Amadeus IT Holding, S.A. IT H… · · 2018-01-30Amadeus IT Holding, ... Trade debtors and other accounts receivable 30,266 28,726 ... 9.6 Periods open for tax audit and tax audit

Amadeus IT Holding, S.A.

Auditors’ Report,

Annual Accounts and

Directors’ Report for

the year ended

December 31, 2014


Auditors’ Report

for the year ended

December 31, 2014


Annual Accounts for

the year ended

December 31, 2014

AMADEUS IT HOLDING, S.A.

Balance sheet at December 31, 2014

(Expressed in thousands of euros - KEUR)

Notes 1 to 14 and appendix described in the attached notes to the annual accounts are part of the balance sheet at December 31, 2014

ASSETS Note 31/12/2014 31/12/2013

NON-CURRENT ASSETS

1,255,442 1,254,015 Long-term investments in Group companies 11.2 1,255,207 1,253,923

Equity instruments 6 507,785 507,785

Loans to companies 747,422 746,138

Deferred tax assets 9.1 235 92

CURRENT ASSETS

316,535 278,636

Trade debtors and other accounts receivable 30,266 28,726

Accounts receivable, Group companies 11.2 585 98

Other accounts receivable 8 2

Current tax assets 9.1 29,672 28,461

Other accounts receivable from Public Administrations 9.1 1 165

Short-term investments in Group companies 11.2 247,545 249,174

Loans to companies 142,948 17,627

Other financial assets 104,597 231,547

Prepaid expenses 122 312

Cash and cash equivalents 38,602 424

Cash 38,602 424

TOTAL ASSETS 1,571,977 1,532,651


Balance sheet at December 31, 2014


Notes 1 to 14 and appendix described in the attached notes to the annual accounts are part of the balance sheet at December 31, 2014

NET EQUITY AND LIABILITIES Note 31/12/2014 31/12/2013

NET EQUITY 7 344,453 605,474

Shareholders’ equity 344,453 605,474

Capital 4,476 4,476

Additional paid-in-capital 1,074,091 1,074,091

Reserves (564,803) (587,189)

Legal reserve 895 895

Other reserves (565,698) (588,084)

Treasury shares (352,150) (32,805)

Net profit / (loss) for the year 324,911 280,287

Interim dividend (142,072) (133,386)

NON-CURRENT LIABILITIES 748,614 747,299

Long-term provisions 8

774 743

Other provisions 774 743

Long-term debts with Group companies 11.2 747,422 746,138

Deferred tax liabilities 9.1 418 418

CURRENT LIABILITIES 478,910 179,878

Short-term liabilities 430,847 133,386

Other financial liabilities 7.2 & 7.3 430,847 133,386

Short-term debts with Group companies 11.2 17,628 19,394

Trade debtors and other accounts payable 30,435 27,098

Trade accounts payable 727 1,184

Accounts payable, Group companies 11.2 28,146 25,672

Personnel related liabilities 1,138 125

Other accounts payable to Public Administrations 9.1 424 117

TOTAL NET EQUITY AND LIABILITIES 1,571,977 1,532,651


Statement of income for the year ended December 31, 2014


Notes 1 to 14 and appendix described in the attached notes to the annual accounts are part of the statement of income for the year ended December 31, 2014

CONTINUING OPERATIONS Note Year 2014

Year 2013

Net trade revenue 10.1 368,788 323,074

Services rendered 1,510 1,383

Dividends and financial income from Group companies 367,278 321,691

Personnel expenses 10.2 (2,931) (832)

Salaries, wages and similar (2,617) (679)

Social benefits (314) (153)

Other operating expenses (4,561) (5,151)

External services (2,682) (3,265)

Taxes (523) (403)

Other operating expenses (1,356) (1,483)

OPERATING PROFIT / (LOSS) 361,296 317,091

Financial income 14 34

From other financial instruments and third parties 14 34

Financial expenses (38,287) (38,372)

Debts with Group companies 11.1 (37,848) (37,846)

Debts with third parties (439) (526)

Exchange rate differences 22 7

FINANCIAL PROFIT / (LOSS) (38,251) (38,331)

PROFIT / (LOSS) BEFORE TAX 323,045 278,760

Corporate Income Tax 9.4 1,866 1,527

NET PROFIT / (LOSS) FOR THE YEAR 324,911 280,287


Statement of changes in net equity for the year ended December 31, 2014


Notes 1 to 14 and appendix described in the attached notes to the annual accounts are part of the statement of changes in net equity for the year ended December 31, 2014

A) STATEMENT OF RECOGNISED INCOME AND EXPENSES

Year 2014

Year 2013

NET PROFIT / (LOSS) FOR THE YEAR 324,911

280,287

Income and expenses directly recognised in net equity - -

Transfers to the statement of income - -

TOTAL RECOGNISED INCOME AND EXPENSES 324,911 280,287


Statement of changes in net equity for the year ended December 31, 2014


Notes 1 to 14 and appendix described in the attached notes to the annual accounts are part of the statement of changes in net equity for the year ended December 31, 2014

B) TOTAL STATEMENT OF CHANGES IN EQUITY

Share Capital

Additional paid-in capital

Legal reserve

Other reserves

Treasury shares

Net profit/(loss) for the year

Interim dividend

Total

BALANCE AT DECEMBER 31, 2012 4,476 1,074,091 895 (608,955) (33,425) 228,655 (111,003) 554,734

Total recognised income/(expenses) for the year - - - - - 280,287 - 280,287

Transactions with shareholders

Dividends distribution - - - - - (111,152) (133,386) (244,538)

Treasury shares transactions - - - 14,244 610 - - 14,854

Other net equity variations

Appropriation of results - - - 6,500 - (117,503) 111,003 -

Share-based payments - - - 127 10 - - 137


Total recognised income/(expenses) for the year - - - - - 324,911 - 324,911

Transactions with shareholders

Dividends distribution - - - - - (144,720) (142,072) (286,792)

Treasury shares transactions - - - 19,651 647 - - 20,298

Share buy-back programme - - - - (320,000) - - (320,000)

Other net equity variations

Appropriation of results - - - 2,181 - (135,567) 133,386 -

Shared-based payments - - - 554 8 - - 562



Statement of cash flows for the year ended December 31, 2014


Notes 1 to 14 and appendix described in the attached notes to the annual accounts are part of the statement of cash flows for the year ended December 31, 2014

Year 2014

Year 2013

CASH FLOWS FROM OPERATING ACTIVITIES 454,555 205,437

Profit / (Loss) before tax 323,045 278,760 Adjustments for profit / (loss)

Financial income (14) (34)

Financial expenses 38,287 38,372

Exchange rate differences (22) (7)

Dividends and financial income from Group companies (367,278) (321,691)

Other revenue and expenses 561 232 Changes in working capital

Debtors and other receivables (106) (21,213)

Other current assets 190 (26)

Creditors and other payables 847 21,512

Other non-current assets and liabilities - (37) Other cash flows from operating activities

Interests paid (36,971) (38,364)

Dividends received 456,346 198,228

Interests received 36,611 37,900

Corporate Income Tax paid/received with Group companies 117,230

117,307

Corporate Income Tax paid/received with Public Administrations (114,171) (105,502) CASH FLOWS FROM INVESTING ACTIVITIES (125,320) 343

Payment due to investments

Loans to Group companies (125,320) -

Receipts due to disinvestments

Loans to Group companies - 343

CASH FLOWS FROM FINANCING ACTIVITIES (291,057) (205,471)

Receipts and payments relating to equity instruments

Acquisitions of treasury shares (31,225) -

Transfer of treasury shares 20,041 14,917 Receipts and payments relating to financial liability

Issue of borrowing from Group companies - 1,767

Repayments of borrowings from Group companies (1,767) -

Dividends and related to equity instruments payments

Dividends (278,106) (222,155)

NET INCREASE/DECREASE IN CASH AND CASH EQUIVALENTS 38,178 309

Cash and cash equivalents at beginning of year 424 115

Cash and cash equivalents at year-end 38,602 424


Notes to the annual accounts for the year ended December 31, 2014


INDEX

Note Page

1 General information and activity 1 2 Basis of presentation of the annual accounts 2.1 Regulatory financial framework applicable to the Company 3 2.2 True and fair view 3 2.3 Non-obligatory accounting principles 3 2.4 Critical aspects for measurement and estimation of uncertainty 4 2.5 Comparative information 4 2.6 Aggregated captions 4 2.7 Working capital 2.8 Changes in accounting principles 4 2.9 Correction of errors 4 3 Proposed appropriation of results 5 4 Recognition and measurement standards 4.1 Financial instruments 6 4.2 Foreign currency transactions 8 4.3 Income taxes 8 4.4 Revenue and expenses recognition 9 4.5 Provisions and contingencies 9 4.6 Equity elements of an environmental nature 9 4.7 Pension plans and other related obligations 10 4.8 Share-based payments 10 4.9 Transactions with related parties 10 5 Financial risk and capital management 10 6 Financial investments 11 7 Net equity and shareholders’ equity 7.1 Legal reserve 13 7.2 Dividends distribution 14 7.3 Treasury shares 14 8 Long-term provisions 15 9 Public Administrations and taxation

9.1 Deferred tax assets and liabilities and current balances with Public Administrations 16 9.2 Reconciliation between the net result before tax and Corporate Income Tax base 17 9.3 Tax recognised in net equity 18

9.4 Reconciliation between the net result before tax and Corporate Income Tax

expense 19 9.5 Non-recognised deferred tax assets 19 9.6 Periods open for tax audit and tax audit procedures 19

10 Revenue and expenses 10.1 Net trade revenue 21 10.2 Personnel expenses 21 10.3 Share-based payments 22

11 Transactions and balances with related parties 11.1 Transactions with related parties 24 11.2 Balances with related parties 25 11.3 Board of Directors remuneration 27 11.4 Directors’ information regarding situations of conflict of interests 29 11.5 Other information related to the Board of Directors 29 11.6 Financial structure 29

12 Other information 12.1 Auditor’s fees 29

12.2 Information regarding trade accounts payable. Additional Third Clause, ‘Information requirements’ according to Law 15/2010, dated July 5 30

12.3 Number of employees 30 12.4 Off-balance sheet commitments 31

13 Environmental information 33 14 Subsequent events 33 Appendix 34




Page 1

1. GENERAL INFORMATION AND ACTIVITY

Amadeus IT Holding, S.A. (hereinafter, ‘the Company’) was incorporated on February 4, 2005 and

registered at the Companies Register of Madrid. Its registered office is in Madrid, Salvador de Madariaga,

1.

The Company’s corporate purpose, as set out in article 2 of its corporate Bylaws, is the following:

(a) Transfer of data from and/or through computer reservation systems, including offers, reservations,

tariffs, transport tickets and/or similar, as well as any other services, including information technology

services, all of them mainly related to the transport and tourism industry, provision of computer services

and data processing systems, management and consultancy related to information systems;

(b) Provision of services related to the supply and distribution of any type of product through computer

means, including manufacture, sale and distribution of software, hardware and accessories of any type;

(c) Organisation and participation as partner or shareholder in associations, companies, entities and

enterprises active in the development, marketing, commercialisation and distribution of services and

products through computer reservation systems for, mainly, the transport or tourism industry, in any

of its forms, in any country worldwide, as well as the subscription, administration, sale, assignment,

disposal or transfer of participations, shares or interests in other companies or entities;

(d) Preparation of any type of economic, financial and commercial studies, as well as reports on real

estate issues, including those related to management, administration, acquisition, merger and corporate

concentration, as well as the provision of services related to the administration and processing of

documentation; and

(e) Acting as a holding company, for which purpose it may (i) incorporate or take holdings in other

companies, as a partner or shareholder, whatever their nature or object, including associations and

partnerships, by subscribing to or acquiring and holding shares or stock, without impinging upon the

activities of collective investment schemes, securities dealers and brokers, or other companies governed

by special laws, as well as (ii) establishing its objectives, strategies and priorities, coordinating

subsidiaries’ activities, defining financial objectives, controlling financial conduct and effectiveness and,

in general, managing and controlling them.

The direct or, when applicable, indirect performance of all business activities that are reserved by

Spanish law is excluded. If professional titles, prior administrative authorisations, entries with public

registers or other requirements are required by legal dispositions to perform an activity embraced in

the corporate object, such activity shall not commence until the required professional or administrative

requirements have been fulfilled. On the Company website, corporate Bylaws and other public

information about the Company can be consulted (www.amadeus.com).




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Amadeus IT Holding, S.A. is the parent company of the Amadeus Group (‘the Group’). The Group is a

leading transaction processor for the global travel and tourism industry, and provides advanced

technology solutions to travel providers and travel agency customers worldwide. The Group acts as an

international network for the products and travel services distribution, providing to its customers

comprehensive real-time search, pricing, booking and ticketing through its Distribution services, and

offer travel providers (principally airlines) an extensive portfolio of technology solutions which automate

certain mission-critical business processes and strategic operations, such as sales and reservations,

inventory management and other operational processes, through its IT Solutions services.

Customers include providers of travel products and services such as airlines (network, domestic, low-

cost and charter carriers), airports, hotels (independent properties and chains), tour operators

(mainstream, specialist and vertically integrated players), insurance companies, land and sea transport

companies (car rental companies, railway companies, ferry lines and cruise lines), travel sellers and

brokers (offline and online travel agencies) and travel buyers (corporations and individual travellers).

In accordance with the regulatory financial reporting framework applicable, this document only refers

to the separate annual accounts of Amadeus IT Holding, S.A. and does not represent the consolidated

annual accounts. The Company is under an obligation to prepare consolidated annual accounts, which

are presented separately in accordance with International Financial Reporting Standards as adopted by

the European Union. The consolidated annual accounts of the Group for the year 2014 have been

prepared by the Board of Directors at the meeting held on February 26, 2015. The consolidated annual

accounts of the Group for the year 2013 were approved at the Ordinary General Shareholders’ Meeting

held on June 26, 2014 and registered at the Companies Register of Madrid.

The equity of the consolidated Group as of December 31, 2014 and 2013 amounts to KEUR 1,867,433

and KEUR 1,840,067, respectively. The profit for the years 2014 and 2013 of the consolidated Group

amounts to KEUR 632,159 and KEUR 563,073, respectively.




Page 3

2. BASIS OF PRESENTATION OF THE ANNUAL ACCOUNTS

2.1 Regulatory financial reporting framework applicable to the Company

These annual accounts have been prepared by the Directors according to the legal framework of financial

information applicable to the Company, which is established in:

- Commercial Code and the rest of the commercial law.

- Generally Accepted Accounting Principles in Spain approved by the Royal Decree 1514/2007 and

their sectorial adaptations.

- The mandatory rules approved by the Accounting and Auditing Institute in Spain (ICAC) in order to

implement the Generally Accepted Accounting Principles in Spain and the relevant secondary

legislation and the rules approved by the National Security Market Commission.

- The rest of the applicable Spanish accounting standards.

2.2 True and fair view

The accompanying annual accounts were obtained from the accounting records of the Company, and

prepared in accordance with the regulatory financial reporting framework that results from the

application described above and in particular, the principles and accounting criteria. Accordingly, these

annual accounts show a true and fair view of the Company’s net equity, financial situation, results and

cash flows for the year. These annual accounts, which have been prepared by the Directors of the

Company, are subject to the approval of the Ordinary General Shareholders’ Meeting, and are expected

to be approved as they stand. The annual accounts for the year 2013 were approved at the Ordinary

General Shareholders’ Meeting held on June 26, 2014.

2.3 Non-obligatory accounting principles

For the preparation of these annual accounts, the Directors took into consideration all the mandatory

accounting principles and standards with a significant impact on the annual accounts. Additionally, non-

obligatory accounting principles have not been applied.




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2.4 Critical aspects for measurement and estimation of uncertainty

When preparing the accompanying annual accounts, estimates and assumptions, as made by the

Directors of the Company, have been applied in order to measure certain assets, liabilities, income and

expenses, and commitments as recognised therein. Those with a significant impact on the annual

accounts are:

- Estimation of impairment losses for certain assets.

- Provisions valuation.

- Valuation of employee´s remuneration schemes.

Despite the fact that these estimates were prepared based on the most accurate available information

at 2014 year-end, it is possible that future events may lead to a change in estimates for subsequent

years. Under such circumstances, any changes will be made prospectively.

2.5 Comparative information

For comparative information purposes, the Company presents in the balance sheet, the statement of

income, the statement of changes in net equity, the statement of cash flows and the notes to the annual

accounts, the amounts for the years ended December 31, 2014 and 2013.

2.6 Aggregated captions

Certain items are presented in an aggregated format on the balance sheet, the statement of income,

the statement of changes in net equity and the statement of cash flows, in order to facilitate their

understanding. However, itemised information, when significant, has been included in the relevant

notes.

2.7 Working capital

The Company presents negative working capital, which is an usual circumstance in the industry which

the Company operates in and its financial structure. Such situation does not present an obstacle for the

normal development of its business.

2.8 Changes in accounting principles

During 2014, there have not been changes in the accounting principles applied by the Company.

2.9 Correction of errors

No significant errors have been detected during the preparation of the accompanying annual accounts,

therefore, it has not been necessary to restate the amounts included in the annual accounts for the year

2013.




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3. PROPOSED APPROPRIATION OF RESULTS

The Board of Directors will submit to the Ordinary General Shareholders’ Meeting for approval, a final

gross dividend of EUR 0.70 per share carrying dividend rights, against 2014 profit for the year. Based

on the above, the proposed appropriation of the results for the year ended December 31, 2014, is as

follows:

Euros

Amount for appropriation:

Net profit for the year 324,911,472.65

324,911,472.65

Appropriation to: Other reserves 11,604,107.65

Dividends 313,307,365.00

324,911,472.65

On December 11, 2014, the Board of Directors of the Company agreed to distribute an interim dividend

of EUR 0.32 per existing share with dividends rights against profit for the year 2014. The dividend has

been paid in full on January 30, 2015, and therefore the complementary dividend to achieve the

proposed final gross dividend amounts to EUR 0.38 per share with dividends rights.

In accordance with article 277 of the Spanish Capital Companies Act, the following table shows the

provisional statement issued by the Directors to demonstrate that the Company has sufficient liquidity

at that time to distribute the interim dividend:

Thousands of euros

Net income after tax from January, 1 through October 31, 2014 325,841

Distributable income 325,841

Proposed interim dividend (maximum amount) 143,226

Cash and cash equivalents at October 31, 2014 974

Difference (142,252)

Net cash generated until December 2015 224,748




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4. RECOGNITION AND MEASUREMENT STANDARDS

The main recognition and measurement accounting standards applied by the Company in the

preparation of the annual accounts, are as follows:

4.1 Financial instruments

4.1.1 Financial assets

Financial assets are initially measured at the fair value of the consideration given plus the directly

attributable transaction costs.

Financial assets are classified in the balance sheet as current and non-current, depending on whether

their maturity is less than, equal to or greater than twelve months.

The Company derecognises a financial asset when it expires or when the rights to receive the cash flows

associated with the asset have been transferred, and under the terms of an agreement, the risks and

rewards associated with the asset have also been substantially transferred.

On the other hand, the Company does not derecognise a financial asset, and recognises a financial

liability in the amount of the consideration received, when transfers a financial asset that substantially

retains the risks and rewards associated with the property of the asset.

Interests and dividends received from financial assets as accrued subsequently to the date of acquisition,

are recognised as income in the statement of income under the ‘Net trade revenue’ caption if they relate

to Group companies, associates or joint ventures, or under the ‘Financial income from other financial

instruments and third parties’ caption if they relate to other investments. Interests are recognised by

applying the effective interest method and dividends are recognised once it is announced that the

shareholder has the right to receive them. If distributed dividends are related to earnings generated

prior to the date of acquisition, are recognised by reducing the carrying amount of the investment.

Financial assets held by the Company are classified as follows:

- Loans and accounts receivable

Financial assets from the sale of goods and services within the Company’s trade or those that, lacking

a commercial substance, are not equity instruments or derivatives, their payment is a fixed or

determinable amount, and they are not quoted on an active market. After initial recognition, they are

measured at amortised cost, by applying the effective interest method.

Amortised cost is the acquisition cost of the financial asset or financial liability less principal repayments,

as adjusted by the portion of the difference between the initial cost and the relevant repayment value

at the due date as systematically charged to the statement of income, following the effective interest

method. In the case of financial assets, amortised cost also includes impairment value adjustments.

The effective interest method is the discount rate which equals the value of a financial instrument to its

total estimated cash flows for any concept throughout the remaining life of the asset.




Page 7

If the maturity of these loans and accounts receivable is less than twelve months, these assets are

recognised at their face value when the effect of not discounting the cash flows is not significant.

Impairment losses are allocated when, as a result of events occurred after initial recognition, a reduction

or a delay in the estimated future cash flows could happen because of bad debt.

- Investments in Group companies

Group companies are those companies that are under the Company’s control.

Investments in Group companies are measured at their cost less any accumulated impairment losses,

if applicable. These value adjustments are the differences between the carrying amount of the

investment and the recoverable amount, which is the higher of the fair value less the cost to sell, and

the discounted value of the estimated future cash flows of the investment.

All the costs such as legal or other professional fees, associated to the acquisition of a Group company,

implying the control over the company, are registered as an expense in the statement of income.

Value adjustments for impairment and, as the case may be, their reversion are registered as expense

or income, respectively, in the statement of income under the ‘Other operating expenses’ caption. The

limit of impairment reversion is the original book value of the investment.

4.1.2 Financial liabilities

The Company classifies its financial liabilities according to the agreed contractual obligations, provided

that, according to their economic substance, they represent a direct or indirect contractual obligation

for the Company.

The Company derecognises financial liabilities when the obligations which generated them cease to

exist.

The financial liabilities are classified in the balance sheet as current or non-current, depending on

whether their maturity is less than, equal to or greater than twelve months.

- Debits and accounts payable

The Company’s debits and accounts payable from the purchase of goods and services within trade

operations are considered financial liabilities as well as those that, lacking a commercial substance,

cannot be considered financial derivatives.

Debits and accounts payable are initially recognised at the fair value of the consideration received,

adjusted by transaction costs as directly attributable. Subsequently, these liabilities are measured at

their amortised cost.

Notwithstanding the above, debits generated by trade operations with maturity within one year and

without a contractual interest rate are measured at nominal value, provided that the effect of not

discounting the cash flows is not significant.




Page 8

In the case of the loans whose maturity is short-term, but whose long-term refinancing is assured, if

the Company decides so, and it is likely to happen, through loan agreements available in the long-term,

are classified as non-current liabilities.

4.1.3 Shareholders’ equity instruments

A shareholders’ equity instrument is any contract that represents a residual share in the assets of the

Company after all of its liabilities are deducted.

Equity instruments issued by the Company are recognised in net equity by the amount received, net of

transaction costs.

Treasury shares are recognised as a reduction in the shareholders’ equity by the amount of the given

consideration, as well as by the present value of certain irrevocable future commitments agreed during

the year. The result of purchase, sale, issue or amortisation of treasury shares is registered in net

equity, under the ‘Other reserves’ caption, and under no circumstances any result is registered in the

statement of income.

4.2 Foreign currency transactions

The Company uses the euro as its functional currency. Foreign currency transactions are accounted for

at the exchange rates prevailing at the date of the transactions. Gains and losses resulting from the

settlement of such transactions and losses from the valuation at year-end of monetary assets and

liabilities denominated in foreign currencies are recognised in the statement of income.

4.3 Income taxes

Expense or income for Corporate Income Tax includes current tax expense or income and deferred tax

expense or income.

Current tax is the amount that the Company satisfies as the result of profit tax settlements for a fiscal

year. Tax liability deductions and other tax benefits, excluding withholding tax and payments on

account, and previous years’ tax losses which can be offset against the current fiscal year, reduce the

total amount of current tax.

Deferred tax expense or income relates to the recognition and cancellation of deferred tax assets and

liabilities. These include temporary differences which are the amounts expected to be paid or recovered,

as generated by the differences between the tax and book values of assets and liabilities, the tax losses

carried forward and the credits for tax deductions not fiscally applied. These amounts are recorded by

applying to the temporary differences or tax credit the tax rate at which they are expected to be

recovered or settled.




Page 9

As a general rule, deferred tax liabilities are recognised for all the taxable temporary differences.

However, deferred tax assets are only registered if it is considered probable that the Company will

obtain future tax profit to make them effective. At year-end, deferred tax assets not recognised on the

balance sheet are measured and they are recognised if they are likely to be recovered through future

tax benefits. Likewise, the deferred tax assets are reviewed, making the appropriate adjustments when

there are doubts about their future recovery.

Deferred tax assets and liabilities resulting from transactions registered directly in net equity, are also

registered in net equity. Value adjustments to deferred tax assets and liabilities due to changes in the

tax rate are recognised according to their origin in the statement of income or in net equity.

4.4 Revenue and expenses recognition

Revenue and expenses are recognised according to the vesting principle, when the real flow of goods

and services occurs, regardless of the time when the monetary or financial flow arising from them takes

place. Income is measured at the fair value of the consideration received less discounts and taxes.

Given the activity of the Company as holding of the Group, the dividends and financial income obtained

from Group companies are recognised as net trade revenue. Similarly, the impairment losses from

investments in Group companies are recognised as operating expenses.

4.5 Provisions and contingencies

Provisions are recognised when there is a legal or implicit present obligation arising as a result of a past

event, when the Company is likely to be required to settle the obligation, and the amount of the

obligation can be reliably estimated.

Contingent liabilities are possible obligations that arise from past events and whose existence will be

confirmed only by the occurrence or non-occurrence of one or more future events not wholly within the

Company's control.

The amounts recognised as a provision are the best estimate of the non-settled obligation at the date

of the balance sheet, and the risks and uncertainties related to the obligation are taken into account.

Contingent liabilities are not recognised in the financial statements, but rather are disclosed in the notes,

unless the possibility of an outflow in settlement is considered to be remote.

4.6 Equity elements of an environmental nature

Elements used permanently by the Company to minimise the impact on the environment and for

environmental protection and improvement, including reduction and elimination of future pollution, are

registered under this caption.

Due to its activity, the Company does not have a significant environmental impact.




Page 10

4.7 Pension plans and other related obligations

The Company has pension commitments with its employees. These commitments are fulfilled through

an external pension plan, defined contribution employment system and collective life insurance contracts

for all of the Company’s employees.

Contributions made to defined contribution plans are registered in the statement of income for the year,

as incurred.

4.8 Share-based payments

The Company has certain share-based reward schemes in place for managers and employees, as

consideration for services rendered by them. Compensation expenses for services received are

recognised during the vesting period based on the grant date fair value of the awards, and are recorded

in the statement of income against net equity under the ‘Other reserves’ caption. The settlement of

these equity-settled share-based payments are accounted for as the repurchase of an equity instrument.

In the event that the entity elects to settle in cash, no additional compensation expense is recognised

if the consideration paid equals the fair value of the equity instrument measured at the repurchase date.

4.9 Transactions with related parties

The Company considers as related parties its significant shareholders and controlled companies, as well

as those who are not significant shareholders but have the faculty to appoint a member of the Board of

Directors, according to the terms and conditions established between the signatory shareholders of the

Shareholder’s Agreement dated on April 29, 2010. Such agreement is not in force at December 31,

2014. In addition, subsidiaries and associates, members of the Board of Directors as well as their close

family members are considered related parties.

The Company carries out all its operations with related parties at market value. Additionally, transfer

prices are adequately supported; therefore the Directors of the Company believe that there are no

significant risks in this matter that may lead into future liabilities.

5. FINANCIAL RISK AND CAPITAL MANAGEMENT

The Company’s financial risk management objectives are aligned with those applied by the Group

companies, at which level financial risks for the Group are managed. Only the interest rate and the

liquidity risk management policies apply to the Company.

However, these risks are reduced due to the fact that the Company acts as intermediary of funds. The

Company acts as a borrower in the intercompany loan that has signed with Amadeus Capital Markets,

S.A. Sociedad Unipersonal and as a lender in the intercompany loan that has signed with Amadeus IT

Group, S.A. (Note 11.2).




Page 11

Both loans have the same financial conditions, they accrue a fix interest rate of 4.91714% payable on

a yearly basis and additionally, they include an implicit fix interest rate of 0.16974% to be capitalised

on a yearly basis. The maturity of both loans will be on July 15, 2016.

The Company manages its capital to ensure that the Group companies will be able to continue as a

going concern while generating the returns to the shareholders and to benefit other stakeholders

through the optimisation of the Group leverage ratio.

The credit rating granted by the agency Standard & Poor’s Credit Market Service Europe Limited is

‘BBB/A-2’, with stable outlook. The credit rating granted by the agency Moody’s Investors Service

España S.A. is ‘Baa2’, with stable outlook. During the year 2013, both agencies revised upward the

credit rating, maintaining the rating of ‘Investment Grade’.

The Board of Directors of the Company has agreed to maintain the current dividend policy for the year

2014 and onwards, consisting of a dividend pay-out up to a range of 40% to 50% of the consolidated

net profit.

The amount of future dividends the Company decides to pay, if any, and the future dividend policy will

however depend on a number of factors, including earnings, financial conditions, debt service

obligations, cash requirements, prospects or market conditions. The amount of dividends is proposed

by the Board of Directors and approved by the shareholders at General Shareholders' Meeting.

6. FINANCIAL INVESTMENTS

The main information related to investments in Group companies for the year ended December 31,

2014, in which the Company has direct shareholding, is as follows:

Amadeus IT Group, S.A.

Amadeus

Capital Markets, S.A.

Amadeus France, S.A.

Shareholding

Direct 99.89% 100% 1%

Indirect - - 98.89%

Cost 506,250 235 1,300

Dividends received (Note 10.1) 329,396 - -

Net Equity

Share capital 42,221 250 43

Net profit / (loss) 375,440 - 1,261

Rest of the equity 656,890 (29) 9,146

Total 1,074,551 221 10,450




Page 12

The shares of the Group companies are not quoted on the stock market, except for the Group company

i:FAO AG, that are quoted on the Frankfurt stock market.

At December 31, 2014 and 2013, the Company has performed an analysis of all the investments in the

equity of the Group companies, in order to ascertain whether the recoverable amount of such

investments is higher than the carrying value in the books of the Company.

To calculate the recoverable amount from the Group companies, a detailed discounted cash flow analysis

was performed, based on detailed forecasts developed for them.

At December 31, 2014 and 2013, the Company has not registered any impairment to adjust the book

value of its direct investments in Group companies.

7. NET EQUITY AND SHAREHOLDERS’ EQUITY

At December 31, 2014 and 2013, the Company’s share capital amounts to KEUR 4,476 as represented

by 447,581,950 ordinary shares with a nominal value of EUR 0.01 per share, all of them of one single

class, totally subscribed and paid.

On April 29, 2010, the shares of the Company were admitted to listing on the Stock Market of Madrid,

Barcelona, Bilbao and Valencia. Since January 2011, the shares of the Company belong to the selective

IBEX 35 index.

At December 31, 2014 and 2013, the Company’s shares are held as follows:

Shareholder

31/12/2014

Shareholder

31/12/2013

Shares Voting

rights Shares

Voting

rights

Free float 443,505,214 99.08% Free float 403,862,208 90.24%

Board of Directors 471,259 0.11% Board of Directors 275,102 0.06%

Treasury shares (1) 3,605,477 0.81% Treasury shares (1) 2,963,138 0.66%

Air France Finance 22,578,223 5.04%

Malta Pension Investments (2) 17,903,279 4.00%

Total 447,581,950 100.00% Total 447,581,950 100.00%

(1) Voting rights suspended as the shares involved are treasury shares.

(2) Malta Pension Investments is an independent and unrelated company to Deutsche Lufthansa AG and its group of companies. It forms part of a group of companies owned by ‘Lufthansa Pension Trust e.V.’ and it is the entity to which Deutsche Lufthansa AG makes contributions to finance future retirement benefits of its employees. Deutsche Lufthansa AG and Malta Pension Investments entered into an Agreement by which Deutsche Lufthansa AG reserves the faculty to exercise the contractual rights of the signatory shareholders of the Shareholders Agreement of Amadeus IT Holding, S.A. dated on April 29, 2010, mainly, the appointment of a Director to the Board of Directors of the Company, within the terms and conditions of the Shareholders Agreement.




Page 13

On September 10, 2014, the placement of 4,475,819 shares became effective, which represents 1% of

the Company’s share capital, owned by Air France Finance, through a ‘block trades’ process among

qualified investors. Moreover, on the same date, the settlement of the derivative transaction (‘collar’)

entered by Air France Finance in November 2012 to manage its exposure took place, which has resulted

in the additional acquisition of 1,654,800 additional shares of the Company.

Additionally, on November 25, 2014, the placement of 9,900,000 shares became effective, which

represents 2.21% of the Company’s share capital, owned Air France Finance, as a result of a financial

derivative instrument (‘collar’) and securities lending to manage its exposure, through a ‘block trades’

process among qualified investors.

After these transactions, Air France Finance has reduced its net position by 12,721,019 shares, which

represent 2.84% of the share capital, being 2.20% of its holding in the share capital of the Company at

2014 year-end.

On October 1, 2014, Malta Pension Investments made effective the placement of 13,472,218 shares,

which represent 3.01% of the Company’s share capital, through a ‘block trades’ process among qualified

investors. Its holding in the share capital at December 31, 2014 is 0.99%.

On June 16, 2014, Iberia L.A.E., S.A. Operadora, Sociedad Unipersonal, belonging to International

Consolidated Airlines Group, exercised the option that was granted in the context of the financial

derivative instrument (‘collar’) held in August 2012, that had conferred as financial security. This

guarantee provided a disposal right over the shares in the benefit of the chargee (‘acreedor

pignoraticio’). On June 27, 2014, under this option, the chargee exercised his disposal right over its

participation in the Company (33,562,331 shares representing 7.5% of the share capital), while Iberia

kept the right to exercise or direct the voting rights attached to such shares at any time. On July 31,

2014, the mentioned financial derivative instrument operation was settled, transmitting Iberia L.A.E.,

S.A. Operadora its participation in Amadeus IT Holding, S.A., to the chargee (‘acreedor pignoraticio’)

through compensation and with no transactions of shares.

The combination of all these transactions led to the automatic termination of the Shareholder’s

Agreement signed on April 29, 2010 for all the related parties, this is Iberia Líneas Aéres de España S.A.

Operadora, Sociedad Unipersonal, Société Air France Finance S.A.S. (together with Société Air France,

S.A.) and Malta Pension Investments (together with Deutsche Lufthansa AG). Thus, these companies

lost their contractual rights associated with that Shareholder’s Agreement, mainly the appointment of a

board member to the Board of Directors of the Company, which resulted in the loss of their condition of

related parties.

7.1 Legal reserve

According to the Spanish Capital Companies Act, 10% of the profit for the year has to be transferred to

a legal reserve until this reserve reaches no less than 20% of the share capital. The legal reserve can

be used to increase share capital of the Company, but the value remaining in the reserve must not be

lower than 10% of the increased capital. Except for the aforementioned purpose, and as long as it does

not exceed 20% of the share capital, this reserve will only be used to offset losses, provided that no

other reserves are available for this purpose.




Page 14

At December 31, 2014 and 2013, the Company’s legal reserve was fully established amounting to KEUR 895.

7.2 Dividends distribution

The Company’s dividend policy is to reach a dividend pay-out up to a range of 40% to 50% of the

consolidated net profit. The amount of dividends the Company decides to pay, if any, and the future

dividend policy will however depend on a number of factors, including earnings, financial conditions,

debt service obligations, cash requirements, prospects or market conditions. The amount of dividends

is proposed by the Board of Directors and determined by the shareholders at General Shareholders'

Meeting.

On June 26, 2014, the Ordinary General Shareholders’ Meeting of the Company approved the

distribution of a final gross dividend of EUR 0.625 per share with dividend rights against 2013 profit for

the year, out of which an interim dividend of EUR 0.30 per share with dividend rights was paid on

January 31, 2014, amounting to KEUR 133,386. The total dividend amounts to KEUR 278,106.

Additionally, on December 11, 2014, the Company’s Board of Directors agreed to distribute an interim

dividend against 2014 results, of a fixed gross amount of EUR 0.32 per share with dividend rights,

amounting to KEUR 142,072, effective on January 30, 2015.

7.3 Treasury shares

Treasury shares balances and movements during the years 2014 and 2013, are as follows:

Treasury Shares Amount

At December 31, 2012 3,571,810 33,425

Disposals (608,672) (620)

At December 31, 2013 2,963,138 32,805

Additions 1,316,411 42,413

Disposals (674,072) (655)

At December 31, 2014 3,605,477 74,563

Outstanding share buy-back programme - 277,587

Total 3,605,477 352,150

The Company uses the treasury shares portfolio held at December 31, 2013 to cover the remuneration

schemes consisting in the future delivery of shares to employees and/or Group management members

(Note 10.3). During the year 2014, the Company delivered 674,072 shares to cover the remuneration

schemes mentioned above.




Page 15

On December 11, 2014, the Board of Directors of the Company agreed a Share buy-back programme

for the purchase of ordinary shares of the Company subject to a capped maximum amount of aggregate

total consideration of KEUR 320,000 and a maximum of 12,500,000 shares, representing 2.79% of the

share capital of the Company. This programme will remain in force until May 29, 2015. The purpose of

the acquisition of shares under that plan basis is to reduce the share capital of the Company, after the

agreement of the General Shareholder’ Meeting that will take place in June 2015. As of December 31,

2014, the total number of shares acquired by the Company is 1,316,411 shares, amounting to KEUR

42,413, out of which KEUR 11,188 were unpaid at December 31, 2014. The outstanding payment

obligation of the Share buy-back programme is included in the ‘Other current financial liabilities’ caption

of the accompanying balance sheet, amounting to KEUR 288,775.

8. LONG TERM PROVISIONS

Balances and movements of the items included under the ‘Long-term provisions’ caption, for the years

2014 and 2013, are as follows:

Amount

Balance at 31/12/2012

716

Additional amounts through the statement of income

27


743

Additional amounts through the statement of income

31


774

The caption ‘Long-term provisions’ includes long-term obligations against third parties which at the year-

end are undetermined regarding their amount and settlement date.

9. PUBLIC ADMINISTRATIONS AND TAXATION

The Company pays Corporate Income Tax via the Tax consolidation regime (Tax Group 256/05), from

which it is a subsidiary.

The Tax Consolidation Group is comprised of the following companies:

Parent company:


Subsidiaries:

Amadeus IT Group, S.A.

Amadeus Soluciones Tecnológicas, S.A., Sociedad Unipersonal

Amadeus Capital Markets, S.A., Sociedad Unipersonal

Amadeus Content Sourcing, S.A., Sociedad Unipersonal (established on June 11, 2014)




Page 16

9.1 Deferred tax assets and liabilities and current balances with Public

Administrations

Breakdown of the deferred tax assets and the current debtor balances with Public Administrations, at

December 31, 2014 and 2013 is as follows:

31/12/2014 31/12/2013

Deferred tax assets

Temporary differences

Insurance policies 67 63

Share-based payments 127 28

Others 1 1

Withholding taxes 40 -

Total deferred tax assets 235 92

Current debtor balances

Tax Authorities, debtor for Corporate Income Tax 29,672 28,461

Tax Authorities, debtor for V.A.T. - 161

Tax Authorities other countries, debtor for V.A.T. 1 4

Total current debtor balances 29,673 28,626

Total 29,908 28,718

The above mentioned deferred tax assets have been recognised in the balance sheet as the Directors

consider that based on the estimated future benefits of the Tax Consolidation Group it is probable that

these assets will be recovered.

Breakdown of the deferred tax liabilities and the current creditor balances with Public Administrations,

at December 31, 2014 and 2013, is as follows:

31/12/2014 31/12/2013

Deferred tax liabilities

Shares contribution 418 418

Total deferred tax liabilities 418 418

Current creditor balances

Tax Authorities, creditor for V.A.T. 284 -

Tax Authorities, creditor for other concepts 134 112

Social Security, creditors 6 5

Total current creditor balances 424 117

Total 842 535

At December 31, 2014 and 2013, the ‘Deferred tax liabilities’ caption shows a balance amounting to

KEUR 418, which relates to the Amadeus IT Group, S.A. shares contributed by Iberia, L.A.E., S.A.

Operadora, Sociedad Unipersonal, as part of the capital increase made by the Company on July 4, 2005.




Page 17

The non-monetary contribution qualified under the special tax system set out in Chapter VIII, Title VII

of the Corporate Income Tax Act.

In accordance with the Law 27/2014, dated November 27, Spanish tax rate changed from 30%, which

was effective until December 31, 2014, to 28% and 25% for the years 2015 and 2016 onwards,

respectively. The Company has updated all its assets and liabilities by deferred taxes, according to the

tax rate that the Company expects to recover or liquidate them. The ‘Corporate Income Tax’ caption in

the statement of income amount to KEUR 39.

9.2 Reconciliation between the net result before tax and Corporate

Income Tax base

Reconciliation between the net result before tax registered in the statement of income and the Corporate

Income Tax base at December 31, 2014, is as follows:

Statement of income

Increases Decreases Total

Net result before tax 323,045

Permanent differences - (329,396) (329,396)

Tax Group dividends - (329,396) (329,396)

Temporary differences arising in current year 328 - 328

Insurance policies 59 - 59

Share-based payments 269 - 269

Corporate Income Tax base (6,023)

Corporate Income Tax base set off, Tax Consolidation Group

Amadeus Capital Markets, S.A., Sociedad Unipersonal -

Amadeus Content Sourcing, S.A., Sociedad Unipersonal (10)

Amadeus IT Group, S.A. 6,033

Amadeus Soluciones Tecnológicas, S.A., Sociedad Unipersonal -

Corporate Income Tax base, after compensations -




Page 18

Reconciliation between the net result before tax registered in the statement of income and the Corporate

Income Tax base at December 31, 2013, is as follows:

Statement of income

Increases Decreases Total

Net result before tax 278,760

Permanent differences - (283,845) (283,845)

Tax Group dividends - (283,845) (283,845)

Temporary differences arising in current year 20 (68) (48)

Insurance policies 20 - 20

Share-based payments - (10) (10)

Others - (58) (58)

Total Corporate Income Tax base (5,133)

Corporate Income Tax base set off, Tax Consolidation Group

Amadeus Capital Markets, S.A., Sociedad Unipersonal (2)

Amadeus Content Sourcing, S.A., Sociedad Unipersonal -

Amadeus IT Group, S.A. 5,045

Amadeus Soluciones Tecnológicas, S.A., Sociedad Unipersonal 90

Corporate Income Tax base, after compensations -

9.3 Tax recognised in net equity

Detail of taxes directly recognised in net equity at December 31, 2014 and 2013, is as follows:

Year 2014 Year 2013

Increases Total Increases Total

Current tax arising in current year

Share-based payments

44

44

41

41

Total current tax

44

44

41

41

Total taxes directly recognised in net equity

44 41




Page 19

9.4 Reconciliation between the net result before tax and the Corporate

Income Tax expense

Reconciliation between the net result before tax and the Corporate Income Tax expense for the years

2014 and 2013, is as follows:

Year 2014 Year 2013

Net result before tax 323,045 278,760

Tax rate applicable in Spain (30%) (96,913) (83,628)

Tax impact of temporary differences 98,779 85,155

Total Corporate Income Tax recognised in the statement of income 1,866 1,527

Current tax 1,807 1,541

Deferred tax 59 (14)

9.5 Non-recognised deferred tax assets

According to the measurement standard described in Note 4.3, the tax credit derived from corporate

income tax losses, amounting to KEUR 21,198, as generated by the Company for the year ended July

31, 2005 prior to the application of the Special Tax Consolidation Regime, has not been recognised.

These tax losses will not be recognised until the Company is certain that they can be offset against any

profits chargeable to tax in the periods ending before 2024.

9.6 Periods open for tax audit and tax audit procedures

According to the current legislation, taxes cannot be considered definitively settled until the filed tax

forms are audited by the Tax Authorities, or until the four year statute of limitations ends.

At 2014 year-end, the Company has open for tax audit the last four years except for those taxes that

have been subjected to partial or full audit that have been concluded by signing the tax assessment

under protest and have been appealed in the Economic-Administrative procedure accordingly.

The Directors of the Company consider that the mentioned taxes were properly settled and, therefore,

in the event of differences in the interpretation of the current tax regulations, regarding the fiscal

treatment of the transactions, the possible resulting liabilities, should they materialise, will not

significantly affect the accompanying annual accounts.

In May 2014, an appeal was presented to the Central Economic-Administrative Court with regards to

the tax assessment signed under protest in 2013 relating to Corporate Income Tax for the years from

2008 to 2010, both inclusive. At the year-end, the Company has not received the notification of the

opening term to present an appeal with regards to this issue.




Page 20

On May 24 and 30, 2013, an appeal was presented to the Central Economic-Administrative Court with

regards to the tax assessment signed under protest in 2012 relating to Non-Residents income tax for

the year 2007 and for Corporate Income Tax for the years 2005 to 2007, respectively. At the year-end

2014, a final decision by the Court has not been issued yet.

Being an interpretative discrepancy, a non-significant provision has been registered regarding certain

concepts, for the period from August 2005 to December 2010. Regarding the other matters arising, as

the Company and its external advisors consider that there are solid arguments to reject the adjustment

proposed by the Tax Authorities and these arguments will be accepted by the competent jurisdictional

authorities. The Company considers that the possible resulting liabilities, should they materialise, would

not suppose additional provisions.

In any case, the resolution of this matter should not have any significant impact on the Company’s

financial situation.

In June 2014, the Spanish and French Tax Authorities reached an agreement within the context of the

mutual agreement procedure under article 6 onwards of the Agreement 90/436/CEE, for the Group

companies Amadeus S.A.S. and Amadeus IT Group, S.A., due to transfer pricing adjustments in the

Corporate Income Taxes for the years from 2003 to 2009.

In October 2014, the Group company, Amadeus IT Group, S.A., received the formal notification related

to the opening term of the execution of the mutual agreement procedure.

In July 2014, French, German and Spanish Tax Authorities signed an Advanced Pricing Agreement (APA),

applicable for the Group companies within Amadeus S.A.S., Amadeus Data Procesing Gmbh and

Amadeus IT Group, S.A., for the years from 2010 to 2015, both inclusive.

Although the Fiscal legislation in France and Germany allows the retroactive application of the APA to

closed periods, the Spanish legislation, does not allow this option, resulting in a double taxation to

Amadeus IT Group, S.A. To solve this double taxation for the years from 2010 to 2012, and with regards

to France, the mutual agreement procedure was started within the context of the Double Taxation

Agreement between France and Spain, which finished with an agreement between the Tax Authorities

of both countries in November, 2014. At 2014 year-end, no notification related to the execution of the

mutual agreement has been received.

The mutual agreement procedure between Spain and Germany, with in the context of the APA for the

year 2010, has not started at the year-end 2014.




Page 21

10. REVENUE AND EXPENSES

10.1 Net trade revenue

The ‘Net trade revenue’ caption includes the revenue for advisory and planning services rendered to the

Group company Amadeus IT Group, S.A., under the contract signed on November 1, 2005, and renewed

on December 1, 2011, as well as the dividends and financial income derived from the financing granted

by the Company to the Group companies.

Breakdown of the ‘Net trade revenue’ caption for the years 2014 and 2013, is as follows:

Year 2014 Year 2013


Dividends and financial income from Group companies

Dividends 329,396 283,845

Loans to Group companies 37,882 37,846

Total 368,788 323,074

Additionally, on June 18, 2014, the Ordinary General Shareholders’ Meeting of Amadeus IT Group, S.A.

agreed to distribute a complementary dividend against the net profit for the year 2013, amounting to

KEUR 225,036 of which KEUR 224,799 were paid to the Company.

On October 16, 2014, the Board of Directors of Amadeus IT Group, S.A. agreed to distribute an interim

dividend against the net profit for the year 2014, amounting to KEUR 104,707 of which KEUR 104,597

correspond to the Company (Note 11.2).

10.2 Personnel expenses

Breakdown of the ‘Personnel expenses’ caption for the years 2014 and 2013, is as follows:

Year 2014 Year 2013

Salaries, wages and similar 2,617 679

Social benefits

Pension plans contributions 106 23

Other social costs 208 130

Total 2,931 832




Page 22

10.3 Shared-based payments

The Company has the following reward schemes in place for managers and employees:

10.3.1 Performance Share Plan (PSP)

The Performance Share Plan (PSP) consists of a contingent award of shares to certain members of the

Company’s management. The final delivery of the shares at the end of the vesting period depends on

the achievement of predetermined performance objectives that relate to value creation in Amadeus, as

well as employee service requirements:

For the first two cycles, PSP 2010 and PSP 2011, the performance objectives related to the relative

shareholder return (TSR), adjusted basic earnings per share (EPS) growth and pre-tax adjusted free

cash flow (OCF) growth.

For the following cycles, PSP 2012, PSP 2013 and PSP 2014, the performance objectives relate to

the relative shareholder return (TSR) and the adjusted basic earnings per share (EPS) growth.

For the first three cycles (2010 to 2012), the vesting period of each independent cycle was two years

each, followed by a holding period during which a given percentage of the vested shares could not be

sold. For the last two cycles, the vesting period is three years and no holding period applies.

This plan is considered as equity-settled share-based payment and, accordingly, the fair value of the

services received during the years 2014 and 2013, as consideration for the equity instruments granted,

is presented in the statement of income under the ‘Personnel expenses’ caption by an amount of KEUR

508 and KEUR 93, respectively.

The detail of the allotted shares allotted and fair value at grant date for the last four cycles of the PSP,

is as follows:

PSP

2011

PSP

2012

PSP

2013

PSP

2014

Total shares allotted at grant date (1) 6,085 6,085 2,815 30,279

Fair value of those instruments at grant date (EUR) 13.19 15.05 22.87 30.45

Dividend yield 2.20% 1.90% 1.60% 1.55%

Expected volatility 24.00% 24.80% 23.40% 23.00%

Risk free interest rate 1.50% 0.10% 2.75% 1.00%

Vesting period 2 years 2 years 3 years 3 years

(1) This number of shares could be increased up to double if all performance objectives are extraordinary.




Page 23

During the year 2014, the third cycle of PSP (2012-2014) was settled at vesting date, implying that the

Company transferred to the eligible employees 8,101 shares, due to the achievement of the performance

objectives (153.10%), at a weighted average price of EUR 30.50 per share. The Company used treasury

shares to settle this share-based payment.

During the year 2013, the second cycle of PSP (2011-2013) was settled at vesting date, implying that

the Company transferred to the eligible employees 9,783 shares, due to the achievement of the

performance objectives (160.77%), at a weighted average price of EUR 24.78 per share. The Company

used treasury shares to settle this share-based payment.

10.3.2 Restricted Share Plan (RSP)

The Restricted Share Plan (RSP) consists of the delivery of a given number of shares of the Company to

certain employees on a non-recurring basis, after predetermined services requirements are met. The

RSP beneficiaries must remain employed in a Group company during a determined period of time, which

oscillates between two and five years. The grant under the RSP was made during the year 2013.

This plan is considered as equity-settled. The fair value of services received as consideration for the

equity instruments granted, 955 shares in each of the years 2014 and 2013, is presented in the

statement of income of those years, under the ‘Personnel and related expenses’ caption by an amount

of KEUR 8 and KEUR 2, respectively.

10.3.3 Share Match Plan (SMP)

The Share Match Plan (SMP) consists of the award of shares of the Company to employees that

voluntarily decided to participate in the plan. The final delivery of the shares at the end of the vesting

period depends on the achievement of predetermined vesting conditions that relate to the purchase and

holding of the shares, as well as the participant must remain employed in a Group company until the

end of the cycle.

Under the terms of the Share Match Plan, the Company will grant the participants an additional share

for every two purchased, provided that they hold the shares for a year after the purchase period has

ended. Extraordinarily, for the first cycle, the Company transferred 25 shares to each participant at the

end of the purchase period, in July 2014. The first cycle of the plan started in July 2013 and the second

in July 2014.

This plan is considered as equity-settled. The fair value of services received as consideration for the

equity instruments granted, 22 and 50 shares during the years 2014 and 2013 respectively, is presented

in the statement of income under the ‘Personnel and related expenses’ caption by an amount of KEUR

1 for each year.




Page 24

11. TRANSACTIONS AND BALANCES WITH RELATED PARTIES

11.1 Transactions with related parties

Breakdown of transactions with related parties for the year 2014 is as follows:

Group companies Other related parties Total

Services rendered 1,335 - 1,335

Services received (693) - (693)

Interest from loans 37,882 - 37,882

Interests from debts (37,848) - (37,848)

Dividends received (Note 10.1) 329,396 - 329,396

Dividends distributed - (10,796) (10,796)

Remuneration - (2,284) (2,284)

Total 330,072 (13,080) 316,992

Breakdown of transactions with related parties for the year 2013 was as follows:

Group companies Other related parties Total

Services rendered 1,410 - 1,410

Services received (859) - (859)

Interest from loans 37,846 - 37,846

Interests from debts (37,846) - (37,846)

Dividends received (Note 10.1) 283,845 - 283,845

Dividends distributed - (12,745) (12,745)

Remuneration - (1,303) (1,303)

Total 284,396 (13,890) 270,348




Page 25

11.2 Balances with related parties

Breakdown of balances with related parties at December 31, 2014 is as follows:

Group companies Other related

parties Total

Long term investments

Equity instruments (Note 6) 507,785 - 507,785

Loans to companies 747,422 - 747,422

Trade accounts receivable 585 - 585

Short-term investments


Interests from loans to companies 17,628 - 17,628

Dividends (Note 10.1) 104,597 - 104,597

Long-term debts (747,422) - (747,422)

Short-term debts

Interests from debts from companies (17,628) - (17,628)

Dividends - (151) (151)

Trade accounts payable (28,146) - (28,146)

Total 710,141 (151) 709,990

Breakdown of balances with related parties at December 31, 2013 was as follows:

Group companies Other related

parties Total

Long term investments

Equity instruments 507,785 - 507,785


Trade accounts receivable 98 - 98

Short-term investments

Interests from loans to companies 17,627 - 17,627

Dividends 231,547 - 231,547

Long-term debts (746,138) - (746,138)

Short-term debts

Debts with companies (1,767) - (1,767)

Interests from debts from companies (17,627) - (17,627)

Dividends - (6,856) (6,856)

Trade accounts payable (25,672) - (25,672)

Total 711,991 (6,856) 705,135

11.2.1 On July 4, 2011, the Group company, Amadeus Capital Markets, S.A., launched an issuance of

bonds in the Euromarket amounting to KEUR 750,000 under the debt issuance programme Euro Medium

Term Note Programme. This company handed over the funds obtained in the issuance, net of the related

expenses, to the Company through an intercompany loan contract. This loan is registered under the

‘Long-term debts with Group companies’ caption.




Page 26

At the same time the Company in turn handed over Amadeus IT Group, S.A. the principal obtained by

the loan signed with Amadeus Capital Markets S.A. through a new intercompany loan. This loan is

registered under the ‘Long-term debts to Group companies’ caption.

Both loans have the same financial conditions. As of December 31, 2014, the balances amount to KEUR

747,422, which include the initial principals of KEUR 743,573, and the interests capitalised, amounting

to KEUR 3,849. The aforementioned loans have a fixed interest rate of 4.91714% annually payable.

Additionally, they have an implicit fixed interest rate of 0.16974% to be annually capitalised. The

maturity date for both loans is on July 15, 2016.

Financial income and expenses for the years 2014 and 2013 resulting from the aforementioned loans

amounting to KEUR 37,848 and KEUR 37,846, respectively, are registered in the statement of income

under the ‘Debt expenses with Group companies’ caption and under the ‘Interests from loans to Group

companies’ caption, included in the Net trade revenue.

11.2.2 Breakdown of the ‘Trade accounts receivable’ and ‘Trade accounts payable’ captions, as of

December 31, 2014 and 2013, is as follows:

31/12/2014 31/12/2013

Debtors

Group companies, debtors for other concepts 585 98

Total 585 98

Creditors

Group companies, creditors for tax effect (27,695) (25,241)

Group companies, creditors for other concepts (451) (431)

Total (28,146) (25,672)

At December 31, 2014 and 2013, the ‘Group companies, creditors for tax effect’ caption includes the

estimated debt for tax bases that the Company has with the companies included in the Tax Consolidation

Group.

11.2.3 In the ‘Short-term investments - Dividends’ caption is registered the interim dividend against

2014 results for the year approved on October 16, 2014, to be paid by Amadeus IT Group, S.A.

Within the ‘Short-term debt - Dividends’ caption is registered the interim dividend payable to related

parties against 2014 results, approved on December 11, 2014 by the Board of Directors. The interim

dividend payable to related parties amounts to KEUR 151.

11.2.4 At December 31, 2013, the Company had signed with Amadeus IT Group, S.A. a short-term

loan amounting to KEUR 1,767, registered under the ‘Short-term debts with Group companies’ caption.

This loan was repaid on January 21, 2014.

At December 31, 2014, the Company has a short-term credit signed with Amadeus IT Group, S.A.

amounting to KEUR 125,320, registered under the ‘Short-term loans to Group companies’ caption.




Page 27

Financial income for the year 2014 resulting from the aforementioned credit amounting to KEUR 34, is

registered in the statement of income under the ‘Interest from loans to Group companies’ caption,

included in the Net trade revenue.

11.3 Board of Directors and Top Management remuneration

The position of Member of the Board of Directors is remunerated in accordance with the Company’s

Bylaws. The remuneration for said functions consists in a fixed remuneration to be determined by the

General Shareholders’ Meeting before the relevant financial year ends.

The remuneration to which the executive Directors may be entitled despite of their functions as

Directors, consists of salaries (in cash and in kind), yearly and/or multiannual bonus, subject to the

objectives fulfilment, share-based plans and any other compensation that the General Assembly of

Shareholders may decide.

At the meetings held on June 26, 2014 and June 20, 2013, the Ordinary General Shareholders’ Meeting

agreed a fixed remuneration for said functions, in cash or in kind, for the period January to December

2014 and 2013, with a limit of KEUR 1,305, for each period, and it vested the Board of Directors with

the authority to resolve on how said remuneration was to be distributed among the members of the

Board, following article 36 of the Company’s Bylaws. The Board of Directors of the Company may agree

an unequal remuneration scheme distribution. No loans, advances or stock options have been granted

to the members of the Board of Directors.




Page 28

Breakdown by type of payment received for their position as members of the Board of Directors in 2014

and 2013, is as follows:

Year 2014

Year 2013

Board Members Cash In kind Cash In kind

José Antonio Tazón García 196 4 197 3

Guillermo de la Dehesa Romero 154 - 149 -

Luis Maroto Camino (1) 18 - - -

Bernard Bourigeaud (2) 35 - 106 -

Christian Boireau (3) 52 - 106 -

Clara Furse 131 - 128 -

David Webster 129 - 128 -

Francesco Loredan 106 - 106 -

Roland Busch 106 - 51 -

Pierre–Henri Gourgeon 89 - 85 -

Stephan Gemkow (4) - - 53 -

Enrique Dupuy de Lôme Chávarri (5) 85 - 106 -

Stuart Anderson McAlpine 85 - 85 -

Marc Verspyck (6) 54 - - -

Total 1,240 4 1,300 3

(1) He was appointed Board member on June 26, 2014 and Executive Director on October 16, 2014.

(2) He left the Board of Directors of Amadeus IT Holding, S.A. on April 28, 2014.

(3) He left the Board of Directors of Amadeus IT Holding, S.A. on June 26, 2014.

(4) He left the Board of Directors of Amadeus IT Holding, S.A. on July 1, 2013.

(5) He left the Board of Directors of Amadeus IT Holding, S.A. on October 16, 2014.

(6) He was appointed Board member on June 26, 2014.

Breakdown by type of payment received by the Executive Director for his executive functions in 2014

(information related to the period from July 1 to December 31), is as follows:

Year

2014

Compensation in cash 898

Compensation in kind 58

Contribution to pension plan and other collective life insurance policies 84

Total 1,040




Page 29

11.4 Directors’ information regarding situations of conflict of

interests

During 2014 and until the preparation date of the annual accounts, no member of the Board of Directors

nor any other person related to them in accordance with the Spanish Capital companies Act, held any

ownership interest in companies engaged in the same activities as, or similar or additional to, those of

the corporate purpose of the Company.

11.5 Other information related to the Board of Directors

At December 31, 2014 and 2013, investment held by the members of the Board of Directors in the share

capital of the Company, is as follows:

Year 2014 Year 2013

Name Shares Name Shares

José Antonio Tazón García 275,000 José Antonio Tazón García 275,000

David Webster 1 David Webster 1

Roland Busch 100 Roland Busch 100

Luis Maroto Camino 196,158 Bernard Bourigeaud 1

Total 471,259 Total 275,102

Voting rights 0.10529% Voting rights 0.06146%

11.6 Financial structure

As mentioned in Note 1, the Company belongs to the Amadeus Group. Companies belonging to the

Group, at December 31, 2014 and 2013, are detailed in the appendix attached to these annual accounts.

12. OTHER INFORMATION

12.1 Auditors’ fees

Fees for annual accounts auditing services and other services rendered by the auditor’s firm Deloitte,

S.L. and other firms related thereto, for the years 2014 and 2013, are as follows:

Year

2014

Year

2013

Auditing 435 391

Other audit related services 20 20

Total 455 411




Page 30

12.2 Information regarding trade accounts payable. Additional Third

Clause. ‘Information requirements’ according to Law 15/2010, dated July, 5

During 2014 and 2013, the Company has ordered payments for a total amount of KEUR 2,514 and KEUR

2,572, respectively, related to trade accounts payable, out of which KEUR 329 (13.09%) and KEUR 44

(1.60%), respectively, have been out of legal terms.

Likewise, at December 31, 2014 and 2013, the outstanding trade accounts payable amounted to KEUR

207 and KEUR 56, respectively, the whole amount is within the legal terms.

The average exceeded payment term has been calculated as the quotient between, at the nominator,

the sum of the result of all the payments to vendors made within the year with a payment delay superior

to the legal payment terms multiplied by the number of days in excess, and, at the denominator, the

total amount of the delayed payments executed during the year.

The average exceeded payment term for the periods 2014 and 2013, is 59 and 18 days, respectively.

Information detailed in the previous paragraphs related to accounts payables, refers to those which by

its nature are trade accounts payable with suppliers of goods and services and, therefore, are included

under the ‘Trade accounts payable’ caption in the current liabilities in the balance sheet.

According to the Law 3/2004 of December 29, which establishes the measures against late payments,

and according to the transitory disposition established by the Law 15/2010, of July 5, the maximum

legal payment terms applicable to the Company are 60 days for the years 2014 and 2013.

12.3 Number of employees

The average number of employees and Board of Directors members of the Company during 2014 and

2013, is 14.5 and 15, respectively. Distribution by category and gender, is as follows:

Year 2014

Year 2013

Female Male Female Male

Board of Directors 1 9.5 1 10

Directors - 3 - 3

Managers 1 - 1 -




Page 31

The number of employees and Board of Directors members of the Company at December 31, 2014 and

2013, is 14 and 15, respectively. Distribution by category and gender, is as follows:

Year 2014

Year 2013

Female Male Female Male

Board of Directors 1 9 1 10

Directors - 3 - 3

Managers 1 - 1 -

12.4 Off-balance sheet commitments

At December 31, 2014 and 2013, the Company has guarantees issued to cover certain obligations

entered into by Group companies and received from third parties, as per the following detail:

31/12/2014 31/12/2013

Office buildings and equipment 62,000 62,000

Guarantees and bank guarantees 14,908 42,223

Total 76,908 104,223

On May 16, 2011, the Group company, Amadeus IT Group, S.A., signed a new unsecured Senior Credit

Agreement amounting to KEUR 2,700,000. The Company signed this agreement as the guarantor. This

agreement was structured under a ‘club deal’ with several financial institutions.

According to the new unsecured agreement, the Group company, Amadeus IT Group, S.A., is obliged to

meet certain covenants, like the ratio of total net debt to the adjusted Group EBITDA and the adjusted

Group EBITDA to the total net interest payable. At December 31, 2014 and 2013, the above mentioned

conditions are met.

On December 18, 2013, the Group company, Amadeus IT Group, S.A., signed a new Senior Credit

Agreement amounting to KUSD 500,000, with a maturity period of five years. The Company signed this

agreement as the guarantor. This facility was structured under a ‘club deal’ with several financial

institutions with The Royal Bank of Scotland PLC as agent.

At December 31, 2013, the Group company, Amadeus IT Group, S.A. had not disposed any amount

from this Senior Credit Facility. This facility was used for the acquisition of NMTI Holdings, Inc. and its

group of companies (‘Newmarket International’) on February 4, 2014.

On December 2, 2014, the Group company, Amadeus Finance B.V., through the fix rate value issue

program Euro Medium Term Note Programme, issued bonds in the Euromarket for an amount of KEUR

400.000. The Company signed the agreement as the guarantor. Additionally, Amadeus Finance B.V.

transferred the amount received in the issue, net of associate expenses, to the Group company,

Amadeus IT Group, S.A. through a loan contract.




Page 32

On December 5, 2014 the Company fully cancelled this Senior Credit Facility with the amount obtained

with the loan given by the Group company, Amadeus Finance B.V.

On November 18, 2013, the Group company, Amadeus IT Group, S.A., signed a new Revolving Credit

Facility amounting to KEUR 300,000. The Company signed this agreement as the guarantor. This facility

was structured under a ‘club deal’ with several financial institutions with ING Bank N.V., London Branch

as agent. At December 31, 2014 and 2013, the Group company, Amadeus IT Group, S.A., has not

disposed any amount from the aforementioned credit line whose maturity date is in November 2018.

On May 14, 2012, the European Investment Bank (EIB) granted the Group company, Amadeus IT Group,

S.A., an unsecured senior loan amounting to KEUR 200,000, with a nine year maturity from May 24,

2012. The Company signed the agreement as the guarantor.

The loan principal will be used to finance the research and development investment in a variety of

projects in the IT Solutions area between the years 2012 and 2014.

On April 29, 2013, the European Investment Bank (EIB) has granted the Group company, Amadeus IT

Group S.A., with a second senior unsecured loan amounting to KEUR 150,000, with a nine year maturity

from May 17, 2013. The Company signed the agreement as the guarantor.

The principal of this loan will be used to finance the research and development investment for a variety

of projects in the Distribution area between 2013 and 2015.

The breakdown of the debts with financial institutions and securities negotiated in a secondary market

guaranteed by the Company at December 31, 2014 and 2013 is as follows:

31/12/2014 31/12/2013

Tranches Currency Amount used Amount used Maturity

Debt with financial institutions

Senior Credit Facility

Facility A EUR 74,362 265,931 November 2015

USD 157,137 253,618 November 2015

231,499 519,549

European Investment Bank (EIB)

Tranche A 2012 EUR 150,000 150,000 May 2021

Tranche B 2012 EUR 50,000 50,000 May 2021

Tranche A 2013 EUR 150,000 150,000 May 2022

350,000 350,000

Total debt with financial institutions 581,499 869,549

Securities

Bonds EUR 750,000 750,000 July 2016

Bonds EUR 400,000 - December 2017

Total securities 1,150,000 750,000

Total 1,731,499 1,619,549




Page 33

13. ENVIRONMENTAL INFORMATION

Given its activity, the Company has no responsibilities, expenses, assets, liabilities or contingencies of

an environmental nature that may have a significant impact on its net equity, financial position or

results. Therefore, no specific disclosures relating to environmental issues are included in the current

notes to the annual accounts.

14. SUBSEQUENT EVENTS

In January 2015, the Administrative Court notified the Company the opening term to present an appeal

with regards to the tax assessment signed in disconformity in 2013 relating to Corporate Income Tax

for the years from 2008 to 2010. In February 2015, an appeal has been presented to the Central

Economic-Administrative Court.

In addition, in January 2015, the Group company, Amadeus IT Group, S.A., received the formal

notification from the Spanish Tax Authorities related to the execution of the agreement between the

Spanish and French Tax Authorities due to transfer pricing adjustments in the Corporate Income Tax

for the years from 2003 to 2009. Additionally, in February 2015, a mutual agreement procedure between

Spain and Germany has been filed with the Spanish Tax Authorities, within the context of the Advanced

Pricing Agreement (APA) for the year 2010.

The Group company, Amadeus Finance B.V., has issued notes under the European Commercial Paper

Programme amounting to a nominal value of KEUR 278,500 as of the date of approval of these annual

accounts.

On February 17, 2015, the treasury stock of the Company amounts to 7,048,096 shares, that represents

1.575% of its share capital, which will increase in the coming months with subsequent acquisitions as

per the Share buy-back Programme.




Page 34

APPENDIX The subsidiaries of the Company are:

Name

Type of

company Country Registered Address Activity

Investment

31/12/2014

(%) (1) (2)

(3)

Investment

31/12/2013

(%) (1) (2)

(3)

Date of

acquisition

or creation

(4)

Group companies

Airconomy Aviation Intelligence GmbH (5) (6) GmbH Germany Frankfurt Airport Center 1, Hugo Eckener Ring 60549 – Frankfurt am Main.

Software development

- 99.89% 02.01.12

Amadeus Airport IT GmbH GmbH Germany Südallee 1, Luftpostleitstelle, 85356

München Airport.

Software

development

99.89%

99.89%

11.06.12

Amadeus América S.A. Sociedad Anónima Argentina Av. del Libertador 1068. 4° piso Buenos

Aires C1112ABN.

Regional Support 99.89%

99.89%

28.04.00

Amadeus Americas, Inc. Inc. U.S.A. 3470 NW 82nd, Avenue Suite 1000 Miami,

Florida 33122.

Regional Support 99.89% 99.89% 17.04.95

Amadeus Argentina S.A. Sociedad Anónima Argentina Av. del Libertador 1068. 5º piso. Buenos

Aires C1112ABN.

Distribution 95.39% 95.39% 06.10.97

Amadeus Asia Limited Limited Thailand 21st, 23rd and 27th Floor, Capital Tower.

87/1 All Season Place. Wireless Road,

Lumpini, Pathumwan. 10330 Bangkok.


Amadeus Austria Marketing GmbH GmbH Austria Alpenstrasse 108A. A-5020 Salzburg. Distribution 99.89% 99.89% 13.02.88

Amadeus Benelux N.V. N.V. Belgium Medialaan, 30. Vilvoorde 1800. Distribution 99.89% 99.89% 11.07.89

Amadeus Beteiligungs GmbH (7) (8) GmbH Germany Unterreut 6. 76135 Karlsruhe. Holding of shares - 99.89% 21.06.05

Amadeus Bilgi Teknolojisi Hizmetleri A.Ş. Anonim Şirketi Turkey İstanbul Havalımanı Serbest Bölgesi Plaza Ofis No: 1401 Kat: 14 34830

Yesilköy, İstanbul.


99.89% 99.89% 03.04.13

Amadeus Bolivia S.R.L. S.R.L. Bolivia Av. 6 de Agosto No. 2455 Edificio Hilda piso 12 of. 1201, La Paz.

Distribution 99.89% 99.89% 14.03.02

Amadeus Bosna d.o.o. za marketing Sarajevo

d.o.o. Bosnia and

Herzegovina

Midhat Karic Mitke 1, 71000 Sarajevo. Distribution 99.89% 4.99% 01.06.01

Amadeus Brasil Ltda. Limited Brazil Rua das Olimpiadas 205 – 5 andar, Sao

Paulo 04551-000.

Distribution 75.92% 75.92% 30.06.99

Amadeus Bulgaria EOOD Limited Bulgaria 1, Bulgaria Square, 16th Floor. Triaditza

Region. 1463 Sofia.

Distribution 54.95% 54.95% 17.11.98




Page 35

Name

Type of


Investment

31/12/2014 (%) (1) (2)

(3)

Investment

31/12/2013 (%) (1) (2)

(3)

Date of

acquisition or creation

(4)

Amadeus Capital Markets, S.A. Sociedad

Unipersonal (9)

Sociedad Anónima Spain Salvador de Madariaga 1. 28027 Madrid. Financial activities 100% 100% 28.04.08

Amadeus Central and West Africa S.A. S.A. Ivory Coast 7, Avenue Nogues 08 BPV 228 Abidjan 01. Distribution 99.89% 99.89% 03.10.01

Amadeus Content Sourcing, S.A. Sociedad

Unipersonal

Sociedad Anónima Spain Calle Salvador de Madariaga 1, 28027,

Madrid.

Intermediation 99.89% - 11.06.14

Amadeus Corporate Business, AG

AG Germany Marienbader Platz 1, 61348, Bad

Homburg, v.d. Hohe, Frankfurt am Main.

Holding of shares 99.89% - 01.04.14

Amadeus Customer Center Americas S.A. Sociedad Anónima Costa Rica Oficentro La Virgen II. Torre Prisma, Piso

5, Pavas, San José.


Amadeus Czech Republic and Slovakia s.r.o. s.r.o. Czech Republic Meteor Centre Office Park

Sokolovská 100 / 94 Praha 8

Karlin 186 00.

Distribution 99.89% 99.89% 19.09.97

Amadeus Data Processing GmbH (7) GmbH Germany Berghamer Strasse 6. D-85435. Erding.

Munich.

Data processing 99.89% 99.89% 15.04.88

Amadeus Denmark A/S (10) A/S Denmark Oldenburg Allé 3, 1.tv. DK-2630 Taastrup. Distribution 99.89% 99.89% 31.08.02

Amadeus Eesti AS AS Estonia Tuukri 19. 10152 Tallinn. Distribution 64.93% 64.93% 19.09.94

Amadeus Finance B.V. B.V. The Netherlands De Entrée 99 1101 HE Amsterdam. Financial activities 99.89% - 23.10.14

Amadeus France, S.A. (11) S.A. France Le Seine Saint Germain Bâtiment C, 2-8 Ave. Du Bas-Meudon. F-92445 Issy-Les-

Moulineaux Cedex.

Distribution 99.89% 99.89% 27.04.98

Amadeus GDS LLP LLP Kazakhstan 48, Auezov str., 4th floor 050008, Almaty.

Distribution 99.89% 99.89% 08.01.02

Amadeus GDS (Malaysia) Sdn. Bhd. Sdn. Bhd. Malaysia Suite 1005, 10th Floor. Wisma Hamzah-

kwong Hing. nº 1 Leboh Ampang. Kuala

Lumpur 50100.

Distribution 99.89% 99.89% 02.10.98

Amadeus GDS Singapore Pte. Ltd. Pte. Ltd. Singapore 600 North Bridge Road 15-06. Parkview

Square. Singapore 188778.

Distribution 99.89% 99.89% 25.02.98

Amadeus Germany GmbH

GmbH Germany Marienbader Platz 1. 61348 Bad Homburg. Distribution 99.89% 99.89% 07.08.99

AMADEUSGLOBAL Ecuador S.A. Sociedad Anónima Ecuador República del Salvador N35- 126 y

Portugal, Edificio Zanté; piso 2 oficina 206,

Sector Estadio Olímpico Atahualpa, Quito.

Distribution 99.89% 99.89% 12.01.96

Amadeus Global Travel Israel Ltd. Limited Israel 14 Ben Yehuda St. 61264 Tel Aviv. Distribution 99.89% 99.89% 23.03.00




Page 36

Name

Type of


Investment

31/12/2014 (%) (1) (2)

(3)

Investment

31/12/2013 (%) (1) (2)

(3)

Date of


(4)

Amadeus GTD Ltd. Limited Kenya P.O. Box 6680-00100, 14, Riverside off

Riverside Drive, Grosvenor suite 4A, 4th

Floor, Nairobi.

Distribution 99.89% 99.89% 03.07.03

Amadeus GTD (Malta) Limited Limited Malta Birkirkara Road. San Gwann. SGN 08. Distribution 99.89% 99.89% 17.02.04

Amadeus GTD Southern Africa Pty. Ltd. Pty. Ltd. South Africa Turnberry Office Park. 48 Grosvenor Road,

Bryanston. 2021 Johannesburg.

Distribution 99.89% 99.89% 01.01.03

Amadeus Hellas, S.A. S.A. Greece Sygrou Ave. 157. 17121 N. Smyrni -

Athens.

Distribution 99.89% 99.89% 02.02.93

Amadeus Honduras, S.A. (12) Sociedad Anónima Honduras Edificio El Ahorro Hondureño. Cía. de

Seguros, S.A. 4to Nivel - Local B. Av.

Circunvalación. San Pedro Sula.

Distribution 99.89% 99.89% 17.03.98

Amadeus Hong Kong Ltd. Limited China 3/F, Henley Building nº 5 Queen’s

Road. Central Hong Kong.

Distribution 99.89% 99.89% 21.08.03

Amadeus Information Technology LLC Limited Liability Russia М. Golovin line 5, 2nd floor

107045, Moscow.

Distribution 99.89% 99.89% 28.03.08

Amadeus Integrated Solutions Pty Ltd. Limited South Africa Turnberry Office Park, 48 Grosvenor Road, Bryanston, Johannesburg.

Distribution 99.89% 99.89% 30.08.11

Amadeus IT Group Colombia S.A.S. Limitada Colombia Carrera 11 No. 84 - 09 6° piso Edificio

Torre Amadeus, Bogotá.

Distribution 99.89% 99.89% 25.07.02

Amadeus IT Group, S.A. (9) Sociedad Anónima Spain Salvador de Madariaga, 1. 28027 Madrid. Group management

99.89% 99.89% 14.07.88

Amadeus IT Pacific Pty. Ltd. Pty. Limited Australia Locked Bag A5085, Sydney South, NSW

1235.

Distribution 99.89% 99.89% 18.11.97

Amadeus Italia S.p.A. Societá per Azioni Italy Via Morimondo, 26. 20143 Milano. Distribution 99.89% 99.89% 18.12.92

Amadeus Japan K.K. K.K. Japan SPP Ginza Building 5F, 2-4-9 Ginza, Chuo-

Ku, Tokio 104-0061.

Distribution 99.89% 99.89% 01.01.05

Amadeus Korea, Ltd Limited South Korea Kyobo Securities Building-Youldo 10F,

Bldg. 26-4 Youido-dong, Yongdungpo-gu,

Seoul 150-737.

Software

development and

software definition

99.89% 99.89% 14.11.11

Amadeus Lebanon S.A.R.L. S.A.R.L. Lebanon Gefinor Centre P.O. Box 113-5693 Beirut. Distribution 99.89% 99.89% 07.05.09

Amadeus Magyaroszag Kft Korlatolf

Felelossegu Tarsasag

Hungary 1075 Budapest. Madách Imre út 13-14.

Budapest.

Distribution 99.89% 99.89% 13.10.93

Amadeus Marketing (Ghana) Ltd. Limited Ghana 12 Quarcoo Lane, West Airport Residential

Area, Accra. Distribution 99.89% 99.89% 14.11.00




Page 37

Name

Type of


Investment

31/12/2014 (%) (1) (2)

(3)

Investment

31/12/2013 (%) (1) (2)

(3)

Date of


(4)

Amadeus Marketing Ireland Ltd. Limited Ireland 10 Coke Lane Dublin 7. Distribution 99.89% 99.89% 20.06.01

Amadeus Marketing Nigeria Ltd. Limited Nigeria 26, Ladipo Bateye Street

G.R.A., Ikeja, Lagos.

Distribution 99.89% 99.89% 18.05.01

Amadeus Marketing Phils Inc. Inc. Philippines 36th Floor, LKG Tower Ayala Avenue,

Makati City.

Distribution 99.89% 99.89% 09.06.97

Amadeus Marketing Romania S.R.L. S.R.L. Romania 246C Calea Floreasca, Sky Tower Building,

19th floor, 014476, Bucharest.

Distribution 99.89% 99.89% 22.01.03

Amadeus Marketing (Schweiz) AG

AG Switzerland Pfingstweidstrasse 60. Zurich CH 8005. Distribution 99.89% 99.89% 14.06.94

Amadeus Marketing (UK) Ltd. Limited U.K. 3rd Floor First Point, Buckingham Gate, Gatwick, West Sussex RH6 0NT.

Distribution 99.89% 99.89% 13.07.88

Amadeus México, S.A. de C.V. (12) Sociedad Anónima Mexico Pº de la Reforma nº 265, Piso 11. Col.

Cuauhtemoc 06500 México D.F.

Distribution 99.89% 99.89% 13.02.95

Amadeus North America Inc. (12) Inc. U.S.A. 3470 NW 82nd, Avenue Suite 1000,

Miami, Florida 33122.

Distribution 99.89% 99.89% 28.04.95

Amadeus Norway AS (10) AS Norway Post boks 6645, St Olavs Plass, NO-0129

Oslo.

Distribution 99.89% 99.89% 31.08.02

Amadeus Paraguay S.R.L. S.R.L. Paraguay Luis Alberto de Herrera 195 esquina Fulgencio Yegros, Edificio Inter Express -

Piso 2, Oficina 202, Asunción.

Distribution 99.89% 99.89% 13.03.95

Amadeus Perú S.A. Sociedad Anónima Peru Víctor Andrés Belaunde, 147. Edificio Real

5, Oficina 902. San Isidro, Lima.

Distribution 99.89% 99.89% 12.10.95

Amadeus Polska Sp. z o.o. Sp. z o.o. Poland ul. Domaniewska 49, Warsaw 26-672. Distribution 99.89% 99.89% 17.12.92

Amadeus Revenue Integrity Inc. (12) Inc. U.S.A. 3530 E. Campo Abierto, Suite 200,

Tucson, AZ - 85718.

Information

Technology

99.89% 99.89% 07.11.03

Amadeus Rezervasyon Dağıtım Sistemleri A.Ş

Anonim Şirketi Turkey Muallim Naci Caddesi 81 Kat 4. Ortaköy

80840 İstanbul.

Distribution 99.89% 99.89% 11.05.94

Amadeus S.A.S. Société par Actions

Simplifiée

France Les Bouillides, 485 Route du Pin Montard.

Boite Postale 69. F-06902 Sophia Antipolis Cedex.

Software

development and software definition

99.89% 99.89% 02.05.88

Amadeus Scandinavia AB Limited Sweden Hälsingegatan 49 6tr, Box 6602

SE-113 84 Stockholm

Distribution 99.89% 99.89% 31.08.02

Amadeus Services Ltd. Limited U.K. World Business Centre 3. 1208 Newall

Road. Heathrow Airport. Hounslow TW6 2RB Middlesex.

Software

development 99.89% 99.89% 20.07.00




Page 38

Name

Type of


Investment

31/12/2014 (%) (1) (2)

(3)

Investment

31/12/2013 (%) (1) (2)

(3)

Date of


(4)

Amadeus Software Labs India Private Limited

Limited

India

6th Floor, Etamin Block, Prestige

Technology Park-II, Marathahalli-Srajapur

Outer Ring Road, 560103 Bangalore.

Software

development and

software definition

99.89% 99.89% 21.02.12

Amadeus Soluciones Tecnológicas, S.A. Sociedad

Unipersonal

Sociedad Anónima Spain Ribera del Loira 4-6, 28042, Madrid. Distribution 99.89% 99.89% 23.09.98

Amadeus Sweden AB (10) (13) AB Sweden Hälsingegatan 49 6tr, Box 6602

SE-113 84 Stockholm Distribution -

78.16%

31.08.02

Amadeus Taiwan Company Limited Limited Taiwan 12F, No. 77 Sec.3, Nan-Jing E. Rd. Taipei

City.

Distribution 99.89% 99.89% 10.07.08

Amadeus Verwaltungs GmbH

GmbH Germany Unterreut 6. 76135 Karlsruhe. Holding of shares 99.89% 99.89% 21.06.05

AMS-NM Acquisition, Inc (12) (14) Inc. U.S.A. Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County,

Delaware, 19801.

Holding of shares - 99.89% 06.12.13

Content Hellas Electronic Tourism Services S.A. Limited Liability Company

Greece 157, Syngrou Av., 3rd floor, N. Smyrni, 17121 Athens.

Distribution 99.89% 99.89% 14.09.09

CRS Amadeus America S.A. (15) Sociedad Anónima Uruguay Av. 18 de Julio 841. Montevideo 11100. Regional Support 99.89% 99.89% 22.07.93

Enterprise Amadeus Ukraine Limited Liability Company

Ukraine 45a, Nyzhnoyurkivska Str, Kyiv, 04080.

Distribution 99.89% 99.89% 22.10.04

Gestour S.A.S.

Société par Actions

Simplifiée

France 16, Avenue de l’Europe, 67300

Schiltigheim.

Software

development

99.89% 99.89% 01.06.10

i:FAO AG (16)

AG Germany Clemensstrasse 9

60487 Frankfurt am Main.


i:FAO Bulgaria EOOD (16)

EOOD Bulgaria Antim Tower, Level 15

2 Kukush Street, 1309 Sofia.

Software

Development

70.14% - 25.06.14

i:FAO Group GmbH (16)

GmbH Germany Clemensstrasse 9 60487 Frankfurt am Main.

Distribution and Software

development

70.14% - 25.06.14

i:FAO of North America, Inc (15) (16)

Inc. U.S.A. 550 Town Center DR STE 126, Smiths

Creek, Michigan.

Distribution and


70.14% - 25.06.14

Latinoamérica Soluciones Tecnológicas SPA (17) SPA Chile Isidora Goyenechea 2939 P/10, Las

Condes, Santiago.

Distribution 99.89% - 21.02.14

NMC Eastern European CRS B.V. B.V. The Netherlands Schouwburgplein 30-34. 3012 CL

Rotterdam. Distribution 99.89% 99.89% 30.06.98




Page 39

Name

Type of


Investment

31/12/2014 (%) (1) (2)

(3)

Investment

31/12/2013 (%) (1) (2)

(3)

Date of


(4)

NMTI Holdings, Inc. (12) (14) Inc. U.S.A. Corporation Trust Center, 1209 Orange

Street, Wilmington, County of New Castle,

Registry of Delaware 19801 - Delaware 4326008.


Newmarket International, Inc. (12) Inc. U.S.A. 75 New Hampshire Ave, Portsmouth

NH 03801.

Distribution and

Software Development

99.89% - 05.02.14

Newmarket International Limited. (12) Limited U.K. Fourth Floor Drapers Court, Kingston Hall

Road, Kingston-upon-Thames, Surrey KT1 2BQ.

Distribution and


99.89% - 05.02.14

Newmarket International Software Pte. Ltd. (12) Limited Singapore 600 North Bridge Road, #14-02 Parkview

Square, Singapore 188778.

Distribution and

Software

Development

99.89% - 05.02.14

Newmarket International Software (Shanghai)

Pte. ltd. (12)

Limited China D-302, F525 ART, FOREST, #525

Fahuazhen Rd, Shanghai 200052.

Distribution and

Software

development

99.89% - 05.02.14

Pixell online marketing GmbH (18) GmbH Germany Mozartstr. 4bD-53115 Bonn. Distribution and

Software

development

99.89% 99.89% 09.03.10

SIA Amadeus Latvija SIA Latvia 8 Audeju Street, LV-1050 Riga. Distribution 99.89% 99.89% 31.08.02

Sistemas de Distribución Amadeus Chile, S.A. Sociedad Anónima Chile Marchant Pereira No 221, piso 11. Comuna de Providencia, Santiago de Chile.

Distribution 99.89% 99.89% 06.05.08

Sistemas de Reservaciones CRS de Venezuela,

C.A.

C.A. Venezuela Av. Francisco de Miranda, Edif. Parque

Cristal, Torre Este, Piso 3, Ofic 3 - 7A, Urb. Los Palos Grandes, Cod. Postal 1060,

Caracas.

Distribution 99.89% 99.89% 14.11.95

Travel Audience, GmbH (18) GmbH Germany Carlo-Schmid-Straße 12 52146 Würselen/

Aachen.

E-Commerce 99.89% 99.89% 23.11.11

Traveltainment GmbH GmbH Germany Carlo-Schmid-Straße 12 52146 Würselen/

Aachen.

Software

Development

99.89% 99.89% 27.09.06

Traveltainment UK Ltd. (18) Limited U.K. Unit 102 Culley Court, Orton Southgate,

Peterborough, PE2 6WA.

Software

Development

99.89% 99.89% 27.09.06

Tshire Travel Solutions and Services (PTY) Ltd. (19)

Pty Ltd. South Africa Turnberry Office Park, 48 Grosvenor Road, Bryanston, Johannesburg.

Distribution - - 01.07.11

UAB Amadeus Lietuva UAB Lithuania Olimpieciu 1A-9B, LT-09200, Vilnius. Distribution 99.89% 99.89% 31.08.02

UFIS Airport Solutions AS

AS Norway Cort Adelers gate 17, 0254 Oslo. Holding of shares 99.89% - 24.01.14




Page 40

Name

Type of


Investment

31/12/2014 (%) (1) (2)

(3)

Investment

31/12/2013 (%) (1) (2)

(3)

Date of


(4)

UFIS Airport Solutions Holding Ltd (20) (21) Limited Thailand Suvarnabhumi Airport Operation Building,

999 Moo 1, Suite Z4-007, Bangna-Trad KM

15 Road, Nong Prue, Bang Phli, Samutprakarn 10540.


UFIS Airport Solutions Ltd. (21) (22) Limited

Thailand Suvarnabhumi Airport Operation Building,

999 Moo 1, Suite Z4-007, Bangna-Trad KM 15 Road, Nong Prue, Bang Phli,

Samutprakarn 10540.

Software

Development

73.92% - 24.01.14

UFIS Airport Solutions Pte Ltd (21)

Limited Singapore 300 Beach Road #14-06, The Concourse, Singapore 199555.


99.89% - 24.01.14

UFIS Airport Solutions, GmbH (21) GmbH Germany Wilhelm-Bleyle Str.7 71636 Ludwigsburg.


99.89% - 24.01.14

Joint ventures and associates

Amadeus Algerie S.A.R.L S.A.R.L. Algeria 06, Rue Ahcéne Outaleb « les Mimosas »

Ben Aknoun.

Distribution 39.96% 39.96% 27.08.02

Amadeus Egypt Computerized Reservation Services S.A.E. (23)

S.A.E. Egypt Units 81/82/83 Tower A2 at Citystars. Cairo.

Distribution 99.89% 99.89% 28.03.05

Amadeus Gulf L.L.C. Limited Liability

Company

United Arab

Emirates

7th Floor, Al Kazna Insurance Building,

Banyas Street. P.O. Box 46969. Abu Dhabi.

Distribution 48.95% 48.95% 27.12.03

Amadeus Libya Technical Services JV Limited Liability

Company

Libya Abu Kmayshah st. Alnofleen Area, Tripoli. Distribution 24.97% 24.97% 08.10.09

Amadeus Maroc S.A.S. S.A.S. Morocco Route du Complexe Administratif. Aéroport

Casa Anfa. BP 8929, Hay Oulfa. Casablanca 20202.

Distribution 29.97% 29.97% 30.06.98

Amadeus Qatar W.L.L. W.L.L. Qatar Al Darwish Engineering W.W.L. Building nº

94 "D" Ring road 250. Hassan Bin Thabit –

Street 960. Doha.

Distribution 39.96% 39.96% 03.07.01

Amadeus Saudi Arabia Limited (23) Limited Saudi Arabia Nº 301, Third Floor. Saudi Business

Center. Medina Road, Sharafia Quarter.

Jeddah.

Distribution 99.89% 99.89% 06.05.04

Amadeus Sudani co. Ltd. Limited Sudan Street 3, House 7, Amarat. Khartoum

11106.

Distribution 39.96% 39.96% 21.09.02

Amadeus Syria Limited Liability (23)

Limited Syria Shakeeb Arslan Street Diab Building,

Ground Floor. Abu Roumaneh, Damascus.

Distribution 99.89% 99.89% 04.12.08




Page 41

Name

Type of


Investment

31/12/2014 (%) (1) (2)

(3)

Investment

31/12/2013 (%) (1) (2)

(3)

Date of


(4)

Amadeus Tunisie S.A.

Société Anonyme Tunisia

41 bis. Avenue Louis Braille. 1002 Tunis –

Le Belvedere. Distribution 29.97% 29.97% 06.09.99

Amadeus Yemen Limited (23) Limited Yemen 3rd Floor, Eastern Tower, Sana’a Trade

Center, Algeria Street, PO Box 15585,

Sana’a.

Distribution 99.89% 99.89% 31.10.08

Jordanian National Touristic Marketing Private

Shareholding Company

Limited Jordan Second Floor, nº2155, Abdul Hameed

Shraf Street Shmaisani. Amman.

Distribution 49.95% 49.95% 19.05.04

Moneydirect Americas Inc. (15) (24) Inc. U.S.A. 2711 Centerville Road, Suite 400, Wilmington, 19808 Delaware.


49.95% 49.95% 14.02.08

Moneydirect Limited (15) Limited Liability

Company

Ireland First Floor, Fitzwilton House, Wilton Place,

Dublin.

Electronic payment

services

49.95% 49.95% 20.12.07

Moneydirect Limited NZ (15) (24) Limited New Zealand Level 9, 63 Albert Street. Auckland. Software

development

49.95% 49.95% 03.12.97

Moneydirect Pty. Ltd. (15) (24) Limited Australia Level 12, 300 Elizabeth Street Locked Bag A5085 Sydney South NSW 1235.


49.95% 49.95% 03.12.97

Qivive GmbH (5) (15) GmbH Germany c/o Rechtsanwälte Amend Minnholzweg

2b. 61476 Kronberg im Taunus.

Information

technology

33.29% 33.29% 26.02.03




Page 42

(1) In certain cases, companies are considered to be wholly-owned subsidiaries, even though local statutory obligations require them to have more than one

shareholder or a specific percentage of the capital stock owned by citizens and/or legal entities of the country concerned. These shareholders are not entitled

to any economic right.

(2) Unless otherwise stated, all participations are indirect.

(3) The participation in these companies is held through Amadeus IT Group, S.A., or through its subsidiaries, as indicated in notes (5) to (24) below.

(4) In the case of various investments or capital increases, the date of acquisition or creation refers to the first one.

(5) The participation in these companies is held through Amadeus Germany GmbH.

(6) On January 1, 2014, the company Airconomy Aviation Intelligence Gmbh was merged into Amadeus Germany GmbH.

(7) The participation in these companies is held through Amadeus Verwaltungs GmbH.

(8) On January 1, 2014, the company Amadeus Beteiligungs GmbH was merged into Amadeus Verwaltungs GmbH.

(9) The participation in these companies is direct.

(10) The participation in these companies is held through Amadeus Scandinavia AB.

(11) The share percentage in this company is 1% direct and 98.89% indirect.

(12) The participation in these companies is held through Amadeus Americas, Inc.

(13) On November 24, 2014, the company Amadeus Sweden AB was merged into Amadeus Scandinavia AB.

(14) On February 5, 2014, the company Amadeus Americas, Inc., has acquired NMTI Holdings, Inc. through a reverse merger between its subsidiary AMS-NM

Acquisition, Inc. and NMTI Holdings, Inc. being the surviving corporation NMTI Holdings, Inc.

(15) These companies are in the process of being liquidated.

(16) The participation in this company is held through Amadeus Corporate Business, AG.

(17) The participation in this company is held through Sistemas de Distribución Amadeus Chile, S.A.

(18) The participation in these companies is held through Traveltainment AG.

(19) The control of this company is held through Amadeus Integrated Solutions Pty Ltd.

(20) The Company controls 79.91% of the voting rights of this company.

(21) The participation in these companies is held through UFIS Airport Solutions AS.

(22) The share percentage in this company is 48.95% indirect through UFIS Airport Solutions AS and 24.97% indirect through UFIS Airport Solutions Holding Ltd.

The Group controls 89.90% of the voting rights of this company.

(23) These companies are considered joint ventures, as the Company does not have control over them according to contractual agreements, there are no restrictions

for transferring funds.

(24) The participation in these companies is held through Moneydirect Limited.


Directors’ Report for

the year ended December 31, 2014

INDEX

1. Economic results ............................................................................... 45

2. Financial risk and capital management ................................................. 46

3. Expected business evolution ............................................................... 47

4. Research and development activities ................................................... 49

5. Treasury shares ................................................................................ 50

6. Subsequent events ............................................................................ 50

7. Corporate governance annual report .................................................... 51

Page 45

DIRECTORS’ REPORT OF AMADEUS IT HOLDING, S.A.

Given the structure and operative processes of Amadeus Group, the Management considers that the

Group Directors’ Report shows a more adequate overview of the Group activity than the standalone

financial information of Amadeus IT Holding, S.A. The aforementioned report is part of the consolidated

annual accounts.

1. ECONOMIC RESULTS

The stand-alone statement of income of the issuing Company for the years 2014 and 2013, respectively,

is as follows:

The main variations occurred during the year 2014, compared to the year 2013 are as follows:

Net trade revenue includes, mainly, the dividends received from Amadeus IT Group S.A., amounting

to 329,396 thousand Euros and 283,845 thousand Euros in 2014 and 2013, respectively.

Additionally, in 2014, the financial income from Group companies corresponds to the accrued

interests on the loan given to Amadeus IT Group, S.A., amounting to 747,422 thousand Euros, with

the funds obtained by the loan received, of the same amount, from Amadeus Capital Markets, S.A.

Expressed in thousands of Euros Year 2014 Year 2013

Net Trade Revenue 368,788 323,074


Dividends received from Group companies 329,396 283,845

Financial income from Group companies 37,882 37,846

Operating Expenses (7,492) (5,983)

OPERATING PROFIT / (LOSS) 361,296 317,091

Financial income 14 34

Financial expenses (38,287) (38,372)

Exchange rate differences 22 7

FINANCIAL PROFIT / (LOSS) (38,251) (38,331)

PROFIT / (LOSS) BEFORE TAX 323,045 278,760

Corporate Income Tax 1,866 1,527

NET PROFIT / (LOSS) FOR THE YEAR 324,911 280,287

Page 46

The financial result in 2014 registers mainly the financial expenses from the loan received from

Amadeus Capital Markets, S.A.; this entity handed over to the Company the funds obtained by the

bonds issue in the Euromarket in July 2011 amounting to 750,000 thousand Euros.

The net profit for the year 2014 has increased by 15.9%, from 280,287 thousand Euros in 2013 to

324,911 thousand Euros in 2014.

2. FINANCIAL RISK AND CAPITAL MANAGEMENT

The Company’s financial risk management objectives are aligned with those applied by the Group

companies, at which level financial risks for the Group are managed. Only the interest rate and the

liquidity risk management policies apply to the Company.

However, these risks are reduced due to the fact that the Company acts as intermediary of funds. The

Company acts as a borrower in the intercompany loan that has signed with Amadeus Capital Markets,

S.A. Sociedad Unipersonal and as a lender in the intercompany loan that has signed with Amadeus IT

Group, S.A.

Both loans have the same financial conditions, they accrue a fix interest rate of 4.91714% payable on

a yearly basis and additionally, they include an implicit fix interest rate of 0.16974% to be capitalised

on a yearly basis. The maturity of both loans will be on July 15, 2016.

The Company manages its capital to ensure that the Group companies will be able to continue as a

going concern while generating the returns to the shareholders and to benefit other stakeholders

through the optimisation of the Group leverage ratio.

The credit rating granted by the agency Standard & Poor’s Credit Market Service Europe Limited is

‘BBB/A-2’, with stable outlook. The credit rating granted by the agency Moody’s Investors Service

España S.A. is ‘Baa2’, with stable outlook. During the year 2013, both agencies revised upward the

credit rating, maintaining the rating of ‘Investment Grade’.

The Board of Directors of the Company has agreed to maintain the current dividend policy for the year

2014 and onwards, consisting of a dividend pay-out up to a range of 40% to 50% of the consolidated

net profit.

The amount of future dividends the Company decides to pay, if any, and the future dividend policy will

however depend on a number of factors, including earnings, financial conditions, debt service

obligations, cash requirements, prospects or market conditions. The amount of dividends is proposed

by the Board of Directors and approved by the shareholders at General Shareholders' Meeting.

Page 47

3. EXPECTED BUSINESS EVOLUTION

Macroeconomic backdrop and Amadeus business model

Amadeus is a leading technology provider and transaction processor for the global travel and tourism

industry. Our business model is transactional and volume driven. We charge our clients - airlines and

other travel providers - a fee per transaction (mainly bookings made by online and offline travel agencies

connected to the Amadeus system or passengers boarded by airlines using our IT solutions). Our

businesses and operations are therefore in large part dependent on the worldwide travel and tourism

industry, which is sensitive to general economic conditions and trends.

As the IMF’s World Economic Outlook (WEO) describes, the end of 2014 is marked by several facts. On

one hand, the decline in oil prices (55% since September), driven by unexpected demand weakness

and more importantly, by oil supply factors, including the OPEP decision of maintaining current

production levels despite the steady rise in production from non-OPEC producers, especially the US. On

the other hand, the economic performance of all major economies came short of expectations, with the

exception of the US.

Under the current circumstances global growth is now projected at 3.5%1 in 2015, down by 0.3%

relative to the IMF October projections, although still representing an increase from 3.3% growth in

2014. This overall growth is the result of different performances regionally.

The IMF1 projects growth in the United States to reach 3.6% in 2015, up from 2.4% in 2014, assisted

by domestic demand improvement, driven by lower oil prices, more moderate fiscal adjustment and

continued support from an accommodative monetary policy, despite the projected gradual rise of

interest rates. The recent USD appreciation should however bring a reduction in net exports.

In the Euro area, despite weaker than anticipated growth in late 2014, activity in 2015 is expected to

grow 1.2%, largely on account of lower oil prices, further monetary easing, a more neutral fiscal stance

and the depreciation of the Euro.

In emerging markets and developing economies, growth is projected to remain broadly stable at again

a weaker pace (4.3%) than forecast in the October 2014 WEO. Three main factors explain this

downshift:

• Lower growth in China which will also have important regional effects as it partly explains the

downward revisions to growth in much of emerging Asia;

• A much weaker outlook on Russia: given the economic impact of sharply lower oil prices and

increased geopolitical tensions, Russia’s sharp slowdown and Ruble’s depreciation have also severely

weakened the outlook for other economies in the region;

• In many emerging and developing commodity exporters, the projected rebound in growth is weaker

or delayed compared with the October 2014 projections, as the impact of lower oil and other

commodity prices is now projected to take a heavier toll on medium-term growth.

1 Source: World Economic Outlook (WEO) Update from January 2015

Page 48

In February 2015 the International Air Transport Association (IATA) reported a 5.9% increase in traffic

for the full year 2014. More than half of the growth in passengers travel took place on airlines in

emerging markets, including Asia and Pacific and the Middle East. Middle Eastern carriers benefitted

from solid trade growth which supported business related international air travel. Asia and Pacific

carriers have seen strong growth in domestic air travel demand, particularly in China toward the end of

2014. Additionally while lower oil prices should be positive for economic activity and passenger demand,

the gradual easing in business confidence over the final quarter has weighted on international travel

and may constrain the pace of expansion in the near term.

The expected improvement in worldwide economic growth levels in 2015 should be reflected in the

traffic figures, given the existing relationship between this metric and GDP growth. IATA expects traffic

growth to increase to 7%2 for 2015. Additionally the financial performance of the Air transport industry

in 2015 should continue improving, driven by a combination of volume growth, lower oil prices and

increased efficiency levels. We expect to continue to deploy positive growth throughout the year based

on the above expected global GDP and air traffic growth for 2015, as well as Amadeus’ own

developments in 2014, such as our contracted market share gains from Orbitz in the US, the successful

migration of the TOPAS travel agency network to Amadeus and expected airline migrations to Altéa in

2015.

Additionally, the M&A activity displayed during 2014 (UFIS, Newmarket and i:FAO) and our IT Solutions’

hotel and rail launch partner signatures should further support growth in the mid to long term.

Amadeus strategic priorities and expected business evolution in 2015

Distribution is Amadeus’ original business. It is management’s goal to continue to profitably grow the

business, continue to expand its addressable markets and deliver a best-in-class service to our clients.

We continue to invest in our platform, in order to support our customers in adapting to the fast changing

travel industry. Merchandising, personalisation tools and improved shopping solutions are examples of

innovative solutions that are key to our development strategy.

The term of our content agreements with airlines typically range between 3 and 5 years. This, provides

the necessary visibility and allows us to ensure our platform holds the most comprehensive content

possible supporting the enhanced value the travel agency brings as distribution channel.

We continue to foresee heightened competition in certain regions which may have a dilutive impact on

the contribution margin of this segment, as in 2014. Further penetration of the US market, the full year

effect of the TOPAS migration, or increased low cost carrier volumes could generate an increased weight

of local bookings, which could contribute as well to this dilutive pressure.

Our IT Solutions business has posted double-digit growth in 2014 driven by the large 2013 Asian

migrations like Asiana, Garuda Indonesia or Thai Airways, plus the migration of Korean Airways in

September 2014. For 2015, we should expect high single-digit growth in Passengers Boarded as a result

of: (i) the full-year effect of the Korea Airways migration, (ii) the new migrations happening during 2015

accounting for additional 20 million Passengers Boarded (iii) and the organic traffic growth of our existing

customer base.

2 Source: IATA (press release on airline profitability-Dec 10, 2014)

Page 49

In 2014, we also achieved a strategic milestone for Amadeus in Airline IT, with the successful migration

of Southwest International to Altea, our first large Altea US customer. Subsequently, the migration of

also Southwest’s domestic service to the Altéa platform over 2016-2017, was also announced. Our

current Altea contracted customer base will represent close to 1 billion passengers boarded annually by

2017.

During 2014 we have also continued making positive progress within our IT Solutions business. We

announced a strategic technological relationship with InterContinental Hotel Group. We also announced

the signature of BeNe Rail International (BeNe RI) as our launch customer to create a new community

IT platform for the rail industry. We continue signing new clients for our Airport IT solutions portfolio,

the latest example being the implementation to London Gatwick Airport of Amadeus’ cloud-based

Airport-Collaborative Decision Making Portal (A-CDM) to improve collaborative decision-making

processes. In payments, Unionpay and Worldpay have been added to our payment platform, allowing

Amadeus’ customers to offer an extended payment choice to their customers.

Our commitment to R&D investment has always been a fundamental part of our strategy and is the key

to the success of our existing businesses. In 2015 we will continue devoting resources to our R&D

investment program, related among others, to our new activities, airline migration efforts and innovation

in the Distribution area.

Finally, it is our objective to preserve a strong cash flow profile with a sound capital structure. Expecting

to reach the lower end of our stated capital structure target range (1.0x - 1.5x Group net debt / Group

EBITDA) by the end of the year, the Company announced a share buy-back on December 11, 2014 for

a maximum investment of 320 million Euros. The Company’s Board of Directors on the same day also

proposed to maintain a pay-out ratio of 50% of the reported profit for 2014. This would represent a

final gross dividend of 0.70 Euros per share from the 2014 reported profit, an increase of 12% vs. the

dividend paid in 2013.

Additionally, on December 11, 2014, the Company’s Board of Directors agreed to distribute an interim

dividend against 2014 results, of a fixed gross amount of EUR 0.32 per share with dividend rights,

amounting to KEUR 142,072, effective on January 30, 2015.

4. RESEARCH AND DEVELOPMENT ACTIVITIES

The Company does not perform Research and Development activities by itself. These are performed by

other subsidiaries of the Group, so the information included in the Consolidated Directors’ Report of

Amadeus IT Holding, S.A. is more representative.

Page 50

5. TREASURY SHARES

Treasury shares balances and movements during the years 2014 and 2013, are as follows:

Treasury Shares Amount

At December 31, 2012 3,571,810 33,425

Disposals (608,672) (620)

At December 31, 2013 2,963,138 32,805

Additions 1,316,411 42,413

Disposals (674,072) (655)

At December 31, 2014 3,605,477 74,563

Outstanding share buy-back programme - 277,587

Total 3,605,477 352,150

The Company uses the treasury shares portfolio held at December 31, 2013 to cover the remuneration

schemes consisting in the future delivery of shares to employees and/or Group management members.

During the year 2014, the Company delivered 674,072 shares to cover the remuneration schemes

mentioned above.

On December 11, 2014, the Board of Directors of the Company agreed a Share buy-back programme

for the purchase of ordinary shares of the Company subject to a capped maximum amount of aggregate

total consideration of 320,000 thousand Euros and a maximum of 12,500,000 shares, representing

2.79% of the share capital of the Company. This programme will remain in force until May 29, 2015.

The purpose of the acquisition of shares under that plan basis is to reduce the share capital of the

Company, after the agreement of the General Shareholder’ Meeting that will take place in June 2015.

As of December 31, 2014, the total number of shares acquired by the Company is 1,316,411 shares,

amounting to 42,413 thousand Euros, out of which 11,188 thousand Euros were unpaid at December

31, 2014. The outstanding payment obligation of the Share buy-back programme is included in the

‘Other current financial liabilities’ caption of the accompanying balance sheet, amounting to 288,775

thousand Euros.

6. SUBSEQUENT EVENTS

In January 2015, the Administrative Court notified the Company the opening term to present an appeal

with regards to the tax assessment signed in disconformity in 2013 relating to Corporate Income Tax

for the years from 2008 to 2010. In February 2015, an appeal has been presented to the Central

Economic-Administrative Court.

In addition, in January 2015, the Group company, Amadeus IT Group, S.A., received the formal

notification from the Spanish Tax Authorities related to the execution of the agreement between the

Spanish and French Tax Authorities due to transfer pricing adjustments in the Corporate Income Tax

for the years from 2003 to 2009. Additionally, in February 2015, a mutual agreement procedure between

Page 51

Spain and Germany has been filed with the Spanish Tax Authorities, within the context of the Advanced

Pricing Agreement (APA) for the year 2010.

The Group company, Amadeus Finance B.V., has issued notes under the European Commercial Paper

Programme amounting to a nominal value of 278,500 thousand Euros as of the date of approval of these

annual accounts.

On February 17, 2015, the treasury stock of the Company amounts to 7,048,096 shares that represent

1.575% of its share capital, which will increase in the coming months with subsequent acquisitions as

per the Share buy-back Programme.

7. CORPORATE GOVERNANCE ANNUAL REPORT

The Annual Corporate Governance Report is part of the Directors' Report in accordance with the Spanish

Capital Companies Act. The aforementioned report is submitted to the CNMV separately and it can be

found on the website www.cnmv.es.

BOARD OF DIRECTORS

Members of the Board of Directors on the date when the annual accounts and the Directors’ Report were

prepared:

CHAIRMAN

José Antonio Tazón García

VICE-CHAIRMAN

Guillermo de la Dehesa Romero

CHIEF EXECUTIVE OFFICER

Luis Maroto Camino

DIRECTORS

Stuart Anderson McAlpine

Francesco Loredan

Clara Furse

David Webster

Pierre-Henri Gourgeon

Roland Busch

Marc Verspyck

SECRETARY (non Director)

Tomás López Fernebrand

VICE-SECRETARY (non Director)

Jacinto Esclapés Díaz

Madrid, February 26, 2015

Documents

Amadeus IT Holding, S.A. IT H… · · 2018-01-30Amadeus IT Holding, ... Trade debtors and other accounts receivable 30,266 28,726 ... 9.6 Periods open for tax audit and tax audit