions, the possibilities of losing the case and the liabilities that will arise if the 5. Financial assets
case is lost is evaluated by the Company’s Legal Counselor and by the Management team taking into account expert
opinions. The management determines the amount of the provisions based on the best forecasts.
December 31, 2015 December 31, 2014
(e) In calculation of the warranty provision, the Company considers the historical warranty expenses incurred addition Shareholding Shareholding
to planned technical and financial improvements to estimate the possible warranty expense per vehicle. Provision
Available-for-sale financial assets: % Amount % Amount
calculations are realistically performed and based on vehicle quantity, warranty period and historical claims (Note 13).

(f) Deferred tax assets are recognized when the occurrence of taxable profit is probable in the forthcoming years. Deferred Otokar Otomotiv ve Savunma Sanayi A.Ş. (Otokar) (*) 0.59 12,625,805 0.59 12,196,978
tax asset is calculated over any temporary differences in cases when the occurrence of taxable profit is probable,
taken into consideration of tax advantages obtained within the context of investment incentive certificates. Deferred

Ford Otosan in 2015


tax asset is recorded as of December 31, 2015 and December 31, 2014 since presumptions that the Company will have 12,625,805 12,196,978
taxable profit in the forthcoming periods are found to be sufficient (Note 24).
(*) The Company’s shareholding in Otokar was stated at market value at December 31, 2015 and December 31, 2014 which is assumed to approximate its
fair value.
(g) The Company recognizes depreciation and amortization for its property, plant and equipments and intangibles by
taking into account their useful lives that are stated in Note 2.3 (Note 10 and 11).

(h) Development costs related to continuing projects are capitalized and the Company management perform impairment
test regarding those capitalized costs annually. As of December 31, 2015 and December 31, 2014, there is no impairment
determined related to development costs in progress (Note 11).

2.6 Convenience translation into English of financial statements originally issued in Turkish

As at December 31, 2015, the accounting principles described in Note 2 (defined as Turkish Accounting Standards/Turkish
Financial Reporting Standards) to the accompanying financial statements differ from International Financial Reporting
Standards (“IFRS”) issued by the International Accounting Standards Board with respect to the application of inflation

Sustainability
accounting, certain reclassifications and also for certain disclosures requirement of the POA/CMB. Accordingly, the
accompanying financial statements are not intended to present the financial position and results of operations in accordance
with IFRS.

3. Segment reporting

The Company, which is incorporated and domiciled in Turkey, has primary operation of manufacturing, assembling, importing
and selling motor vehicles and spare parts. The Company’s operating segments, nature and economic characteristics of
products, nature of production processes, classification of customers in terms of risk for their products and services and
methods used to distribute their products are similar. Furthermore, the Company structure has been organized to operate in
one segment rather than separate business segments. Consequently, the business activities of the Company are considered
to be in one operating segment and the operating results, resources to be allocated to the segment and assessment of

Reports
performance are managed in this respect.

134 135
FORD OTOSAN 2015 Faaliyet Raporu

Notes to financial statement

Ford Otomotiv Sanayi A.Ş


Notes to financial statement
Ford Otomotiv Sanayi A.Ş for the period ended December 31, 2015

Ford Otosan at a Glance


for the period ended December 31, 2015 (Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)
(Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)

6. Financial liabilities 7. Trade receivables and payables

Short term borrowings:


December 31, 2015 December 31, 2014

December 31, 2015 December 31, 2014


Short term trade receivables:
Effective interest rate % TL amount Effective interest rate % TL amount

Trade receivables 788,940,298 680,878,133


- Euro 1.21 700,877,296 1.61 512,286,774

Management and Assessments


Doubtful receivables 4,533,456 4,559,249
- TL - 8.14 112,970,246
Less: Unearned credit finance income (8,749,480) (4,683,746)

700,877,296 625,257,020
784,724,274 680,753,636
Short-term portion of long-term borrowings:

Less: Provision for doubtful receivables (4,533,456) (4,559,249)


December 31, 2015 December 31, 2014
Effective interest rate % TL amount Effective interest rate % TL amount
780,190,818 676,194,387

- Euro 2.46 558,854,023 2.31 364,697,638 The average turnover of receivables related to vehicle sales to domestic distributors is 25 days. (December 31, 2014: 25 days),
domestic sales of spare parts turnover is 70 days (December 31, 2014: 70 days) and discounted by 1.12% monthly effective
interest rate (December 31, 2014: 0.92%).
558,854,023 364,697,638
The collection of receivables from export sales other than Ford Motor Company is kept under guarantee with letter of credit,
letter of guarantee or upfront cash collection.
Total short term borrowings 1,259,731,319 989,954,658

December 31, 2015 December 31, 2014

Ford Otosan in 2015


Long term borrowings:

Long term trade receivables:


- Euro 1.81 1,301,034,627 2.06 1,360,032,869

Deposits and guarantees given 187,338 277,436


1,301,034,627 1,360,032,869

The payment schedules of long-term bank borrowings as of December 31, 2015 and December 31, 2014 are as follows: 187,338 277,436

  December 31, 2015 December 31, 2014


Payment period Total TL Total TL December 31, 2015 December 31, 2014

2016 - 437,834,441 Trade payables:

Sustainability
2017 428,255,354 298,501,742
2018 408,511,646 292,257,321 Trade payables 1,743,208,811 1,332,727,390
2019 275,886,364 174,357,519 Less: Unearned credit finance expense (10,268,534) (7,539,581)
2020 133,870,989 112,412,190
2021 54,510,274 44,669,656 1,732,940,277 1,325,187,809
     
The average turnover of trade payables is 60 days. (December 31, 2014: 60 days) and discounted by 1.12% monthly effective
  1,301,034,627 1,360,032,869
interest rate. (December 31, 2014: 0.92%).

Reports
The letters of bank guarantee given to financial institutions in connection with borrowings amount to TL 1,004,243,815
(December 31, 2014 - TL 1,015,293,576) (Note 13).

136 137
FORD OTOSAN 2015 Faaliyet Raporu

Notes to financial statement

Ford Otomotiv Sanayi A.Ş


Notes to financial statement
Ford Otomotiv Sanayi A.Ş for the period ended December 31, 2015

Ford Otosan at a Glance


for the period ended December 31, 2015 (Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)
(Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)

7. Trade receivables and payables (continued) 7. Trade receivables and payables (continued)

The maximum exposure of the Company to credit risk as of December 31, 2015 and 2014 is as follows:

Trade receivables Other receivables Trade receivables Other receivables


Related Deposit in Related Related Deposits in
December 31, 2015 Related party Other Other December 31, 2014 Other Other
party bank party party bank

Management and Assessments


- The maximum of credit risk exposed The maximum of credit risk exposed at the
1,003,541,568 780,190,818 - 181,984 980,361,277 929,539,320 676,194,387 - 230,474 577,458,259
at the reporting date reporting date
(Notes 26, 7, 8, 4) (Notes 26, 7, 8, 4)

The maximum of credit risk covered by - The maximum of credit risk covered by
110,000,000 708,237,239 - - - 110,000,000 590,614,039 - - -
guarantees guarantees

Net book value of the financial assets Net book value of the financial assets that are
982,044,554 772,608,733 - 181,984 980,361,277
that are neither overdue nor impaired neither overdue nor impaired 855,023,868 671,643,751 - 230,474 577,458,259

The carrying amount of financial assets The carrying amount of financial assets whose
whose terms have been renegotiated terms have been renegotiated otherwise
- - - - - - - - - -
otherwise classified as overdue or classified as overdue or impaired
impaired

Net book value of financial assets that are


Net book value of financial assets that are 74,515,452 4,550,636 - - -
21,497,014 7,582,085 - - - overdue but not impaired

Ford Otosan in 2015


overdue but not impaired

- Amount of risk covered by guarantees - 2,208,171 - - -


- Amount of risk covered by guarantees - 1,942,605 - - -

Net book value of impaired assets - - - - -


Net book value of impaired assets - - - - -

- Overdue (gross book value) - 4,559,249 - - -


- Overdue (gross book value) - 4,533,456 - - -

- Provision for impairment (-) - (4,559,249) - - -


- Provision for impairment (-) - (4,533,456) - - -

- Amount of risk covered by guarantees - - - - -


- Amount of risk covered by guarantees - - - - -

Sustainability
Reports
138 139
FORD OTOSAN 2015 Faaliyet Raporu

Notes to financial statement

Ford Otomotiv Sanayi A.Ş


Notes to financial statement
Ford Otomotiv Sanayi A.Ş for the period ended December 31, 2015

Ford Otosan at a Glance


for the period ended December 31, 2015 (Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)
(Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)

7. Trade receivables and payables (continued) 9. Inventories


The aging schedule of receivables that are overdue but not impaired is as follows;
December 31, 2015 December 31, 2014

Trade receivables
December 31, 2015 Related party Other Finished goods 358,386,847 104,688,935
Raw materials 273,387,566 246,862,840
1-30 days overdue 5,179,761 4,442,933 Goods in transit 130,103,025 76,716,122

Management and Assessments


1-3 months overdue 9,637,410 286,150 Vehicle spare parts 116,488,425 110,330,301
3-12 months overdue 6,078,928 2,853,002 Import vehicles 86,134,465 22,661,995
1-5 years overdue 600,915 - Spare parts 28,419,319 26,812,487
Other 11,569,000 -
21,497,014 7,582,015

1,004,488,647 588,072,680
Risk covered by guarantees - 1,942,605

The Company’s overdue related party receivables are related to the long term engineering service bills and spare parts Less: Provision for impairment of finished goods and vehicle
(4,329,423) (2,995,284)
exports to Ford Motor Company. spare parts

Trade receivables
1,000,159,224 585,077,396
December 31, 2014 Related party Other
The allocation of fixed production overheads to finished goods costs of conversion is based on the normal capacity of the
1-30 days overdue 28,816,149 2,165,734 production facilities.

1-3 months overdue 25,390,829 1,241,768 The Company has accounted the expenses due to the impairment of inventories as part of cost of sales and the movement
in the balance within the year is as follows:

Ford Otosan in 2015


3-12 months overdue 16,788,957 1,108,507
1-5 years overdue 3,519,517 34,627
2015 2014

74,515,452 4,550,636
At January 1 2,995,284 3,218,313
Risk covered by guarantees - 2,208,171
Change within the period 1,334,139 (223,029)
8. Other receivables and payables

December 31, 2015 December 31, 2014 At December 31 4,329,423 2,995,284


Other receivables:
The Company has provided a provision for impairment on the inventories when their net realizable values are lower than their
costs or when they are classified as slow moving inventories. The provision has been accounted under cost of sales (Note 18).
Other miscellaneous receivables 181,984 230,474

Sustainability
181,984 230,474

December 31, 2015 December 31, 2014


Other payables:

Taxes and funds payable 40,535,209 33,347,231


Sales premium accruals 5,418,028 1,476,832

Reports
Other 1,756,089 4,861,655

47,709,326 39,685,718

140 141
Notes to financial statement
Ford Otomotiv Sanayi A.Ş for the period ended December 31, 2015
(Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)

10. Property, plant and equipment

Land Machinery & Models & Fixtures & Construction


Land improvements Buildings equipments moulds furnitures Vehicles(*) in progress Total

December 31, 2014


Cost 11,874,536 142,405,313 871,767,345 2,242,217,206 1,691,329,342 311,443,358 16,341,221 26,545,344 5,313,923,665
Accumulated depreciation - (61,143,024) (307,086,903) (889,103,540) (758,523,911) (166,465,672) (3,218,031) - (2,185,541,081)

Net book value 11,874,536 81,262,289 564,680,442 1,353,113,666 932,805,431 144,977,686 13,123,190 26,545,344 3,128,382,584

For the period ended


December 31, 2015
Opening net book value 11,874,536 81,262,289 564,680,442 1,353,113,666 932,805,431 144,977,686 13,123,190 26,545,344 3,128,382,584
Additions 394,963 7,947,575 9,894,539 58,132,277 239,322,610 33,501,421 64,776,856 62,887,431 476,857,672
Transfers - 96,588 24,142,185 3,254,408 13,117,971 407,809 2,948,967 (43,967,928) -

142
Disposals - - (5,281) (15,970,603) (2,690,967) (509,823) (9,841,358) - (29,018,032)
Depreciation charge - (5,472,488) (32,193,662) (137,730,764) (134,605,554) (27,150,861) (4,616,377) - (341,769,706)
FORD OTOSAN

Disposals from accumulated


- - 5,281 14,393,280 426,088 449,433 991,703 - 16,265,785
depreciation

Closing net book value 12,269,499 83,833,964 566,523,504 1,275,192,264 1,048,375,579 151,675,665 67,382,981 45,464,847 3,250,718,303

December 31, 2015


Cost 12,269,499 150,449,476 905,798,788 2,287,633,288 1,941,078,956 344,842,765 74,225,686 45,464,847 5,761,763,305
Accumulated depreciation - (66,615,512) (339,275,284) (1,012,441,024) (892,703,377) (193,167,100) (6,842,705) - (2,511,045,002)

Net book value 12,269,499 83,833,964 566,523,504 1,275,192,264 1,048,375,579 151,675,665 67,382,981 45,464,847 3,250,718,303

The Company has compared the borrowing costs of investment loans which has taken in foreign currency to the TL market loan interest. There is no foreign
exchange differences which has been recognized under property, plant and equipment within the context of TMS 23 according to the cumulative approach
as of December 31, 2015 (December 31, 2014: TL 3,215,770).

There is no collateral, pledge or mortgage on tangible assets as of December 31, 2015 and 2014.

(*) The Company makes a part of its truck sales with buyback commitment and trucks sold in this scope are monitored in “Vehicles” under Property, Plant and Equipment and their cost
value amounts to TL 52,608,072 (December 31, 2014: None).

Notes to financial statement


Ford Otomotiv Sanayi A.Ş for the period ended December 31, 2015
(Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)

10. Property, plant and equipment (continued)

Land Machinery & Models & Fixtures & Construction


Land improvements Buildings equipments moulds furnitures Vehicles in progress Total

December 31, 2013


Cost 11,874,536 133,726,199 598,698,603 1,625,015,040 1,246,999,402 262,563,957 7,758,660 313,146,729 4,199,783,126
Accumulated depreciation - (55,890,046) (280,669,273) (808,726,624) (668,384,053) (152,428,549) (2,615,530) - (1,968,714,075)

Net book value 11,874,536 77,836,153 318,029,330 816,288,416 578,615,349 110,135,408 5,143,130 313,146,729 2,231,069,051

For the year ended


December 31, 2014
Opening net book value 11,874,536 77,836,153 318,029,330 816,288,416 578,615,349 110,135,408 5,143,130 313,146,729 2,231,069,051
Additions - 8,512,882 6,849,011 593,720,880 409,251,039 55,720,679 5,840,233 94,731,261 1,174,625,985
Transfers - 166,232 269,208,399 65,121,127 36,219,555 2,413,403 8,203,930 (381,332,646) -
143

Disposals - - (2,988,668) (41,639,841) (1,140,654) (9,254,681) (5,461,602) - (60,485,446)


Depreciation charge - (5,252,978) (27,264,420) (120,151,454) (91,233,102) (21,944,727) (1,711,345) - (267,558,026)
Disposals from accumulated
2015 Faaliyet Raporu

- - 846,790 39,774,538 1,093,244 7,907,604 1,108,844 - 50,731,020


depreciation

Closing net book value 11,874,536 81,262,289 564,680,442 1,353,113,666 932,805,431 144,977,686 13,123,190 26,545,344 3,128,382,584

December 31, 2014


Cost 11,874,536 142,405,313 871,767,345 2,242,217,206 1,691,329,342 311,443,358 16,341,221 26,545,344 5,313,923,665
Accumulated depreciation - (61,143,024) (307,086,903) (889,103,540) (758,523,911) (166,465,672) (3,218,031) - (2,185,541,081)

Net book value 11,874,536 81,262,289 564,680,442 1,353,113,666 932,805,431 144,977,686 13,123,190 26,545,344 3,128,382,584

Reports Sustainability Ford Otosan in 2015 Management and Assessments Ford Otosan at a Glance
FORD OTOSAN 2015 Faaliyet Raporu

Notes to financial statement

Ford Otomotiv Sanayi A.Ş


Notes to financial statement
Ford Otomotiv Sanayi A.Ş for the period ended December 31, 2015

Ford Otosan at a Glance


for the period ended December 31, 2015 (Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)
(Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)

10. Property, plant and equipment (continued) 11. Intangible assets (continued)
The carrying amounts of fully depreciated property, plant and equipment are as follows: The Company compared the borrowing costs of investment loans in foreign currency to the TL market loan interest and foreign
exchange differences and interest costs equal to an amount of TL 1,935,895 (December 31, 2014: TL None) has been recognized
December 31, 2015 December 31, 2014 under property, plant and equipment according to the cumulative approach within the context of TMS 23 as of December 31,
2015.
Moulds and models 618,908,035 426,456,991
Development
Machinery and equipment 323,154,392 140,971,016 December 31, 2013 Other Total
Rights Development cost costs in progress
Furniture and fixtures 77,658,937 66,229,622

Management and Assessments


Buildings 72,617,558 24,354,268
Cost 31,670,385 479,714,678 359,259,892 6,460,411 877,105,366
Land improvements 8,385,921 2,143,387
Accumulated amortization (26,112,104) (432,417,596) - (3,263,387) (461,793,087)
Vehicles 1,171,533 1,034,888

Net book value 5,558,281 47,297,082 359,259,892 3,197,024 415,312,279


1,101,896,376 661,190,172

The allocation of depreciation expense as of December 31, 2015 and 2014 is as follows: For the period ended December 31, 2014

December 31, 2015 December 31, 2014


Opening net book value 5,558,281 47,297,082 359,259,892 3,197,024 415,312,279
Additions 3,754,159 - 138,495,787 - 142,249,946
Cost of production (Note 18) 310,119,674 249,626,194
Transfers 2,464,916 289,006,120 (291,471,036) - -
Research and development expenses (Note 19) 12,260,974 6,643,680
Disposals (17,027,885) (345,349,348) - - (362,377,233)
General administrative expenses (Note 19) 5,661,197 5,140,745
Depreciation charge (11,245,800) (25,303,958) - (622,367) (37,172,125)
Selling and marketing expenses (Note 19) 2,348,415 2,094,317
Disposals from accumulated depreciation 17,027,885 345,349,348 - - 362,377,233
Associated with construction in progress 4,820,546 4,053,090
Closing net book value 531,556 310,999,244 206,284,643 2,574,657 520,390,100
Associated with other production overheads 6,558,900 -

341,769,706 267,558,026 December 31, 2014

Ford Otosan in 2015


11. Intangible assets Cost 20,861,575 423,371,450 206,284,643 6,460,411 656,978,079
Accumulated amortization (20,330,019) (112,372,206) - (3,885,754) (136,587,979)
Development costs
December 31, 2014 Development cost
Rights in progress Other Total
Net book value 531,556 310,999,244 206,284,643 2,574,657 520,390,100

Cost 20,861,575 423,371,450 206,284,643 6,460,411 656,978,079


The allocation of amortization charges relating to December 31, 2015 and 2014 is as follows:
Accumulated amortization (20,330,019) (112,372,206) - (3,885,754) (136,587,979)
December 31, 2015 December 31, 2014
Net book value 531,556 310,999,244 206,284,643 2,574,657 520,390,100

Cost of production (Note 18) 54,649,900 29,553,299


For the period ended December 31, 2015
General administrative expenses (Note 19) 5,479,645 4,738,532

Opening net book value 531,556 310,999,244 206,284,643 2,574,657 520,390,100 Research and development expenses (Note 19) 2,893,359 2,652,184

Sustainability
Additions 7,071,420 50,546,552 25,049,394 - 82,667,366 Selling and marketing expenses (Note 19) 173,679 146,168

Transfers 3,168,205 175,497,097 (178,665,302) - - Associated with construction in progress 141,081 81,942

Depreciation charge (8,775,735) (53,620,143) - (941,786) (63,337,664)


63,337,664 37,172,125

Closing net book value 1,995,446 483,422,750 52,668,735 1,632,871 539,719,802


12. Prepaid expenses
December 31, 2015 Short term prepaid expenses: December 31, 2015 December 31, 2014

Cost 31,101,200 649,415,099 52,668,735 6,460,411 739,645,445


Advances given for inventories 30,252,325 22,955,408
Accumulated amortization (29,105,754) (165,992,349) - (4,827,540) (199,925,643)
Other prepaid expenses 4,874,379 6,935,107

Reports
Net book value 1,995,446 483,422,750 52,668,735 1,632,871 539,719,802
35,126,704 29,890,515
There is no carrying amounts of fully depreciated intangible assests as of December 31,2015.

144 145
FORD OTOSAN 2015 Faaliyet Raporu

Notes to financial statement

Ford Otomotiv Sanayi A.Ş


Notes to financial statement
Ford Otomotiv Sanayi A.Ş for the period ended December 31, 2015

Ford Otosan at a Glance


for the period ended December 31, 2015 (Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)
(Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)

12. Prepaid expenses (continued) 13. Provision, contingent assets and liabilities (continued)

Movements in the warranty expense provision during the period is as follows:


Long term prepaid expenses: December 31, 2015 December 31, 2014

2015 2014
Advances given for investments (*) 91,555,915 132,481,035

At January 1 61,084,163 57,685,649


91,555,915 132,481,035

Management and Assessments


(*) Investment advances given are related to the Company’s new vehicle investments. TL 71,583,140 (December 31, 2014: TL 121,787,063) is given to domestic
vendors as mould advances and TL 19,972,775 (December 31, 2014: TL 10,693,972) is given for the new investments.
Paid during the period (91,524,556) (77,861,272)
Additions during the period (Note 19) 132,055,334 81,259,786
13. Provision, contingent assets and liabilities

The Company recognizes 2 and 3 years of warranty provision for the vehicles sold by dealers for malfunctions described in At December 31 101,614,941 61,084,163
the sales agreements. Warranty expense provision is estimated by considering vehicles under warranty as of the statement
of financial position date and warranty claims of vehicles sold in previous years on a model basis.

Short term provisions: Letters of guarantee and letters of credit December 31, 2015 December 31, 2014

December 31, 2015 December 31, 2014


Letters of guarantee given to financial institutions due to bank loans 1,004,243,815 1,015,293,576
Letters of guarantee given to customs 31,869,492 32,814,155
Warranty expense provision 58,132,589 34,839,839
Letters of guarantees given to other parties 6,154,028 9,259,141
Provisions for sales premium (*) 28,409,910 19,054,389

1,042,267,335 1,057,366,872
86,542,499 53,894,228

Ford Otosan in 2015


(*) Provisions for sales premium is composed of expense accruals related with dealer vehicle stock at the reporting date (Note 2.3). Letters of guarantee given December 31, 2015 December 31, 2014
Original Original
Long term provisions:
currency TL currency TL

December 31, 2015 December 31, 2014


Euro 326,097,162 1,036,206,341 332,751,008 938,590,767
USD 13,000 37,798 45,325,598 105,105,529
Warranty expense provision 43,482,352 26,244,324
TL 6,023,196 6,023,196 13,670,576 13,670,576
Provisions for lawsuit 39,394,943 20,018,564

1,042,267,335 1,057,366,872
82,877,295 46,262,888

The provisions for lawsuit risks relating to period is as follows:

Sustainability
2015 2014

At January 1 20,018,564 16,952,947

Paid during the period (5,546,642) (3,863,826)


Additions during the period 24,923,021 6,929,443

At December 31 39,394,943 20,018,564

Reports
146 147
FORD OTOSAN 2015 Faaliyet Raporu

Notes to financial statement

Ford Otomotiv Sanayi A.Ş


Notes to financial statement
Ford Otomotiv Sanayi A.Ş for the period ended December 31, 2015

Ford Otosan at a Glance


for the period ended December 31, 2015 (Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)
(Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)

13. Provision, contingent assets and liabilities (continued) 14. Commitments

The allocation of collaterals, pledges and mortgages as of December 31,2015 and 2014 as follows: Commitments related with bank loans used by the Company are as follows:

a) Based on the credit agreements made by the Company in 2014, amounting to Euro 80,000,000 with Citibank A.Ş. and
Collaterals, pledges and mortgages given by the Company December 31, 2015 December 31, 2014
Euro 20,000,000 with T.C. Ziraat Bankası A.Ş., Euro 20,000,000 with Akbank TA.Ş in 2013 and based on the credit
agreements made by the Company in 2011, Euro 60,000,000 with Vakıflar Bankası T.A.O., the Company is required
A. Total amount of collaterals/pledges/mortgages given for to ensure that its export proceeds up to an amount equal to Euro 180,000,000 is transacted through the accounts of
1,042,267,335 1,057,366,872 these banks. The Company fulfilled these commitments as of December 31, 2015.
its own legal entity

Management and Assessments


b) Based on the 1 year credit agreements made by the Company in 2015, amounting to Euro 40,000,000 with Yapı Kredi
B. Total amount of collaterals/pledges/mortgages given for and amounting to Euro 40,000,000 with İş Bankası A.Ş. totally Euro 80,000,000, the Company is required to ensure
- -
participations included in entire consolidation that its export proceeds up to an amount equal to Euro 80,000,000 is transacted through Yapı Kredi accounts and
Euro 80,000,000 is transacted through İş Bankası totally TL 160,000,000 for the year 2015. The Company fulfilled
these commitments as of December 31, 2015.
C. Total amount of collaterals/pledges/mortgages given
to assure debts of third parties, for the purpose of - - c) Based on the credit agreements made by the Company with Türkiye İhracat Kredi Bankası A.Ş. (Eximbank);
conducting the business activities
• With 8 months term credit amounting to Euro 66,000,000 used in May 2014 an amount of Euro 66,000,000 and,
• With 4 months term credit amounting to Euro 15,000,000 used in October 2014 an amount of Euro 15,000,000 and,
D. Total amount of other collaterals/pledges/mortgages • With 8 months term credit amounting to TL 42,000,000 used in October 2014 an amount of USD 18,753,349 and,
given • With 4 months term credit amounting to Euro 20,000,000 used in December 2014 an amount of Euro 20,000,000 and,
- -
i. Total amount of collaterals/pledges/mortgages given • With 4 months term credit amounting to Euro 60,000,000 used in December 2014 an amount of USD
for the parent company 26,559,249 export is required to be ensured by the Company.
ii. Total amount of collaterals/pledges/mortgages given • With 8 months term credit amounting to Euro 66,000,000 used in January 2015 an amount of Euro 66,000,000 and
for other related companies that do not fall into B and - - • With 4 months term credit amounting to Euro 34,475,000 used in April 2015 an amount of Euro 35,000,000.
C sections
The Company fulfilled these commitments as of December 31, 2015.
iii. Total amount of collaterals/pledges/mortgages given
- -
for third parties that do not fall into C section Company, also from Türkiye İhracat Kredi Bankası A.Ş (Eximbank);

Ford Otosan in 2015


• With 4 months term credit amounting to Euro 35,000,000 used in June 2015 an amount of Euro 35,000,000 and
Total 1,042,267,335 1,057,366,872 • With 8 months term credit amounting to Euro 35,000,000 used in June 2015 an amount of Euro 35,000,000
export is required to be ensured and
As of December 31, 2015 and 2014, total amount of the collaterals, pledges and mortgages obtained by the Company are as • With 8 months term credit amounting to Euro 70,000,000 used in September 2015 an amount of Euro
follows : 70,000,000 export is required to be ensured by the Company.
Letters of guarantee taken Operational lease commitments

December 31, 2015 December 31, 2014 Future lease payments under non-cancellable operating lease of the Company is as follows:
Original Original
currency TL currency TL

Sustainability
TL 145,171,087 145,171,087 158,638,831 158,638,831
Euro 11,514,769 36,589,331 7,532,016 21,245,559
USD 46,250 134,477 - -

181,894,895 179,884,390

Tax dispute:

Fiscal Administration, imposed tax amount related to the fuel consumption for export vehicles for the years between 2007
and 2009, amounting to TL 11,982,710 which includes Special Consumption Tax, tax penalty and related interest. As a result

Reports
of consultations with their advisors, the Company filed an appeal lawsuit at the court. The Company won the first lawsuits at
the court filed separately for each year and the appeal processes.The courts are in the process of revision of decision.

148 149
FORD OTOSAN 2015 Faaliyet Raporu

Notes to financial statement

Ford Otomotiv Sanayi A.Ş


Notes to financial statement
Ford Otomotiv Sanayi A.Ş for the period ended December 31, 2015

Ford Otosan at a Glance


for the period ended December 31, 2015 (Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)
(Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)

14. Commitments (continued) 15. Employee benefits (continued)

Operational lease commitments December 31, 2015 December 31, 2014 TFRS requires actuarial valuation methods to be developed to estimate the Company’s obligation under defined benefit
plans, accordingly, the following actuarial assumptions were used in the calculation of the total liability:

Within 1 year 6,511,876 4,209,394 December 31, 2015 December 31, 2014
Between 1 year to 5 years 8,272,270 5,756,400
Discount rate (%) 10.4 8.2
14,784,146

Management and Assessments


9,965,794 Expected salary increase rate(%) 5.5 4.5
Net discount rate 4.60 3.50
15. Employee benefits

Liabilities for employee benefit obligations: Turnover rate to estimate the probability of retirement (%) 3.5 3.2

The principal assumption is that the maximum liability for each year of service will increase in line with inflation. Thus the
December 31, 2015 December 31, 2014
discount rate applied represents the expected real rate after adjusting for the anticipated effects of future inflation. Since the
Company calculates the reserve for employee benefits once a year, the maximum amount of TL 3,828.37 which was effective
Salaries and social charges payable 44,554,668 33,605,366 as of September 1, 2015 (January 1, 2014 - December 31,2014 - TL 3.438,22) has been used in the calculations.

Social security premiums payable 18,487,894 17,867,688 Movements in the provision for employee benefits during the year are as follows:
Withholding income tax payable 23,539,659 18,442,695
Other 1,914,536 1,719,121 2015 2014

88,496,757 71,634,870 At January 1 87,700,826 79,586,962

Provision for employee benefits:


Interest cost 9,077,036 7,560,762

Ford Otosan in 2015


December 31, 2015 December 31, 2014 Current year service cost 16,047,460 10,937,616
Paid during the period (10,544,799) (13,334,069)

Provision for employee benefits 87,579,319 87,700,826 Actuarial (gain) / loss (14,701,204) 2,949,555

Provision for unused vacation pay liability 18,962,425 15,100,417


At December 31 87,579,319 87,700,826

106,541,744 102,801,243 The sensitivity analysis of the assumptions which was used for the calculation of provision for employee benefits as of
December 31, 2015 is below:
Provision for employee benefits:

There are no agreements for pension commitments other than the legal requirement as explained below. Turnover rate related to the
  Net discount rate
probability of retirement
Under the Turkish Labour Law, the Company is required to pay termination benefits to each employee who has completed %0.5 0.5% %0.5

Sustainability
one year of service and whose employment is terminated without due cause, or who is called up for military service, dies or Sensitivity level 0.5% increase
decrease increase decrease
retires after completing 25 years of service (20 years for women) and achieves the retirement age (58 for women and 60 for
men).
Rate (%) (4.10) (5.10) 95.97 96.97
The amount payable consists of one month’s salary limited to a maximum of TL 3,828.37 for each year of service as of
December 31, 2015 (December 31, 2014 – TL 3,438.22). Change in provision for employee benefits 4,818,867 (4,412,933) 5,216,522 (4,791,254)

The liability is not funded, as there is no funding requirement. The provision has been calculated by estimating the present
value of the future probable obligation of the Company arising from the retirement of the employees.

Reports
150 151
FORD OTOSAN 2015 Faaliyet Raporu

Notes to financial statement

Ford Otomotiv Sanayi A.Ş


Notes to financial statement
Ford Otomotiv Sanayi A.Ş for the period ended December 31, 2015

Ford Otosan at a Glance


for the period ended December 31, 2015 (Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)
(Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)

16. Other current assets 17. Equity (continued)

In accordance with Communiqué numbered II-14.1 “Communiqué on the Principles of Financial Reporting In Capital Markets”
December 31, 2015 December 31, 2014
(“the Communiqué”) announced by the Capital Markets Board of Turkey (“CMB”) on June 13, 2013 which is published on
Official Gazette numbered 28676, “Share Capital”, “Restricted Reserves” and “Share Premiums” shall be carried at their
VAT to be deductible (*) 204,667,078 135,919,140 statutory amount. The valuation differences shall be classified as follows:
Prepaid taxes and withholding 5,149,079 7,795,742 - “the difference arising from the “Paid-in Capital” and not been transferred to capital yet, shall be classified under the
Other 21,494,333 16,043,010 “Inflation Adjustment to Share Capital’’,
- the difference due to the inflation adjustment of “Restricted reserves” and “Share premium” and the amount has not

Management and Assessments


been utilized in dividend distribution or capital increase yet, shall be classified under “Retained earnings”,
231,310,490 159,757,892
Other equity items shall be carried at the amounts calculated based on TAS. Adjustment to share capital has no use other than
(*) VAT to be deductible is related to the ongoing process of refund of export VAT receivable related to November and December of 2015. being transferred to paid-in share capital.
17. Equity Listed companies distribute dividend in accordance with the Communiqué No. II-19.1 issued by the CMB which is effective from
February 1, 2014. Companies distribute dividends in accordance with their dividend payment policies settled and dividend
The composition of the Company’s paid-in capital as of December 31,2015 and 2014 is as follows: payment decision taken in general assembly and also in conformity with relevant legislations. The communiqué does not
constitute a minimum dividend rate. Companies distribute dividend in accordance with the method defined in their dividend
  Shareholders Shareholders policy or articles of incorporation. In addition, dividend can be distributed by fixed or variable installments and advance
dividend can be paid in accordance with profit on year end financial statements of the Company.
December
Share percentage December 31, percentage
31, In accordance with the Turkish Commercial Code (TCC), unless the required reserves and the dividend for shareholders as
Shareholders Group 2015 (%) 2014 (%) determined in the article of association or in the dividend distribution policy of the company are set aside, no decision may
be made to set aside other reserves, to transfer profits to the subsequent year or to distribute dividends to the holders of
usufruct right certificates, to the members of the board of directors or to the employees; and no dividend can be distributed
Koç Holding A.Ş. B 134,953,357 38.46 134,953,357 38.46 to these persons unless the determined dividend for shareholders is paid in cash.
Temel Ticaret A.Ş. B 2,355,885 0.67 2,355,885 0.67
In accordance with the General Assembly Meeting dated as of March 23, 2015, the Company has decided to distribute dividends
Ford Motor Company C 143,997,036 41.04 143,997,036 41.04 from the net profit of the year 2014, at the rate of 57%, with a total amount of TL 200,018,700, as 57.00 kuruş gross (48.45

Ford Otosan in 2015


Vehbi Koç Vakfı A 3,558,449 1.01 3,428,592 0.98 net) for each share with a value of TL 1. The Company made the dividend payment in April 2015. (2014: The Company has paid
dividend at the rate of 50%, that is gross Kr 50 (net Kr 42.50) per TL 1 share, amounting to TL 175,455,000 in total).
Koç Holding Emekli Yardım Sandığı Vakfı A 3,259,202 0.93 3,259,202 0.93
Other (Publicly held) A 62,786,071 17.89 62,915,928 17.92 The management of the Company has reassessed the investment process and the economic conditions the Company is in and
  in accordance with the Extraordinary General Aseembly meeting dated October 14, 2015, it has decided on the distribution of
cash dividend at a rate of 57%, with a total amount of TL 200,018,700, as 57.00 kuruş gross (48.45 net) for each share with a
Total 350,910,000 100 350,910,000 100 value of TL 1. The Company made the dividend payment in October 2015.

Inflation adjustment to share capital 27,920,283 27,920,283


 
Inflation adjusted paid in capital 378,830,283 378,830,283

Adjustment to share capital represents the restatement effect of cash and cash equivalent contributions to share.

Sustainability
There are 35,091,000,000 unit of shares (December 31, 2014: 35,091,000,000 unit) with a nominal value of Kr 1 each.

The legal reserves consist of first and second reserves, appropriated in accordance with the Turkish Commercial Code (“TCC”).
The TCC stipulates that the first legal reserve is appropriated out of statutory profits at the rate of 5% per annum, until the total
reserve reaches 20% of the Company’s paid-in capital. The second legal reserve is appropriated at the rate of 10% per annum of
all cash distributions in excess of 5% of the paid-in capital, Under the TCC; the legal reserves can be used only to offset losses,
unless legal reserve does not exceed at the rate of 50% of the paid-in capital.

In accordance with CMB Financial Reporting Standards, the Company classified the above mentioned reserves under “Restricted
reserves”, the amount of restricted reserves is TL 438,410,802 as of December 31, 2015 (December 31, 2014 – TL 472,233,474).

Reports
152 153
FORD OTOSAN 2015 Faaliyet Raporu

Notes to financial statement

Ford Otomotiv Sanayi A.Ş


Notes to financial statement
Ford Otomotiv Sanayi A.Ş for the period ended December 31, 2015

Ford Otosan at a Glance


for the period ended December 31, 2015 (Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)
(Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)

17. Equity (continued) 17. Equity (continued)

In accordance with Communiqué No: II-14,1, “Communiqué on the Principles of Financial Reporting In Capital Markets”, equity Inflation adjustment difference in equity can be utilized in issuing bonus shares and in offsetting accumulated losses; the
schedule at December 31, 2015 and December 31, 2014 are as follows: carrying amount of extraordinary reserves can be utilized in issuing bonus shares, cash dividend distribution and offsetting
accumulated losses.
December 31, 2015 December 31, 2014
Otokar shares which are publicly traded in BIST are valued at their closing price as of December 31, 2015 and December 31,
2014. As of December 31, 2015 fair value change (positive) amounting to TL 407,387 net of deferred tax, (December 31, 2014
Share capital 350,910,000 350,910,000 – TL 4,240,823) is shown in statement of other comprehensive income.
27,920,283

Management and Assessments


Inflation adjustment to share capital 27,920,283
The net of tax effects of the changes in the statement of other comprehensive income and the effects of the changes in
Share premium 8,252 8,252
accumulated income and expense under equity are as follows:
Revaluation funds 11,066,300 10,658,913
Net loss on cash flow hedge (154,407,851) (6,039,879) 2015 2014
Actuarial (loss) arising from employee benefits (1,652,515) (13,413,478)
Restricted reserves 438,410,802 472,233,474 January 1 (8,794,444) (106,970,695)
- Legal reserves 438,410,802 472,233,474
Retained earnings 1,545,689,403 1,317,048,020 Increase in revaluation fund of available for sale financial assets 407,387 4,240,823

- Inflation adjustment to equity 428,301,244 428,301,244 Actuarial gain / (loss) arising from employee benefits 11,760,963 (2,359,644)

- Extraordinary reserves 1,117,388,159 872,873,599 Accumulated (loss) / gain from cash flow hedge (148,367,972) 96,295,072

- Other reserves - 5,992,341


- Other retained earnings - 9,880,836 December 31 (144,994,066) (8,794,444)

Net income for the period 841,910,674 594,856,111


18. Revenue and cost of sales
Share capital 3,059,855,348 2,754,181,696

December 31, 2015 December 31, 2014


The readjusted amounts and equity inflation adjustment differences of the historical values shown above for the year ended
December 31, 2015 and 2014 are as follows:

Ford Otosan in 2015


Export sales 10,723,040,628 7,687,446,929
Domestic sales 6,688,999,850 4,678,922,359
December 31, 2015: Historical values Adjusted values Equity inflation adjustment differences
Other sales 71,995,603 64,423,992
Less: Discounts (737,639,341) (505,956,773)
Share capital 350,910,000 378,830,283 27,920,283
Legal reserves 438,410,802 497,163,406 58,752,604
16,746,396,740 11,924,836,507
Extraordinary reserves 1,117,388,159 1,486,533,175 369,145,016
Share premium 8,252 361,733 353,481 Units of vehicle sales:
Other reserves - 50,143 50,143
December 31, 2015 December 31, 2014
Export Total Domestic
1,906,717,213 2,362,938,740 456,221,527 Domestic sales Export sales Total sales
sales sales sales

Sustainability
December 31, 2014: Historical values Adjusted values Equity inflation adjustment differences
Transit Custom 6,713 129,362 136,075 4,536 109,274 113,810
Transit 30,001 92,997 122,998 21,687 62,189 83,876
Share capital 350,910,000 378,830,283 27,920,283
Transit Courier 34,678 30,131 64,809 20,836 19,229 40,065
Legal reserves 472,233,474 530,986,078 58,752,604
Passenger vehicles 43,713 362 44,075 33,650 301 33,951
Extraordinary reserves 872,873,599 1,242,018,615 369,145,016
Cargo 7,924 747 8,671 6,853 963 7,816
Share premium 8,252 361,733 353,481
New Transit Connect 2,953 12 2,965 356 - 356
Other reserves 5,992,341 6,042,484 50,143 Ranger 1,116 33 1,149 430 - 430
Transit Connect - - - 2,690 - 2,690
1,702,017,666 2,158,239,193 456,221,527

Reports
127,098 253,644 380,742 91,038 191,956 282,994

154 155
FORD OTOSAN 2015 Faaliyet Raporu

Notes to financial statement

Ford Otomotiv Sanayi A.Ş


Notes to financial statement
Ford Otomotiv Sanayi A.Ş for the period ended December 31, 2015

Ford Otosan at a Glance


for the period ended December 31, 2015 (Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)
(Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)

18. Revenue and cost of sales (continued) 19. Research and development expenses, marketing and sales expenses, general administrative expenses
(continued)
Summaries of cost of production as of December 31, 2015 and 2014 are as follows:
December 31, 2015 December 31, 2014
December 31, 2015 December 31, 2014

Research and development expenses:


Raw material cost (11,450,879,353) (8,148,853,314)
Production overhead costs (955,424,076) (735,188,418) Personnel expenses (133,677,904) (91,836,043)
Depreciation and amortization expenses (Note 10 &11) (364,769,574) (279,179,493) Project costs (89,777,061) (48,014,869)

Management and Assessments


Change in finished goods inventory 252,363,773 (86,176,027) Mechanization expense (15,805,825) (8,601,467)
Depreciation and amortization expenses (Note 10 &11) (15,154,333) (9,295,864)
Total production cost (12,518,709,230) (9,249,397,252) Other (11,308,235) (13,793,793)

Cost of trade goods sold (2,367,802,272) (1,544,852,280) (265,723,358) (171,542,036)

Total cost of sales (14,886,511,502) (10,794,249,532) 20. Expenses by nature

19. Research and development expenses, marketing and sales expenses, general administrative expenses The classification of expenses by nature for the year ended at December 31, 2015 and 2014 is as follows:

December 31, 2015 December 31, 2014 December 31, 2015 December 31, 2014

Selling and marketing expenses: Raw material cost (11,450,879,353) (8,148,853,314)


Cost of trade goods sold (2,367,802,272) (1,544,852,280)
Warranty expenses (132,055,334) (81,259,786) Personnel expenses (789,410,549) (610,205,629)
Advertising expenses (71,273,709) (50,237,611) Financial expenses (608,302,946) (531,263,990)
Personnel expenses (63,908,360) (46,337,390) Other operational expenses (578,734,395) (383,934,294)

Ford Otosan in 2015


Vehicle transportation expenses (56,893,061) (39,262,797) Other overhead expenses (438,061,140) (323,617,861)

Export expenses (15,766,713) (9,866,000) Depreciation and amortization expenses (393,586,843) (300,595,118)

Dealer and service development expenses (14,747,420) (10,792,174) Other operational expenses (178,218,799) (107,623,291)

Spare parts transportation and packaging expenses (13,901,385) (15,473,003) Change in finished goods inventory 252,363,773 (86,176,027)
Expenses from investing activities (2,586,121) (7,027,419)
Depreciation and amortization expense (Note 10 &11) (2,522,094) (2,240,485)
Other (36,661,202) (21,593,654)
Total expenses (16,555,218,645) (12,044,149,223)

(407,729,278) (277,062,900) 21. Other operating income/expenses

General administrative expenses: December 31, 2015 December 31, 2014

Personnel expenses (74,391,128) (60,432,629) Other operating income and gains:

Sustainability
Legal, consulting and auditing expenses (38,357,577) (18,797,330)
Credit finance gains 87,484,628 46,359,110
Grants and donations (17,948,323) (8,548,147)
Depreciation and amortization expense (Note 10 &11) (11,140,842) (9,879,277) Foreign exchange gains related to trade receivables and payables 75,779,288 29,231,288

New project administrative expenses (7,668,926) (18,972,497) License fees income 16,195,376 16,168,862

Duties, taxes and levies (7,590,020) (5,986,079) Price difference and claim recovery 22,076,466 9,126,007
Commission income 5,543,270 4,109,599
Organization expenses (6,917,393) (7,906,409)
Rent income 4,524,018 4,904,368
Travel expenses (6,568,435) (4,676,212)
Adjustments of prior period corporate tax 1,603,217 6,284,532
Repair, maintenance and energy expenses (5,346,017) (4,007,811)
Other 20,483,625 5,954,587
Other (29,861,290) (16,173,664)

Reports
233,689,888 122,138,353
(205,789,951) (155,380,055)

156 157
FORD OTOSAN 2015 Faaliyet Raporu

Notes to financial statement

Ford Otomotiv Sanayi A.Ş


Notes to financial statement
Ford Otomotiv Sanayi A.Ş for the period ended December 31, 2015

Ford Otosan at a Glance


for the period ended December 31, 2015 (Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)
(Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)

21. Other operating income/expenses (continued) 24. Tax assets and liabilities (continued)

In Turkey, there is no procedure for a final and definitive agreement on tax assessments. Companies file their tax declarations
December 31, 2015 December 31, 2014
to the Tax Office within the 25th of the fourth month following the close of the financial year.

Other operating expenses and losses: Tax returns are open for five years from the beginning of the year that follows the date of filing during which time the tax
authorities have the right to audit tax returns, and the related accounting records on which they are based, and may issue re-
assessments based on their findings.
Credit finance charge (118,228,066) (75,089,070)
Under the Turkish taxation system, tax losses can be carried forward to offset against future taxable income for up to five

Management and Assessments


Foreign exchange losses related to trade receivables and
years. Tax losses cannot be carried back to offset profits from previous periods.
payables (55,447,158) (28,197,529)
Other (4,543,575) (4,336,692) There are many exemptions in Corporate Tax Law regarding corporations. Those related to the Company are explained below:

Dividend gains from shares in capital of another corporation subject to resident taxpaying (except dividends from investment
(178,218,799) (107,623,291) funds participation certificates and investment trusts shares) are exempt from corporate.

22. Financial income The Company capitalizes the R&D expenses made within the scope of the Code no 5746 in its legal books. According to the
provisions of the same Code, the Company makes calculation within the framework of the related legislation over the R&D
December 31, 2015 December 31, 2014 expenses incurred, and utilizes R&D deduction exemption at the rate of 100% for the portion of expenses allowed by the
Code.

Foreign exchange gains 422,061,340 373,097,298 As of December 31, 2015 the Company used R&D deduction of TL 388,456,048 (December 31, 2014: TL 101,538,224) in return
Interest income 18,073,562 10,229,855 for the legal tax.

The decree on Government Subsidies for Incentives regulating investment incentives was published in the official gazette and
440,134,902 383,327,153 became effective on 16 July 2009. Within the scope of this decree, the Company acquired a large-scaled investment incentive
certificate subject investment is located in the 1. Region and has a 30% rate of contribution to investment. As of the statement
23. Financial expenses of the financial position date, in the framework of the related investment incentive certificates, an investment expense of
TL 559,294,788 (December 31,2014: TL 559,294,788) was made and subject to document expenditures is completed. The

Ford Otosan in 2015


Company used a discount on corporate tax for its Transit Custom model for TL 1,516,253 and this amount has been deducted
December 31, 2015 December 31, 2014
from the total deferred tax asset (December 31,2014: TL 133,302).

Foreign exchange losess (547,254,333) (447,406,556) The decree on Government Subsidies for Incentives re-regulating investment incentives was published in the official gazette
and became effective on June 19, 2012. The Company reevaluated its existing investments and within the scope of above
Interest expenses (50,891,179) (51,957,623) mentioned new decree acquired a privileged investment incentive certificate amounting to TL 1,194,397,995 for the investment
Other financial expenses (10,157,434) (31,899,811) of its new generation Transit model and a privileged investment incentive certificate amounting to TL 697,393,702 for the
new model Transit Courier investment in the light commercial vehicle segment. In addition to vehicle investments, in 2013,
the Company acquired a privileged investment incentive certificate amounting to TL 187,378,832 for the production of new
(608,302,946) (531,263,990) 6 and 4 cylinder engines for the produced Ford Cargo and Ford Transit vehicles. In December 2014, the Company received
a privileged investment incentive amounting to TL 331,362,274 and with a 40% rate of contribution to investment for the
24. Tax assets and liabilities expanding investment for the production of Euro 6 emission trucks which will be put into use in the year 2018 in the Eskişehir
Inönü plant. The investments will benefit from the 5. Region contributions according to the new incentive regulation and has
Corporate Tax Law was amended by the Law No, 5520 dated June 13, 2006. Law No, 5520 came into force as of 21 June 2006, a 40% rate of contribution to investment. Since the Privileged Investment Incentive Certificate amounting to TL 1,194,397,995
but many of the provisions came into force effective from January 1, 2006. Accordingly, the corporate tax rate for the fiscal year received for the New Generation Transit expenses exceeds TL 1 billion, the Company can benefit from the additional 10% rate

Sustainability
2015 is 20% (December 31, 2014 - 20%). Corporate tax is payable at a rate of 20% on the total income of the Company after of contribution to investment. As of the date of statement of financial position, the investment expenditures amounting to TL
adjusting for certain disallowable expenses, corporate income tax exemptions (participation exemption, investment incentive, 1,979,492,125 (December 31, 2014: TL 1,720,868,735 TL) was made in the framework of the related new investment incentive
etc) and corporate income tax deductions (like research and development expenditures deduction). No further tax is payable certificates and the Company utilized discounted corporate taxation amounting to TL 29,775,718 (December 31, 2014: TL
unless the profit is distributed. 2,302,054) in the current year and this amount has been deducted from the total deferred tax asset.

Dividends paid to non-resident corporations, which have a place of business in Turkey, or resident corporations are not subject
to withholding tax, otherwise, dividends paid are subject to withholding tax at the rate of 15%, an increase in capital via issuing
bonus shares is not considered as a profit distribution and thus does not incur withholding tax.

Corporations are required to pay advance corporate tax quarterly at the rate of 20% on their corporate income. Advance tax
is payable by the 17th of the second month following each calendar quarter end. Advance tax paid by corporations is credited

Reports
against the annual corporation tax liability. The balance of the advance tax paid may be refunded or used to set off other
liabilities to the government.

158 159
FORD OTOSAN 2015 Faaliyet Raporu

Notes to financial statement

Ford Otomotiv Sanayi A.Ş


Notes to financial statement
Ford Otomotiv Sanayi A.Ş for the period ended December 31, 2015

Ford Otosan at a Glance


for the period ended December 31, 2015 (Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)
(Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)

24. Tax assets and liabilities (continued) 24. Tax assets and liabilities (continued)

The Company’s net tax position as of December 31, 2015 and 2014 are as follows: The breakdown of cumulative temporary differences and the resulting deferred tax assets and liabilities as at December
31,2015 and 2014 using the current enacted tax rates is as follows:
December 31, 2015 December 31, 2014
Cumulative temporary differences Deferred tax assets/(liabilities)
December 31, December 31, December 31, December 31,
Current year corporate tax expense 8,960,182 708,815
2015 2014 2015 2014
Prepaid tax and withholding (8,960,182) (708,815)

Management and Assessments


Deferred tax assets:

Current years’ profit tax liability - -


Investment incentive tax asset 2,051,305,469 1,840,604,884 718,282,976 665,294,714
The taxation on income for the periods ended December 31, 2015 and 2014 are as follows. Expense accruals and other provisions 91,120,092 55,984,341 18,224,017 12,111,313
Employee benefits provision 87,579,318 87,700,826 17,515,863 18,454,610
December 31, 2015 December 31, 2014 Warranty expense provision 101,614,941 61,084,163 20,322,988 12,216,833
Inventories 37,140,141 21,192,176 7,428,029 4,238,435
Current year corporate tax expense (8,960,182) (708,815)
Current year tax effect of cash flow hedge (37,155,174) 24,002,090 781,773,873 712,315,905

Deferred tax 22,197,791 181,150,586


Deferred tax liabilities:

(23,917,565) 204,443,861 Tangibles and intangibles 1,334,003,727 1,111,489,590 (266,800,745) (222,297,918)


Income accruals and other 62,200,994 32,507,837 (12,440,198) (6,501,568)
Calculation of the tax expense reconciliation using the current period tax expense in the statement of profit or loss as at
December 31, 2015 and 2014 and current tax ratio based on income before tax is as follows:
(279,240,943) (228,799,486)

Ford Otosan in 2015


December 31, 2015 December 31, 2014
Net deferred tax asset 502,532,930 483,516,419

Income before tax: 865,828,239 390,412,250 Deferred tax movements are as follows:
Effective tax rate 20% 20%
Charged to statement Charged to
Current year tax expense (173,165,648) (78,082,450)
of profit or loss as comprehensive
R&D deduction 77,691,210 20,307,645 January 1, 2015 December 31, 2015
income/ income statement as
Investment incentive exemption 84,280,233 261,954,296 (expense) income/(expense)

Other temporary differences (12,723,360) 264,370


Deferred tax liabilities:

(23,917,565) 204,443,861 Tangible and intangible assets (222,297,918) (44,502,827) - (266,800,745)


Income accruals and other (6,501,568) (5,917,190) (21,440) (12,440,198)

Sustainability
The Company calculates deferred tax assets and liabilities from the temporary differences identified during the evaluation
of the differences between the statement of financial position prepared under TFRS and financial statements prepared for
tax purposes. Deferred tax assets:

Investment incentive tax asset 665,294,714 52,988,262 - 718,282,976


Expense accruals and other 12,111,313 6,332,303 (219,599) 18,224,017
Provision for employee benefits 18,454,610 2,001,494 (2,940,241) 17,515,863
Warranty expense provision 12,216,833 8,106,155 - 20,322,988
Inventories 4,238,435 3,189,594 - 7,428,029

Reports
Deferred tax asset, net 483,516,419 22,197,791 (3,181,280) 502,532,930

160 161
FORD OTOSAN 2015 Faaliyet Raporu

Notes to financial statement

Ford Otomotiv Sanayi A.Ş


Notes to financial statement
Ford Otomotiv Sanayi A.Ş for the period ended December 31, 2015

Ford Otosan at a Glance


for the period ended December 31, 2015 (Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)
(Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)

24. Tax assets and liabilities (continued)


26. Transactions and balances with related parties (continued)
Charged to Charged to a) Receivables from related parties:
statement of comprehensive
January 1, December 31,
profit or loss income i) Trade receivable from related parties
2014 2014
as income/ statement as
(expense) income/(expense)
December 31, 2015 December 31, 2014
Due from shareholders:
Deferred tax liabilities:

Management and Assessments


Ford Motor Company and its subsidiaries 607,913,100 588,906,685
Tangible and intangible assets (151,727,358) (70,570,560) - (222,297,918)
Income accruals and other (4,399,061) (1,879,306) (223,201) (6,501,568)
607,913,100 588,906,685

Deferred tax assets:


Due from group companies (*):

Investment incentive tax asset 405,775,774 259,518,940 - 665,294,714


Otokoç Otomotiv Ticaret ve Sanayi A.Ş. 398,883,026 335,195,671
Expense accruals and other 15,111,217 (3,084,643) 84,739 12,111,313
Other 1,189,090 7,815,883
Provision for employee benefits 16,210,642 1,654,057 589,911 18,454,610
Warranty expense provision 11,537,130 679,703 - 12,216,833
400,072,116 343,011,554
Inventories 9,406,040 (5,167,605) - 4,238,435

Less: Unearned credit finance income (4,443,648) (2,378,919)


Deferred tax asset, net 301,914,384 181,150,586 451,449 483,516,419

Ford Otosan in 2015


25. Earnings per share 1,003,541,568 929,539,320
(*) The Company’s shareholders’ subsidiaries and affiliate.
December 31, 2015 December 31, 2014
Export sales mainly consist of sales to Ford Motor Company. Payments terms and conditions are specified in the business
agreements with Ford Motor Company. Receivables from the Ford Motor Company are due in 14 days and receivables are
Net income for the year (TL) 841,910,674 594,856,111 collected regularly.
Weighted average number of shares with nominal 35,091,000,000 35,091,000,000
Per the domestic dealership agreement between Ford Otomotiv Sanayi A.Ş. and Otokoç Otomotiv Ticaret ve Sanayi A.Ş., the
Companies have a vehicle and spare parts trade connection. As mentioned in Note 7, the Company’s receivables from Otokoç
Earnings per share with nominal value of Kr 1 each 2.40 Kr 1.70 Kr Otomotiv Ticaret ve Sanayi A.Ş. is due in 25 days on average and sales of spare parts is due in 70 days on average.

26. Transactions and balances with related parties

Related party can be defined according to whether one of the companies has control over the others or has significant effect
on its financial and administrative decisions. The Company, is controlled by Koç Holding A.Ş. and Ford Motor Company. In the

Sustainability
financial statements, shareholder companies, shareholders and financial fixed assets and other group companies’ assets are
shown as related parties.

The related party balances at December 31, 2015 and December 31,2014 and the transactions with related parties during the
year are as follows:

Reports
162 163
FORD OTOSAN 2015 Faaliyet Raporu

Notes to financial statement

Ford Otomotiv Sanayi A.Ş


Notes to financial statement
Ford Otomotiv Sanayi A.Ş for the period ended December 31, 2015

Ford Otosan at a Glance


for the period ended December 31, 2015 (Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)
(Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)

26. Transactions and balances with related parties (continued) 26. Transactions and balances with related parties (continued)

b) Payables to related parties: c) Sales to related parties:

i) Trade payables to related parties: December 31, 2015 December 31, 2014

December 31, 2015 December 31, 2014 Ford Motor Company and its subsidiaries (*) 10,565,585,058 7,522,035,457
Otokoç Otomotiv Ticaret ve Sanayi A.Ş.(**) 1,951,634,537 1,296,436,288
Due to shareholders: Other 29,281,454 28,396,334

Management and Assessments


12,546,501,049 8,846,868,079
Ford Motor Company and its subsidiaries 494,737,376 385,850,467

Less: Financial income from credit sales (25,908,163) (13,126,540)


494,737,376 385,850,467
12,520,592,886 8,833,741,539

Due to group companies (*): (*) The Company, exports vehicle, spare parts and engineering service to Ford Motor Company.
(**) The Company has a vehicle and spare parts trade in accordance with domestic dealer agreement with Otokoç Otomotiv Ticaret ve Sanayi A.Ş.

Zer Merkezi Hizmetler ve Ticaret A.Ş. 28,142,499 35,718,844 d) Material, service and fixed asset purchases from related parties:
Ram Dış Ticaret A.Ş. 25,937,221 27,844,300
Otokoç Otomotiv Ticaret ve Sanayi A.Ş. 13,648,434 2,368,753 January 1 – December 31, 2015
Fixed
Koç Sistem Bilgi ve İletişim Hizmetleri A.Ş. 4,364,843 2,517,307 Material Service Total
Assets
Opet Fuchs Madeni Yağ Sanayi ve Ticaret A.Ş. 2,657,774 1,650,963
Setur Servis Turistik A.Ş. 5,550,939 4,523,762 Domestic purchases:
Koçtaş Yapı Marketleri Sanayi ve Ticaret A.Ş. 2,750,112 1,772,226 Zer Merkezi Hizmetler ve Ticaret A.Ş. 12,831,463 199,736,164 100,272 212,667,899

Ford Otosan in 2015


AKPA Dayanıklı Tüketim LPG ve Akaryakıt Ürünleri Pazarlama A.Ş. 1,116,824 968,527 Ram Dış Ticaret A.Ş. 143,209,126 - - 143,209,126

Ram Sigorta Aracılık Hizmetleri A.Ş. 306,518 334,758 Setur Servis Turistik A.Ş. - 19,648,903 - 19,648,903

Other 2,064,003 8,166,933 Koç Sistem Bilgi ve İletişim Hizmetleri A.Ş. - 5,066,404 14,408,975 19,475,379
Koç Holding A.Ş.(**) - 17,486,707 - 17,486,707
AKPA Dayanıklı Tüketim LPG ve Akaryakıt Ürünleri Pazarlama A.Ş. 17,123,061 - - 17,123,061
86,539,167 85,866,373
Otokoç Otomotiv Ticaret ve Sanayi A.Ş. - 13,341,066 2,506,759 15,847,825
Ark İnşaat Sanayi ve Ticaret A.Ş. - - 12,255,383 12,255,383
Less: Unearned credit finance expense (566,455) (513,147) Koçtaş Yapı Marketleri Sanayi ve Ticaret A.Ş. 9,295,573 - 53,185 9,348,758
Ram Sigorta Aracılık Hizmetleri A.Ş.(*) - 9,034,266 - 9,034,266
580,710,088 471,203,693 Opet Fuchs Madeni Yağ Sanayi ve Ticaret A.Ş. 6,881,706 - - 6,881,706
Opet Petrolcülük A.Ş. 5,396,790 - - 5,396,790

(*) The Company’s shareholders’ subsidiaries, business associates and affiliates Tanı Pazarlama İlet.Hiz.A.Ş. - 2,154,265 - 2,154,265

Sustainability
Other 1,002,150 4,413,805 - 5,415,955
ii) Other payables to related parties
195,739,869 270,881,580 29,324,574 495,946,023
December 31, 2015 December 31, 2014
Less: Financial expense from credit purchases (5,170,344) - - (5,170,344)
Koç Tüketici Finansmanı A.Ş. 9,088,850 5,708,354
Koç Holding A.Ş. 8,374,053 3,136,045 190,569,525 270,881,580 29,324,574 490,775,679

Yapı ve Kredi Bankası A.Ş. 2,450,054 1,815,783 (*) Contains paid and accrued premium amounts for the interim periods ended December 31, 2015 and 2014 within the context of insurance policies signed
with insurance Companies through the agency of Ram Sigorta Aracılık Hizmetleri A.Ş.

Reports
(**) It includes remuneration of expenses, occurred related to companies provided services in care of Koç Holding A.Ş. including personnel and key
management expenses in acknowledgement of services such as finance, law, tax and key management given to companies in the company structure of
19,912,957 10,660,182 our main partner Koç Holding A.Ş, which are billed to our Company as a result of its distribution in the framework of “11-Intra-group Services” of General
Communique numbered 1 on Distribution of Hidden Income through Transfer Pricing.

164 165
FORD OTOSAN 2015 Faaliyet Raporu

Notes to financial statement

Ford Otomotiv Sanayi A.Ş


Notes to financial statement
Ford Otomotiv Sanayi A.Ş for the period ended December 31, 2015

Ford Otosan at a Glance


for the period ended December 31, 2015 (Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)
(Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)

26. Transactions and balances with related parties (continued) 26. Transactions and balances with related parties (continued)

f) License fees received from Jiangling Motors Corporation, a subsidiary of Ford Motor Company, included in other
January 1 – December 31, 2014
income:
Material Service Fixed assets Total
December 31, 2015 December 31, 2014
Domestic purchases:
16,195,376 16,168,862

Management and Assessments


Zer Merkezi Hizmetler ve Ticaret A.Ş. 8,535,471 162,509,645 80,124 171,125,240 g) Donations to Koç Group foundations, included in general administrative expenses:
Ram Dış ticaret A.Ş. 95,815,113 - - 95,815,113
Ark İnşaat Sanayi ve Ticaret A.Ş. - - 75,565,048 75,565,048 December 31, 2015 December 31, 2014

Eltek Elektrik Enerjisi İth.İhr.ve Top.Tic. A.Ş. - 31,975,370 - 31,975,370


AKPA Dayanıklı Tüketim LPG ve Akaryakıt Ürünleri 16,859,837 8,020,204
17,362,621 - - 17,362,621
Pazarlama A.Ş.
h) The details of deposits in related banks and loans obtained from related banks:
Koç Sistem Bilgi ve İletişim Hizmetleri A.Ş. - 8,295,918 5,204,389 13,500,307
Setur Servis Turistik A.Ş. - 13,409,807 - 13,409,807 Deposits in related banks: December 31, 2015 December 31, 2014
Koç Holding A.Ş. - 12,280,000 - 12,280,000
Otokoç Otomotiv Ticaret ve Sanayi A.Ş. - 8,429,560 934,815 9,364,375 Yapı ve Kredi Bankası A.Ş.

Ram Sigorta Aracılık Hizmetleri A.Ş. - 7,747,257 - 7,747,257


Koçtaş Yapı Marketleri Sanayi ve Ticaret A.Ş. 6,546,647 - 76,522 6,623,169 - Banks - foreign currency time deposits 187,918,693 103,811,998
- Banks - TL time deposits 50,075,956 3,766,408
Opet Petrolcülük A.Ş. 5,549,024 - - 5,549,024
- Banks - TL demand deposits 21,817,638 75,300,493
Opet Fuchs Madeni Yağ Sanayi ve Ticaret A.Ş. 4,650,867 - - 4,650,867
- Banks - foreign currency demand deposits 2,765,023 13,657,312
Other 1,418,060 5,494,619 180,000 7,092,679

Ford Otosan in 2015


262,577,310 196,536,211
139,877,803 250,142,176 82,040,898 472,060,877

Less: Financial expense from credit purchases (2,353,692) - - (2,353,692) Loans obtained from related banks December 31, 2015 December 31, 2014

Yapı ve Kredi Bankası A.Ş. - 10,970,246


137,524,111 250,142,176 82,040,898 469,707,185
ı) Commission income:
Material, vehicle and service purchases from abroad:

December 31, 2015 December 31, 2014


December 31, 2015 December 31, 2014

Koç Tüketici Finansmanı A.Ş 3,064,162 1,784,086


Ford Motor Company and its subsidiaries 6,707,163,367 4,634,719,963

Sustainability
Yapı ve Kredi Bankası A.Ş. 2,449,854 2,319,890

e) License fees paid to Ford Motor Company included in cost of sales:


5,514,016 4,103,976
December 31, 2015 December 31, 2014
i) Commission expense:

123,196,041 80,023,983 December 31, 2015 December 31, 2014

Koç Tüketici Finansmanı A.Ş. 68,054,348 35,511,123


Yapı ve Kredi Bankası A.Ş. 24,962,006 22,580,673

Reports
93,016,354 58,091,796

166 167
FORD OTOSAN 2015 Faaliyet Raporu

Notes to financial statement

Ford Otomotiv Sanayi A.Ş


Notes to financial statement
Ford Otomotiv Sanayi A.Ş for the period ended December 31, 2015

Ford Otosan at a Glance


for the period ended December 31, 2015 (Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)
(Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)

26. Transactions and balances with related parties (continued) 27. Financial instruments and financial risk management

Commissions paid to Koç Tüketici Finansmanı A.Ş. and Yapı ve Kredi Bankası A.Ş. are credit commissions related to sales to The table below summarizes the Company’s exposure to foreign currency exchange rate risk at December 31, 2015 and 2014.
last customers by dealers and are recorded as sales discounts in statement of profit or loss. The carrying amount of the Company’s foreign currency denominated assets and liabilities, categorized by currency have
been presented below:
j) Interest income:
December 31, 2015
December 31, 2015 December 31, 2014
TL

Management and Assessments


Yapı ve Kredi Bankası A.Ş. 2,852,934 2,445,163 (Functional
Euro GBP
currency) USD
k) Dividend income:
1. Trade receivables 639,702,631 19,887,088 183,119,000 -
December 31, 2015 December 31, 2014
2. Monetary financials assets (including cash and
710,789,723 9,847,089 214,628,526 35,976
cash equivalents)
Otokar Otomotiv ve Savunma Sanayi A.Ş. 468,664 585,830 3. Other 149,260,400 851,460 46,001,808 141,686

l) Compensation of key management personnel: 4. Current assets (1 + 2 + 3) 1,499,752,754 30,585,637 443,749,334 177,662
5. Monetary financial assets - - - -
The Company defines its key management personnel as board of directors’ members, general managers, assistant general
6. Non-current assets (5) - - - -
managers and directors reporting directly to the general manager (Note 2).
7. Total assets (4+6) 1,499,752,754 30,585,637 443,749,334 177,662
Compensation of key management personnel includes salaries, premiums, Social Security Institution employer’s contribution, 8. Trade payables 643,244,457 19,645,101 183,652,520 592,953
employer’s contribution of unemployment insurance and the attendance fees.
9. Financial liabilities (*) 1,259,731,319 - 396,441,125 -
The total amount of compensation given to key management personnel of the Company as of December 31, 2015 was TL 10. Other monetary liabilities 54,924,629 272,973 17,020,104 11,127
38,807,706 (December 31, 2014: TL 20,849,674). TL 15,109,538 part of this amount is related to payments made to key
11. Short term liabilities (8 + 9 + 10) 1,957,900,405 19,918,074 597,113,749 604,080
management personnel leaving their jobs because of retirement at the end of the year and the remaining parts consists of

Ford Otosan in 2015


short term benefits. 12. Financial liabilities (*) 1,301,034,627 - 409,439,397 -
13. Long term liabilities (12) 1,301,034,627 - 409,439,397 -
14. Total liabilities (11 + 13) 3,258,935,032 19,918,074 1,006,553,146 604,080

15. Net foreign currency assets / (liabilities)


(1,759,182,278) 10,667,563 (562,803,812) (426,418)
position (7 - 14)
16. Net monetary foreign currency assets /
(1,908,442,678) 9,816,103 (608,805,620) (568,104)
(liabilities) (1 + 2 + 5 - 8 - 9 - 10 - 12)

(*) The Company’s net foreign exchange position is mainly due to long term Euro denominated loans obtained to fund its investments. The Company is hedged
for the foreign currency exhange risk of a portion of those Euro denominated loans amounting to TL 1,799,243,241 by export agreements signed with Ford
Motor Company. (December 31, 2014 TL 1,665,624,667).

Sustainability
Reports
168 169
FORD OTOSAN 2015 Faaliyet Raporu

Notes to financial statement

Ford Otomotiv Sanayi A.Ş


Notes to financial statement
Ford Otomotiv Sanayi A.Ş for the period ended December 31, 2015

Ford Otosan at a Glance


for the period ended December 31, 2015 (Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)
(Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)

27. Financial instruments and financial risk management (continued) 27. Financial instruments and financial risk management (continued)
Foreign exchange risk
December 31, 2014
The Company is exposed to foreign exchange risk primarily against to Euro and partly against to USD. The foreign exchange
TL risk of the Company arises from long-term Euro investment loans.

(Functional December 31, 2015


USD Euro GBP
currency)
Profit/(loss) before taxation

Appreciation in foreign currency / depreciation in foreign currency

Management and Assessments


1. Trade receivables 622,702,244 9,606,819 212,750,045 89,246
Increase by %10 Decrease by %10
2. Monetary financials assets (including cash
405,925,946 700,998 143,057,316 216,520
and cash equivalents) Change in USD against TL

3. Other 72,186,327 1,799,732 23,929,423 143,268


US Dollar net (liabilities) / assets 3,101,701 (3,101,701)
4. Current assets (1 + 2 + 3) 1,100,814,517 12,107,549 379,736,784 449,034
US Dollar net hedged amount - -
5. Monetary financial assets - - - - US Dollar net- (gain) / (loss) 3,101,701 (3,101,701)
6. Non-current assets (5) - - - -
Change in Euro against TL
7. Total assets (4+6) 1,100,814,517 12,107,549 379,736,784 449,034
8. Trade payables 455,531,517 25,083,134 139,682,834 935,143
Euro net (liabilities) / assets (178,836,539) 178,836,539
9. Financial liabilities (*) 876,984,412 - 310,910,203 - Euro net hedged amount 179,924,324 (179,924,324)
10. Other monetary liabilities 3,275,252 1,093,284 152,900 85,857 Euro net- gain / (loss) 1,087,785 (1,087,785)

11. Short term liabilities (8 + 9 + 10) 1,335,791,181 26,176,418 450,745,937 1,021,000


Change in other foreign currency against TL
12. Financial liabilities (*) 1,360,646,538 - 482,379,033 -
13. Long term liabilities (12) 1,360,646,538 - 482,379,033 - Other foreign currency denominated net (liabilities)/assets (183,389) 183,389

14. Total liabilities (11 + 13) 2,696,437,719 26,176,418 933,124,970 1,021,000 Other foreign currency denominated- hedged amount - -

Ford Otosan in 2015


Other foreign currency denominated net -(loss)/gain (183,389) 183,389

15. Net foreign currency assets / (liabilities) December 31, 2014


(1,595,623,202) (14,068,869) (553,388,186) (571,966)
position (7 - 14)
Profit/(loss) before taxation
16. Net monetary foreign currency assets /
(1,667,809,529) (15,868,601) (577,317,609) (715,234)
(liabilities) (1 + 2 + 5 - 8 - 9 - 10 – 12) Appreciation in foreign currency / depreciation in foreign currency

Increase by %10 Decrease by %10

Change in USD against TL

US Dollar net (liabilities) / assets (3,262,430) 3,262,430

US Dollar net hedged amount - -

US Dollar net- (loss) / gain (3,262,430) 3,262,430

Sustainability
Change in Euro against TL

Euro net (liabilities) / assets (156,094,206) 156,094,206

Euro net hedged amount 166,590,542 (166,590,542)

Euro net- (loss) / gain 10,496,336 (10,496,336)

Change in other foreign currency against TL

Other foreign currency denominated net assets/(liabilities) (205,684) 205,684

Other foreign currency denominated- hedged amount - -

Reports
Other foreign currency denominated net -gain/(loss) (205,684) 205,684

170 171
FORD OTOSAN 2015 Faaliyet Raporu

Notes to financial statement

Ford Otomotiv Sanayi A.Ş


Notes to financial statement
Ford Otomotiv Sanayi A.Ş for the period ended December 31, 2015

Ford Otosan at a Glance


for the period ended December 31, 2015 (Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)
(Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)

27. Financial instruments and financial risk management (continued) 27. Financial instruments and financial risk management (continued)

The comparative amounts for total export and import amounts for the year ended December 31, 2015 and 2014 are as follows: Liquidity risk

The table below shows the liquidity risk arising from financial liabilities of the Company:
December 31, 2015 December 31, 2014

Total
Up to 3 Between Between Longer than
Total export amount 10,723,040,628 7,687,446,929 December 31, 2015 Book value contractual
months 3-12 months 1-5 years 5 years
cash outflow
Total import amount 7,604,322,626 5,817,722,210

Management and Assessments


The Company’s net assets are exposed to foreign exchange risk which arises from export sales. To minimize its foreign Non-derivative
currency risk the Company follows a balanced foreign currency position policy. The foreign currency exposure arising from financial instruments
foreign currency denominated borrowings and trade payables is managed through assets denominated in foreign currency.

Interest rate risk Financial liabilities 2,560,765,946 2,647,594,767 268,800,935 999,393,360 1,324,541,145 54,859,327

The Company’s interest rate sensitive financial instruments are as follows:


Trade payables
- Related party 580,710,088 581,276,543 581,276,543 - - -
December 31, 2015 December 31, 2014
- Other 1,732,940,277 1,743,208,811 1,743,208,811 - - -

Fixed interest rate financial instruments


Other liabilities
- Related party 19,912,957 19,912,957 19,912,957 - - -
Financial assets 943,904,919 548,926,849
- Other 47,709,326 47,709,326 47,709,326 - - -

Financial liabilities 1,200,477,184 1,211,675,030

Ford Otosan in 2015


Floating interest rate financial instruments

Financial liabilities 1,350,982,522 1,118,601,879

If the interest rates of floating interest-bearing Euro denominated borrowings were 100 basis points higher/lower with all
other variables held constant, profit before tax for the year would have been lower/higher by TL 3,106,241 at December 31,
2015 (December 31, 2014 – TL 2,035,480) due to higher/lower interest expense.

Sustainability
Reports
172 173
FORD OTOSAN 2015 Faaliyet Raporu

Notes to financial statement

Ford Otomotiv Sanayi A.Ş


Notes to financial statement
Ford Otomotiv Sanayi A.Ş for the period ended December 31, 2015

Ford Otosan at a Glance


for the period ended December 31, 2015 (Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)
(Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)

27. Financial instruments and financial risk management (continued) 27. Financial instruments and financial risk management (continued)

Fair value hierarchy table


Total Between Between
Up to 3 Longer than
December 31, 2014 Book value contractual 3-12 1-5
months 5 years The Company classifies the fair value measurement of financial instruments reported at fair value according to their source
cash outflow months years
of valuation inputs, using the three-level hierarchy, as follows:

Non-derivative financial Level 1: Market price valuation techniques for the determined financial instruments traded in markets (unadjusted)
instruments
Level 2: Other valuation techniques that includes direct or indirect observable inputs

Management and Assessments


Financial liabilities 2,349,987,527 2,444,575,377 279,990,058 726,379,072 1,264,204,264 174,001,983 Level 3: Valuation techniques that does not contain observable market inputs

As of December 31, 2015 and 2014, the Company’s hierarchy table for its assets and liabilities recorded at fair value are as
Trade payables follows:
- Related party 471,203,693 471,716,840 471,716,840 - - -
December 31, 2015
- Other 1,325,187,809 1,332,727,390 1,332,727,390 - - - Level1 (*) Level 2 (**) Level 3
Assets at fair value
Other liabilities
Financial asset available-for-sale -Otokar 12,625,805 - -
- Related party 10,660,182 10,660,182 10,660,182 - - -
- Other 39,685,718 39,685,718 39,685,718 - - - Total assets 12,625,805 - -

Liabilities at fair value


Derivative financial
liabilities Cash flow hedge swap transaction - - -

Total Liabilities - - -
Derivative financial

Ford Otosan in 2015


344,734 344,734 - 344,734 - - (*) Fair value is calculated at market prices per the Stock Exchange market at the reporting date,
instruments
(**) Fair value is calculated from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i,e, as
prices) or indirectly (i,e, derived from prices).

December 31, 2014


Level1 (*) Level 2 (**) Level 3
Assets at fair value

Financial asset available-for-sale -Otokar 12,196,978 - -

Total assets 12,196,978 - -

Liabilities at fair value

Cash flow hedge swap transaction - 344,734 -

Sustainability
Total Liabilities - 344,734 -
(*) Fair value is calculated at market prices per the Stock Exchange market at the reporting date,
(**) Fair value is calculated from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i,e, as
prices) or indirectly (i,e, derived from prices).

Reports
174 175
FORD OTOSAN 2015 Faaliyet Raporu

Notes to financial statement

Ford Otomotiv Sanayi A.Ş


Notes to financial statement
Ford Otomotiv Sanayi A.Ş for the period ended December 31, 2015

Ford Otosan at a Glance


for the period ended December 31, 2015 (Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)
(Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)

28. Derivative financial instruments 30. Deferred revenue

December 31, 2015 December 31, 2014 December 31, 2015 December 31, 2014

Derivative financial instruments: Advances taken 7,548,188 9,548,207

Long term financial derivatives - 344,734 7,548,188 9,548,207

Management and Assessments


- 344,734 December 31, 2015 December 31, 2014

In 2014, The Company has obtained a long term loan in foreign currency with a floating rate from the international market and
Long term deferred revenue 6,983,689 -
entered into a long-term swap transaction to fix the interest rate and hedge against interest rate risk. As of December 31, 2015
, there is no long term loan in foreign currency with a floating rate from the international market.
6,983,689 -
There is an effective foreign currency cash flow hedge relationship between foreign currency long term financial borrowings
related with investment expenditures (non derivative hedging instrument) and highly probable forecast transaction export 31. Other long term liabilities
sales receivables (hedged item). In the frame of the manufacturing agreement signed with Ford Motor Company, the
Company will associate a portion of estimated export revenue from April 1, 2013 to December 2021 with long term financial
borrowings. December 31, 2015 December 31, 2014

December 31, 2015 December 31, 2014 Other long term liabilities (*) 47,328,044 -

Cash flow hedge reserve: 47,328,044 -


(*) The Company makes a part of its fleet truck sales agreement with buyback commitments and sales made in this scope are monitored under “Other
Long Term Liabilities”. The buyback commitments are 3 years on average.
Amount recognized in other comprehensive income 213,470,771 (55,615,261)

Ford Otosan in 2015


Amount recycled from other comprehensive income to 32. Government incentives and grants
statement of profit or loss (27,694,905) (64,395,189)
The Company received two investment incentives both greater than TL 250 million in December 2010, under the scope of
the Council of Minister’s decision numbered 2009/15199 and dated 14/07/2009. Based on this decision, the Company can
185,775,866 (120,010,450) deduct 30% of the costs of fixed assets purchases related with new investments, from the tax base, at the time investment
is completed and the revenue is started to be earned. Of these investments, the investment on the New Transit Custom
29. Income and expenses from investing activites factory amounting to TL 559,294,788 was completed and the rate of contribution to investment is used in tax calculations.
The incentive certificate received as per the Decree of the Council of Ministers numbered 2009/15199 for the investment of
December 31, 2015 December 31, 2014 the new lightweight commercial vehicle Transit Courier was cancelled upon request of the Company since the investment
will continue with the incentive which has a 40% rate of contribution to investment as explained below.

Income from investing activities: Additionally, the Company reevaluated its existing investments within the scope of the decree on Government Subsidies
for Incentives re-regulating investment incentives, which was published in the official gazette in 2013 and became effective
Dividend income 468,664 585,830
on 19 June 2012, and in order to benefit from privileged investment incentive regarding new decree, acquired a privileged
Gain on sales of property, plant and equipment - 3,673,630 investment incentive certificate amounting to TL 1,194,397,995 for the investment of its new generation Transit model and a

Sustainability
privileged investment incentive certificate amounting to TL 697,393,702 for the new model Transit Courier investment in the
light commercial vehicle segment. In addition to vehicle investments, in 2013, the Company acquired a privileged investment
468,664 4,259,460 incentive certificate amounting to TL 187,378,832 for the production of new 6 and 4 cylinder engines for the produced Ford
Cargo and Ford Transit vehicles. Subject investment incentives has a 40% rate of contribution to investment. Since the
December 31, 2015 December 31, 2014 Privileged Investment Incentive Certificate amounting to TL 1,194,397,995 received for the New Generation Transit expenses
exceeds TL 1 billion, the Company can benefit from the additional 10% rate of contribution to investment.

Expenses from investing activities:


Loss on sales of property, plant and equipment (2,586,121) (7,027,419)

Reports
(2,586,121) (7,027,419)

176 177
FORD OTOSAN

Notes to financial statement


Ford Otomotiv Sanayi A.Ş for the period ended December 31, 2015
(Amounts expressed in Turkish Lira (“TL”) unless otherwise indicated.)

32. Government incentives and grants (continued)


Trade Name Authorized Capital
In December 2014, the Company received a privileged investment incentive amounting to TL 331,362,274 and with a 40%
rate of contribution to investment for the expanding investment for the production of Euro 6 emission trucks which will be put Ford Otomotiv Sanayi A.Ş. TL 5000,00,000
into use in the year 2018 in the Eskişehir Inönü plant.

33. Subsequent events Trade Registry Number Paid-in Capital


There is no significant subsequent event to be disclosed.
73232 TL 350,910,000

34. Disclosure of other matters Central Registration System


Number (MERSIS)
There are no other matters other than stated above, which would materially affect or that would have material effect on
the financial statements, required for the purpose of understanding and interpreting the financial statements or on their 6151881823298226
interpretation and understandability.

Centers
Kocaeli Plants İnönü Plant
Denizevler Mah. Ali Uçar Cad. No:53 Bozüyük - Kütahya Yolu Üzeri 8. km
Gölcük / Kocaeli 26670 İnönü / Eskişehir
Tel: +90 262 315 50 00 Tel: +90 222 213 20 00

Sancaktepe Spare Parts Sancaktepe Engineering


Distribution Center Center
Akpınar Mah. Hasan Basri Cad. No:2 Akpınar Mah. Hasan Basri Cad.
34885 Sancaktepe / İstanbul 34885 Sancaktepe / İstanbul
Tel: +90 216 564 71 00 Tel: +90 216 664 90 90

Investor Relations Contacts


Aslı Selçuk Burak Çekmece Gülçin Öztitiz
Investor Relations Manager Treasury and Risk Manager Investor Relations Specialist
aselcuk@ford.com.tr (Responsible for Compliance with goztitiz@ford.com.tr
+90 216 564 74 99 Capital Markets Law) +90 216 564 74 95
bcekmece@ford.com.tr
+90 216 564 74 80

Website
www.fordotosan.com.tr

Legal Disclaimer:
This Annual Report (“Report”), including the Board of Directors’ Report about the operations and financials of 2015, Auditors’ Report, Financial Statements
and the Independent Audit Report, was prepared in compliance with the legal regulations in force, to be presented to the Ordinary General Assembly of Ford
Otosan A.Ş. (Company) to take place on the 29th of March 2015 Tuesday at 15:00 in Divan Hotel Istanbul, Elmadağ at the address Asker Ocağı Caddesi No. 1,
34367 Şişli, Istanbul. The Report was written only to inform the shareholders, and does not serve the purpose to lay the ground for any investment decision. The
opinions stated in the Report regarding the future and projections reflect the Company Management’s view on the future situation; their materialization may differ
depending on the variables and assumptions that yield the projections. Accordingly, the Company or Members of the Board of Directors, advisors or employees
cannot be held liable for any information or communication conveyed as part of this Report or for any direct or indirect loss and damages that may be incurred on
any individual because of information based on/omitted from the content of this report. It is believed that all information in the Report was accurate at the time of
preparation. The Company rejects any responsibility for errors that may occur during writing or printing.

178

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