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DUFRY AG Listing of 4,218,750 Registered Shares

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<strong>DUFRY</strong> <strong>AG</strong><br />

(a stock corporation under Swiss law)<br />

<strong>Listing</strong> <strong>of</strong> 4,<strong>218</strong>,<strong>750</strong> <strong>Registered</strong> <strong>Shares</strong><br />

This listing prospectus (the “<strong>Listing</strong> Prospectus”) relates to the listing (the “<strong>Listing</strong>”) <strong>of</strong> 4,<strong>218</strong>,<strong>750</strong><br />

registered shares with a nominal value <strong>of</strong> CHF 5 each (the “New <strong>Shares</strong>”) <strong>of</strong> Dufry <strong>AG</strong> (the “Company”, the<br />

Company, together with its subsidiaries, “Dufry” or the “Dufry Group”), on the main segment <strong>of</strong> the SIX Swiss<br />

Exchange, Zurich, Switzerland. The New <strong>Shares</strong> will be listed in addition to all other, already listed shares <strong>of</strong><br />

the Company (the “Existing <strong>Shares</strong>”, the Existing <strong>Shares</strong> <strong>of</strong> the Company together with the New <strong>Shares</strong><br />

collectively the “<strong>Shares</strong>”).<br />

The New <strong>Shares</strong> will be listed and trading <strong>of</strong> the New <strong>Shares</strong> will commence on December 19, 2008, under<br />

the existing SIX Swiss Exchange ticker symbol DUFN.<br />

The New <strong>Shares</strong> have been issued on October 13, 2008 and have been used as part <strong>of</strong> the consideration for<br />

the acquisition <strong>of</strong> Hudson Group Holdings, Inc. (“Hudson”), further described herein.<br />

Application has been made for the New <strong>Shares</strong> to be accepted for clearance through SIX SIS <strong>AG</strong> (“SIS”).<br />

No share certificates are issued and share certificates are not available for individual physical delivery.<br />

Purchasing the �ew <strong>Shares</strong> involves risks. See “Risk Factors” beginning on page 12.<br />

The New <strong>Shares</strong> have not been, and will not be, registered under the US Securities Act, and may not be<br />

<strong>of</strong>fered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to,<br />

the registration requirements <strong>of</strong> the US Securities Act. See “Transfer Restrictions.”<br />

The date <strong>of</strong> this <strong>Listing</strong> Prospectus is December 19, 2008.


The Company assumes responsibility for the completeness and accuracy <strong>of</strong> this <strong>Listing</strong> Prospectus pursuant<br />

to Section 4 <strong>of</strong> Scheme A <strong>of</strong> Annex I to the listing rules <strong>of</strong> the SIX Swiss Exchange. The Company confirms<br />

that, to the best <strong>of</strong> its knowledge and belief, the information given in this <strong>Listing</strong> Prospectus is in all material<br />

respects in accordance with the facts and does not omit anything likely to affect the import <strong>of</strong> such information<br />

in any material respect. The information contained in this <strong>Listing</strong> Prospectus is accurate only as <strong>of</strong> the date <strong>of</strong><br />

this <strong>Listing</strong> Prospectus, regardless <strong>of</strong> the time <strong>of</strong> delivery <strong>of</strong> this <strong>Listing</strong> Prospectus or any sale <strong>of</strong> the New<br />

<strong>Shares</strong>. In making investment decisions, investors must rely upon their own examination <strong>of</strong> the Company and<br />

the terms <strong>of</strong> the <strong>Listing</strong> being made hereby, including the merits and risks.<br />

Copies <strong>of</strong> this <strong>Listing</strong> Prospectus are available free <strong>of</strong> charge in Switzerland at the <strong>of</strong>fices <strong>of</strong> Dufry <strong>AG</strong>,<br />

Hardstrasse 95, 4052 Basel, Switzerland (tel. +41 61 266 42 38, fax +41 61 261 77 71, attention Andreas<br />

Schneiter, Director <strong>of</strong> Treasury & Investor Relations; email: andreas.schneiter@dufry.com).<br />

Information on the Company’s website, any website directly or indirectly linked to the Company or any<br />

other website mentioned in this <strong>Listing</strong> Prospectus is not incorporated by reference into this <strong>Listing</strong> Prospectus<br />

and investors should not rely on any such website in making their decision to invest in the New <strong>Shares</strong>.<br />

The distribution <strong>of</strong> this <strong>Listing</strong> Prospectus and the sale <strong>of</strong> the New <strong>Shares</strong> is, in certain jurisdictions,<br />

restricted by law. The Company requires persons into whose possession this <strong>Listing</strong> Prospectus comes to inform<br />

themselves <strong>of</strong> and observe all such restrictions. The Company will not accept any legal responsibility for any<br />

violation by any person, whether or not a prospective purchaser <strong>of</strong> New <strong>Shares</strong>, <strong>of</strong> any such restrictions. Any<br />

failure to comply with any <strong>of</strong> those restrictions may constitute a violation <strong>of</strong> the securities laws <strong>of</strong> any such<br />

jurisdiction. This <strong>Listing</strong> Prospectus may not be used for, or in connection with, any <strong>of</strong>fer to, or solicitation by,<br />

anyone in any jurisdiction or under any circumstances in which such <strong>of</strong>fer or solicitation is not authorized or is<br />

unlawful or to any person to whom it is unlawful to make such <strong>of</strong>fer or solicitation. This <strong>Listing</strong> Prospectus does<br />

not constitute an <strong>of</strong>fer to sell or a solicitation <strong>of</strong> an <strong>of</strong>fer to buy any New <strong>Shares</strong> in any jurisdiction to any person<br />

to whom it is unlawful to make such an <strong>of</strong>fer in such jurisdiction.<br />

i


TABLE OF CO�TE�TS<br />

P<strong>AG</strong>E P<strong>AG</strong>E<br />

UNITED STATES RELATED MATTERS ................. 1 INDUSTRY OVERVIEW ........................... 41<br />

FORWARD-LOOKING STATEMENTS ................... 1 BUSINESS .............................................. 49<br />

FINANCIAL AND CERTAIN OTHER DIRECTORS AND MAN<strong>AG</strong>ERS ................. 75<br />

INFORMATION.............................................. 2 MAJOR SHAREHOLDERS AND RELATED<br />

MARKET AND INDUSTRY INFORMATION ............ 2 PARTY TRANSACTIONS .................... 81<br />

SUMMARY ......................................................... 3 THE COMPANY ...................................... 83<br />

RISK FACTORS ................................................... 12 SHARE CAPITAL AND SHARES ............... 84<br />

THE ACQUISITION OF HUDSON GROUP TAXATION ............................................. 91<br />

HOLDINGS, INC............................................ 18 LISTING ................................................. 95<br />

DIVIDENDS AND DIVIDEND POLICY ................... 20 MARKET INFORMATION ......................... 96<br />

CAPITALIZATION ............................................... 21 TRANSFER RESTRICTIONS...................... 97<br />

MAN<strong>AG</strong>EMENT DISCUSSION AND ANALYSIS GENERAL INFORMATION ....................... 99<br />

OF FINANCIAL CONDITION AND RESULTS<br />

FINANCIAL STATEMENTS....................... F-1<br />

OF OPERATIONS ........................................... 22<br />

Investors should rely only on the information contained in this <strong>Listing</strong> Prospectus, to which the<br />

Company has referred, or any amendments or supplements expressly made to it by the Company. �o<br />

person is authorized to provide investors with information that is different. This <strong>Listing</strong> Prospectus may<br />

only be used where it is legal to sell the �ew <strong>Shares</strong>. The information in this <strong>Listing</strong> Prospectus may only<br />

be accurate on the date <strong>of</strong> this <strong>Listing</strong> Prospectus.<br />

ii


U�ITED STATES RELATED MATTERS<br />

The New <strong>Shares</strong> have not been, and will not be, registered under the US Securities Act or the laws <strong>of</strong> any<br />

state <strong>of</strong> the United States and may not be <strong>of</strong>fered or sold within the United States unless an exemption from the<br />

registration requirements <strong>of</strong> the US Securities Act is available.<br />

Each holder <strong>of</strong> <strong>Shares</strong> and each prospective shareholder <strong>of</strong> the issuer should seek advice from an<br />

independent tax advisor about the tax consequences under its own particular circumstances <strong>of</strong> investing<br />

in shares under the laws <strong>of</strong> Switzerland, the United States and its constituent jurisdictions and any other<br />

jurisdiction where the purchaser may be subject to taxation.<br />

The �ew <strong>Shares</strong> have not been approved or disapproved by the United States Securities and<br />

Exchange Commission, any state securities commission in the United States or any other United States<br />

regulatory authority, nor have any <strong>of</strong> the foregoing authorities passed upon or endorsed the merits <strong>of</strong> the<br />

<strong>Listing</strong> <strong>of</strong> the �ew <strong>Shares</strong> or the accuracy or adequacy <strong>of</strong> this <strong>Listing</strong> Prospectus. Any representation to<br />

the contrary is a criminal <strong>of</strong>fense in the United States.<br />

FORWARD-LOOKI�G STATEME�TS<br />

This <strong>Listing</strong> Prospectus contains certain forward-looking statements, including, without limitation,<br />

statements containing the words “believes”, “anticipates”, “expects” and words <strong>of</strong> similar import. Such forwardlooking<br />

statements involve known and unknown risks, uncertainties and other factors, which may cause the<br />

actual results <strong>of</strong> operations, financial condition, performance, or achievements <strong>of</strong> the Dufry Group, or industry<br />

results, to be materially different from any future results, performance or achievements expressed or implied by<br />

such forward-looking statements. Important factors that could cause the Dufry Group’s actual results,<br />

performance or achievements to differ materially from those expressed in these forward-looking statements<br />

include, among others:<br />

changes in general economic conditions or disruptions, financial or otherwise, to the business <strong>of</strong> travel<br />

providers, including airlines, railways and cruise lines, that affect the number <strong>of</strong> passengers traveling<br />

through the travel facilities in which the Dufry Group operates;<br />

management’s expectations and estimates concerning Dufry Group’s future financial performance and<br />

financing plans and programs;<br />

ability <strong>of</strong> the Dufry Group to implement its strategy, particularly its strategy <strong>of</strong> growth through<br />

enhancing and expanding <strong>of</strong> existing facilities and seeking new concessions through tenders, private<br />

negotiations or acquisition opportunities;<br />

competition among participants in the travel retail market; and<br />

changes in the taxation <strong>of</strong> goods or duty-free regulations in the markets in which the Dufry Group<br />

operates.<br />

Additional factors that could cause actual performance results or achievements to differ materially, include,<br />

but are not limited to, those discussed in “Management Discussion and Analysis <strong>of</strong> Financial Condition and<br />

Results <strong>of</strong> Operations,” “Risk Factors” and elsewhere in this <strong>Listing</strong> Prospectus.<br />

Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forwardlooking<br />

statements. The Company disclaims any obligation to update any such forward-looking statements to<br />

reflect future events or developments.<br />

1


FI�A�CIAL A�D CERTAI� OTHER I�FORMATIO�<br />

Certain figures in this <strong>Listing</strong> Prospectus have been subject to rounding adjustments. Accordingly, amounts<br />

shown as totals in tables or elsewhere may not be an arithmetic aggregation <strong>of</strong> the figures which precede them.<br />

In addition, certain percentages presented in the tables in this <strong>Listing</strong> Prospectus reflect calculations based upon<br />

the underlying information prior to rounding and, accordingly, may not conform exactly to the percentages that<br />

would be derived if the relevant calculations were based upon the rounded numbers.<br />

All references in this <strong>Listing</strong> Prospectus to “CHF” are to Swiss Francs, to “EUR” are to Euro and to “US$”<br />

are to US dollars.<br />

MARKET A�D I�DUSTRY I�FORMATIO�<br />

This <strong>Listing</strong> Prospectus contains certain industry data concerning the travel retail sector. Unless otherwise<br />

indicated, the statistical and other market information relating to the travel retail sector is based on statistics<br />

prepared by Airports Council International; Generation AB; International Civil Aviation Organization and<br />

Verdict.<br />

Industry publications generally state that the information they contain has been obtained from sources<br />

believed to be reliable, but the accuracy and completeness <strong>of</strong> such information is not guaranteed. The Company<br />

has not independently verified and cannot give any assurances as to the accuracy <strong>of</strong> market data and industry<br />

forecasts contained in this <strong>Listing</strong> Prospectus that were taken or derived from these industry publications.<br />

2


SUMMARY<br />

The following summary is qualified in its entirety by, and should be read in conjunction with, the detailed<br />

information set out in this <strong>Listing</strong> Prospectus including the financial information consisting <strong>of</strong> the consolidated<br />

and statutory financial statements.<br />

Acquisition <strong>of</strong> Hudson<br />

THE COMBI�ATIO� OF <strong>DUFRY</strong> A�D HUDSO�<br />

On September 3, 2008, Dufry signed an agreement and plan <strong>of</strong> merger agreement (the “Merger<br />

Agreement”) with, among others, Hudson, and the existing shareholders <strong>of</strong> Hudson, Advent-Hudson, LLC (the<br />

majority shareholder <strong>of</strong> Hudson controlled by funds managed by Advent International Corporation) and Hudson<br />

Media Inc. to acquire Hudson and all its subsidiaries (Hudson together with its subsidiaries the “Hudson<br />

Group”). The acquisition <strong>of</strong> Hudson (the “Acquisition”) closed on October 15, 2008 and was structured as a<br />

reverse triangular merger <strong>of</strong> two U.S.-subsidiaries <strong>of</strong> Dufry with Hudson essentially resulting in an exchange <strong>of</strong><br />

shares <strong>of</strong> Hudson for the New <strong>Shares</strong> and mandatory convertible notes (the “MCN”) <strong>of</strong> Dufry. As a result,<br />

Hudson now is a wholly owned subsidiary <strong>of</strong> Dufry.<br />

The consideration for the former non-Dufry shareholders <strong>of</strong> Hudson (Dufry already held indirectly via<br />

Advent-Hudson, LLC, 11.2 percent in Hudson before the Acquisition; these non-Dufry shareholders <strong>of</strong> Hudson<br />

collectively the “New Shareholders”) consisted <strong>of</strong> (i) 4,<strong>218</strong>,<strong>750</strong> New <strong>Shares</strong> issued from the authorized capital<br />

<strong>of</strong> Dufry and (ii) 932,704 zero-coupon CHF 85 MCN which converted into 932,704 registered shares issued<br />

from Dufry’s conditional capital at no premium on December 9, 2008. The pre-emptive rights and the advance<br />

subscription rights <strong>of</strong> the existing shareholders have been excluded. The applicable exchange ratio for the New<br />

<strong>Shares</strong> and the MCN has been determined based on the 3-month weighted average share price <strong>of</strong> Dufry <strong>of</strong> CHF<br />

85 and values 100 percent <strong>of</strong> Hudson Group’s equity at US$ 446 million. Dufry refinanced Hudson Group’s<br />

existing debts <strong>of</strong> US$ 390 million. Dufry therefore has structured a new 5-year committed syndicated facility <strong>of</strong><br />

approximately CHF 1.25 billion, which has been fully underwritten by a group <strong>of</strong> five banks comprising Banco<br />

Santander, BNP Paribas, ING, Raiffeisen Zentralbank and Royal Bank <strong>of</strong> Scotland. This facility is used to<br />

refinance Hudson Group’s debt as well as Dufry’s existing bank debt.<br />

Rationale for the Acquisition<br />

Dufry has been successful with its strategy <strong>of</strong> growth in the past years increasing its turnover from<br />

CHF 685,700,000 in 2003 to CHF 1,930,256,000 in 2007, its EBITDA (before other operational results) from<br />

CHF 48,900,000 in 2003 to CHF 259,300,000 in 2007 and its net earnings from CHF (33,400,000) in 2003 to<br />

CHF 126,040,000 in 2007. Dufry is aiming at delivering ongoing organic growth, but also believes that there is<br />

considerable potential for external growth through new concessions and acquisitions in the travel retail industry,<br />

too. The Acquisition <strong>of</strong> Hudson, the leading travel retailer in North America, will be part <strong>of</strong> this external<br />

growth: The analysis <strong>of</strong> Hudson’s business model shows that the duty-paid segment also provides significant<br />

business opportunities alongside the duty-free business. The operative performance <strong>of</strong> Hudson Group illustrates<br />

that an adequate duty-paid convenience store concept focused on travel retail can generate substantial value.<br />

With Hudson’s large, high-quality concession portfolio and robust growth rates with high margins similar to<br />

Dufry, Hudson is well suited to an international airport retailer such as Dufry. Hudson’s duty-paid business<br />

model is highly complementary to Dufry’s predominantly duty-free activities. The implementation <strong>of</strong> Hudson’s<br />

best-in-class concept on an international scale in many <strong>of</strong> Dufry’s international locations should create a further<br />

revenue stream based on the existing duty-free franchise. In addition, the acquisition leads to a further<br />

diversification <strong>of</strong> the revenue streams and thus to a more balanced portfolio exposure, as a new step on a<br />

strategy already followed in the last 4 years, when Dufry went from 25 to 40 countries. Finally, the Acquisition<br />

<strong>of</strong> Hudson will give Dufry an extended footprint in the US market and also give rise to substantial cost<br />

optimization.<br />

With the support <strong>of</strong> Hudson’s current management team Dufry intends to roll out Hudson’s business model<br />

internationally over the next three to four years. Primarily, Dufry will focus in a first phase on airports where it<br />

already operates similar duty-paid concepts or where it already has a significant presence in duty-free retailing,<br />

3


hence, leveraging its infrastructure and organization. On a second phase it intends to combine the duty free and<br />

the duty paid concepts to further expand in new markets the travel retail, accessing to both international and<br />

domestic passengers. Dufry expects to realize annual revenue and cost synergies from the acquisition in the<br />

current scope <strong>of</strong> the business <strong>of</strong> approximately CHF 20 million within two years.<br />

General<br />

<strong>DUFRY</strong><br />

Dufry is a leading global travel retailer with operations in 39 countries (excluding Hudson) on four<br />

continents combining strong positions in emerging markets with prime operations in developed markets.<br />

The Dufry Group’s travel retail operations consist <strong>of</strong> a variety <strong>of</strong> retail concepts focusing on the specific<br />

needs <strong>of</strong> travelers, including:<br />

General travel retail outlets listing a wide range <strong>of</strong> products such as wines and spirits, tobacco,<br />

perfumes and cosmetics, confectionary and other foods, and fashion items;<br />

Brand boutiques featuring products from internationally recognized brand names;<br />

Specialized shops listing a variety <strong>of</strong> different brands <strong>of</strong> a single type <strong>of</strong> product, such as electronics,<br />

jewelry or regional goods;<br />

Convenience stores <strong>of</strong>fering convenience products for travelers; and<br />

Food and Beverage shops.<br />

Dufry’s outlets are located in a variety <strong>of</strong> travel retail settings. As <strong>of</strong> June 30, 2008 Dufry (excluding<br />

Hudson) operated 446 shops with a total sales area <strong>of</strong> 90,300 square meters, including 323 shops in airports, 67<br />

shops operating on cruise lines, ferries and at seaports, 16 shops in railway stations and 60 shops at downtown<br />

tourist and other locations.<br />

Dufry traces its origins back to 1865, when the Weitnauer family opened its first tobacco shop in Basel,<br />

Switzerland. In 1948, Weitnauer became a duty-free distributor and four years later opened its first duty-free<br />

shop with direct sales to continental European customers at Le Bourget Airport in Paris. Subsequent tax free<br />

operations were launched at Basel-Mulhouse Airport in 1962 and at Linate Airport in Milan in 1979. In 2003,<br />

the Company changed its name and adopted the Dufry brand.<br />

In March 2004, a consortium <strong>of</strong> investors led by funds managed by private equity firm Advent International<br />

Corporation, acting through the Company, acquired a 75 percent interest in Dufry’s travel retail business.<br />

Ownership <strong>of</strong> Dufry’s vending machine business, Restomat, and its wholesale services business, Weitnauer<br />

Retail Services, was retained by Dufry’s former shareholders. In July 2005, the consortium acquired the<br />

remaining 25 percent <strong>of</strong> Dufry’s travel retail business. Following the 2004 acquisition, a new chief executive<br />

<strong>of</strong>ficer was appointed, a new organizational structure was put in place and the management team was<br />

supplemented by a number <strong>of</strong> new members. On December 6, 2005 Dufry became a public company and listed<br />

its shares on the SIX Swiss Exchange. On December 16, 2006 Dufry launched the initial public <strong>of</strong>fering <strong>of</strong> its<br />

South American subsidiary Dufry South America Ltd (“DSA”), a Bermudan company, listing DSA’s shares on<br />

the Luxembourg Stock Exchange with Brazilian Depositary Receipts (“BDR’s”) listed on the São Paulo Stock<br />

Exchange (“BOVESPA”). Dufry still holds 51 percent in DSA today.<br />

Funds controlled by Advent International Corporation subsequently to the initial public <strong>of</strong>fering <strong>of</strong> Dufry<br />

on SIX Swiss Exchange reduced their shareholdings in Dufry leading to a free float <strong>of</strong> Dufry’s shares <strong>of</strong> 63.3<br />

percent before the Acquisition <strong>of</strong> Hudson was effected. In the course <strong>of</strong> the Acquisition, the funds controlled by<br />

Advent International Corporation increased their shareholdings again to currently 47.0 percent. See “Major<br />

Shareholders and Related Party Transactions—Background to the Current Ownership Structure.”<br />

4


Dufry (excluding Hudson) generated revenue <strong>of</strong> CHF 1,930.3 million for the year ended December 31,<br />

2007 and CHF 934.8 million for the six months ended June 30, 2008. As <strong>of</strong> June 30, 2008, Dufry (excluding<br />

Hudson) had 7,180 employees.<br />

Key Strengths and Strategy<br />

Dufry’s Management (“Management”) believes that Dufry’s position as a leading global travel retailer is<br />

based on the following key strengths:<br />

High-quality, diversified concession portfolio;<br />

Diverse operations in 39 countries (excluding Hudson) across Europe, Africa, Eurasia, North America<br />

and the Caribbean and South America combining high growth emerging markets and prime operations<br />

in developed markets;<br />

Extensive operations that provide benefits <strong>of</strong> scale;<br />

Well-developed reputation as a quality operator; and<br />

Experienced management team and multinational workforce.<br />

By utilizing its key strengths, Dufry will seek to enhance further its position by implementing the following<br />

business strategies:<br />

General<br />

Combine global reach with extensive local market knowledge;<br />

Operate as a “true” retailer focused on customer needs;<br />

Position Dufry as preferred partner for long-term business relationships;<br />

Enhance central functions to improve pr<strong>of</strong>itability; and<br />

Focus on pr<strong>of</strong>itable growth through enhancing and expanding certain existing facilities while seeking<br />

new concessions through tender or private negotiation or by acquisition opportunities in both the dutypaid<br />

and duty-free segment that may arise from industry consolidation, including increasing the Dufry<br />

Group’s holding in certain non-wholly owned operating subsidiaries.<br />

HUDSO�<br />

Hudson is the leading travel retailer in North America with operations in the United States and Canada,<br />

focused on duty-paid stores at airports.<br />

The Hudson Group’s travel retail operations consist <strong>of</strong> a variety <strong>of</strong> retail concepts focusing on the specific<br />

needs <strong>of</strong> travelers, including the following brands:<br />

Hudson �ews, North America’s only news, gift and convenience brand, with a brand recognition ratio<br />

<strong>of</strong> 60 percent;<br />

Hudson Booksellers, the largest book retailer in the North American travel industry, <strong>of</strong>fering a very<br />

comprehensive selection <strong>of</strong> books;<br />

Kids works, stores <strong>of</strong>fering toys, games, books and apparel for children;<br />

$10 | $15 Boutiques, <strong>of</strong>fering extravagant looking and fashion accessories at value prices;<br />

5


Kitchen, stores featuring regional food and food related items that reflect local culinary themes; and<br />

Discover, theme shops showcasing local gifts and artwork in beautiful stores designed to reflect the<br />

local indigenous market.<br />

Euro Café, providing freshly roasted premium c<strong>of</strong>fee blends, gourmet teas and local baked goods right<br />

alongside Hudson’s widest selection <strong>of</strong> magazines, newspapers and books.<br />

Hudson operates 550 news stores, convenience stores, bookstores, cafes and specialty retail concessions<br />

with a total sales area <strong>of</strong> 47,241 square meters in about 70 airports and transportation terminals across the<br />

United States and Canada. More than 400 <strong>of</strong> its points <strong>of</strong> sales operate under the “Hudson News” brand. Hudson<br />

is the fifth largest retailer <strong>of</strong> magazines worldwide.<br />

Hudson traces its origins back to Hudson News, a newspaper distributorship for the region <strong>of</strong> Hudson<br />

County, New Jersey founded by Isaac Cohen in 1926. The business expanded and became one <strong>of</strong> the largest<br />

magazine distributors in the United States. In the early 1980s, Hudson Group opened retail newsstands in<br />

airports and commuter terminals as an <strong>of</strong>fshoot <strong>of</strong> the core business, beginning at New York’s LaGuardia<br />

Airport and Grand Central Station and soon expanding in and around New York. In those days, newsstands were<br />

typically crammed with high-margin gifts and souvenir items, and very few periodicals. Hudson News<br />

redesigned the newsstand concept into stores that were news first, gift second. This concept was broadened by<br />

selling books and customer convenience products that travelers really needed.<br />

In the mid 1990s, Hudson Group became a full service, duty paid travel retailer <strong>of</strong>fering news, convenience,<br />

books and a variety <strong>of</strong> proprietary and licensed specialty retail concepts. In the late 1990s, the company started<br />

with the award-winning Euro Café concept, combining the need <strong>of</strong> the traveler for reading material and<br />

premium c<strong>of</strong>fee. Today, the company operates 22 Euro Cafés. In 1997, Hudson News opened its first gift-only<br />

store in the prestigious United Nations building in New York City. In December 2003, Hudson acquired the<br />

North American retailing business <strong>of</strong> WH Smith, adding 23 airport locations and 155 stores to its portfolio. In<br />

late 2006 and early 2007, Hudson won significant contracts from its primary competitor Paradies for the<br />

Nashville and Fort Lauderdale airports. In March 2008, funds managed by Advent International Corporation<br />

acquired 68.9 percent <strong>of</strong> the share capital <strong>of</strong> Hudson. Dufry acquired 11.2 percent <strong>of</strong> the shares and 19.9 percent<br />

remained with the initial shareholders.<br />

Hudson generated revenue <strong>of</strong> US$ 629.9 million for the year ended December 30, 2007 and US$ 317.9<br />

million for the six months ended June 29, 2008. As <strong>of</strong> June 30, 2008, Hudson had 4,408 employees.<br />

Key Strengths and Strategy<br />

Management believes that Hudson’s position as the leading travel retailer <strong>of</strong> North America is based on the<br />

following key strengths:<br />

High success rate at retaining contracts <strong>of</strong> over 90 percent;<br />

Market leader in transportation retail throughout North America with an estimated market share<br />

between 30 and 40 percent;<br />

High qualified and experienced management team;<br />

Consistent improvement <strong>of</strong> the retail performance <strong>of</strong> airport after displacing a competitor;<br />

Well-developed reputation as a quality operator; and<br />

Exclusive licensing agreements with key brands such as Papyrus, Godiva, Flexplay, iGO, Blackberry<br />

and many others.<br />

By utilizing its key strengths, Hudson will seek to enhance further its position by implementing the<br />

following business strategies:<br />

Combine global reach <strong>of</strong> Dufry with extensive knowledge <strong>of</strong> the convenience store concept;<br />

6


Position Hudson as preferred partner for long-term business relationships; and<br />

Expand into new retail concepts in the travel industry on the basis <strong>of</strong> its broad knowledge <strong>of</strong> the US<br />

market.<br />

7


THE LISTI�G<br />

The New <strong>Shares</strong> ............................................................The 4,<strong>218</strong>,<strong>750</strong> New <strong>Shares</strong> are in registered form with a<br />

nominal value <strong>of</strong> CHF 5 each. All <strong>of</strong> the New <strong>Shares</strong> are<br />

fully paid and non-assessable and rank pari passu in all<br />

respects with each other and with the other already listed<br />

Existing <strong>Shares</strong> <strong>of</strong> the Company.<br />

<strong>Listing</strong> and First Trading Day <strong>of</strong> the New<br />

<strong>Shares</strong> ...........................................................................December 19, 2008<br />

<strong>Listing</strong> Agent ................................................................Homburger <strong>AG</strong>, Zurich<br />

Share Delivery Agent ...................................................Credit Suisse <strong>AG</strong>, Zurich<br />

Dividends and Dividend Policy ....................................The New <strong>Shares</strong> are entitled to receive dividends<br />

declared, if any, for the business year ending on<br />

December 31, 2008. All <strong>Shares</strong> will rank pari passu.<br />

Amendments or Changes ..............................................Any notices containing or announcing amendments or<br />

changes to the terms <strong>of</strong> the <strong>Listing</strong> or to this <strong>Listing</strong><br />

Prospectus will be announced through the electronic<br />

media and, if required, published in German and French<br />

in the �eue Zürcher Zeitung and in Le Temps,<br />

respectively.<br />

Transfer Restrictions .....................................................The New <strong>Shares</strong> are subject to certain restrictions on<br />

transfer as described in “Transfer Restrictions.”<br />

Clearance ......................................................................The New <strong>Shares</strong> are accepted for clearance through SIS.<br />

Form <strong>of</strong> the <strong>Shares</strong> ........................................................No share certificates will be issued and, thus, share<br />

certificates will not be available for individual physical<br />

delivery. Delivery <strong>of</strong> <strong>Shares</strong> will be made in book-entry<br />

form only (aufgehobener Titeldruck), through the<br />

facilities <strong>of</strong> SIS.<br />

Own Existing <strong>Shares</strong> ....................................................As <strong>of</strong> the date <strong>of</strong> this <strong>Listing</strong> Prospectus the Company<br />

owns 106,<strong>750</strong> <strong>Shares</strong> in the Company.<br />

Total Outstanding <strong>Shares</strong> ..............................................As <strong>of</strong> the date <strong>of</strong> this <strong>Listing</strong> Prospectus, the Company<br />

has 19,213,954 outstanding <strong>Shares</strong>.<br />

Voting Rights ................................................................Each Share carries one vote. Regarding transfers <strong>of</strong><br />

<strong>Shares</strong> and restrictions see “Share Capital and <strong>Shares</strong>—<br />

Transfer <strong>of</strong> <strong>Shares</strong>” and “Transfer Restrictions.”<br />

Risk Factors ................................................................ For a discussion <strong>of</strong> certain considerations that should be<br />

taken into account in deciding whether or not to purchase<br />

New <strong>Shares</strong> in the <strong>Listing</strong>, see “Risk Factors.”<br />

Swiss Taxation ..............................................................Any dividends paid on the <strong>Shares</strong> will be subject to<br />

Swiss withholding tax. See “Taxation—Swiss Tax<br />

Considerations.”<br />

SIX Swiss Exchange Ticker Symbol ............................DUFN<br />

Swiss Security Number (Valorennummer) ...................2340545<br />

8


International Securities Identification Number<br />

(ISIN) ....................................................................CH0023405456<br />

Common Code ..............................................................023609983<br />

9


SELECTED FI�A�CIAL I�FORMATIO� OF <strong>DUFRY</strong><br />

(Before the Acquisition)<br />

The following table presents certain summarized consolidated financial information <strong>of</strong> Dufry (before the<br />

Acquisition) as <strong>of</strong> and for the years ended December 31, 2007, 2006 and 2005 and as <strong>of</strong> and for the six months<br />

ended June 30, 2008 and 2007. This information has been derived from und should be read in conjunction with<br />

the audited consolidated and statutory financial statements <strong>of</strong> Dufry as <strong>of</strong> and for each <strong>of</strong> the years ended<br />

December 31, 2007, 2006 and 2005 and the unaudited consolidated financial statements <strong>of</strong> Dufry as <strong>of</strong> and for<br />

the six months ended June 30, 2008 and 2007, all prepared in accordance with IFRS and included elsewhere in<br />

this <strong>Listing</strong> Prospectus, and with “Management’s Discussion and Analysis <strong>of</strong> Financial Condition and Results <strong>of</strong><br />

Operations”.<br />

For the six months ended<br />

June 30, (unaudited)<br />

10<br />

For the year ended<br />

December 31,<br />

2008 2007 2007 2006 2005<br />

(CHF in millions except EPS in CHF)<br />

I�COME STATEME�T DATA<br />

Turnover ................................................................................................<br />

934.8 896.9 1,930.3 1,436.3 949.8<br />

Gross pr<strong>of</strong>it ................................................................ 507.8 470.3 1,028.0 744.4 472.2<br />

EBITDA (before other operational results) (1) ................................ 121.6 105.9 259.3 160.5 100.1<br />

EBIT ................................................................................................ 78.9 83.8 192.3 169.2 71.5<br />

EBT ................................................................................................ 72.7 70.2 164.4 138.5 66.1<br />

Minority interest ................................................................ 27.5 21.4 51.1 16.9 11.1<br />

Net earnings ................................................................ 55.5 57.0 126.0 124.6 52.7<br />

EPS (2) ................................................................................................ 1.99 2.53 5.35 7.66 3.98<br />

CASH FLOW DATA<br />

Cash generated from operating activities before<br />

working capital changes ................................................................ 110.5 105.7 257.2 157.2 99.0<br />

Net cash from / (used in) operating activities ................................ 33.3 48.4 207.0 123.8 56.9<br />

Net cash from / (used in) investing activities................................ (80.9) 37.4 4.0 (539.8) (211.3)<br />

Net cash from / (used in) financing activities ................................ 73.4 117.1 174.3 479.3 168.2<br />

(CHF in millions)<br />

BALA�CE SHEET DATA<br />

Current assets ................................................................ 641.5 557.9 557.9 494.4 327.0<br />

Non-current assets ................................................................ 1,181.3 1,<strong>218</strong>.5 1,<strong>218</strong>.5 1,288.1 504.1<br />

Total assets ................................................................ 1,822.7 1,776.4 1,776.4 1,782.5 831.1<br />

Current liabilities ................................................................ 482.3 363.5 363.5 353.1 323.4<br />

Non-current liabilities ................................................................ 632.9 675.1 675.1 774.3 61.7<br />

Minority Interest ................................................................ 232.0 230.1 230.1 173.0 59.7<br />

Total liabilities and equity ................................................................<br />

1,822.7 1,776.4 1,776.4 1,782.5 831.1<br />

(1) EBITDA (before other operational results) refers to earnings before interest, taxes, depreciation and amortization and other operational<br />

results. EBITDA (before other operational results) is not a measure <strong>of</strong> operating performance calculated in accordance with IFRS and should<br />

not be considered as a substitute for operating pr<strong>of</strong>it, net income, cash flow from operations or other pr<strong>of</strong>it or loss or cash flow data<br />

determined in accordance with IFRS. EBITDA is included here as a supplemental item, because Management believes that this measure,<br />

when considered in connection with cash flows from operating, investing and financing activities, may provide useful information to<br />

potential investors since this measure shows the performance <strong>of</strong> the business excluding the effects <strong>of</strong> one-<strong>of</strong>f items.<br />

(2) Basic earnings per share attributable to equity holders <strong>of</strong> the parent, without dilution effect by outstanding share options. Diluted earnings<br />

per share: CHF 1.98 (first half year 2008), CHF 2.53 (first half year 2007), CHF 3.98 (2005), CHF 7.61 (2006), CHF 5.27 (2007). The<br />

calculation <strong>of</strong> earnings per share for all periods presented has been adjusted to include the impact <strong>of</strong> the share split as <strong>of</strong> November 17,<br />

2005.


SELECTED FI�A�CIAL I�FORMATIO� OF HUDSO�<br />

The following table presents certain summarized consolidated financial information <strong>of</strong> Hudson as <strong>of</strong> and for<br />

the fifty-two weeks ended December 30, 2007 and December 31, 2006 and as <strong>of</strong> and for the twenty-six weeks<br />

ended June 29, 2008 and July 1, 2007. This information has been derived from und should be read in<br />

conjunction with the audited consolidated financial statements <strong>of</strong> Hudson as <strong>of</strong> and for the fifty-two weeks<br />

ended December 30, 2007 and December 31, 2006 and the unaudited consolidated financial statements <strong>of</strong><br />

Hudson as <strong>of</strong> and for the twenty-six weeks ended June 29, 2008 and July 1, 2007, all prepared in accordance<br />

with US GAAP and included elsewhere in this <strong>Listing</strong> Prospectus, and with “Management’s Discussion and<br />

Analysis <strong>of</strong> Financial Condition and Results <strong>of</strong> Operations”.<br />

For the twenty-six weeks ended<br />

June 29 / July 1, (unaudited)<br />

11<br />

For the fifty-two weeks ended<br />

December 30 / 31,<br />

2008 2007 2007 2006<br />

(US$ in millions)<br />

I�COME STATEME�T DATA<br />

Turnover ................................................................................................<br />

319.7 305.4 629.9 536.8<br />

Gross pr<strong>of</strong>it ................................................................ 185.0 172.6 365.4 307.1<br />

EBITDA ................................................................................................<br />

32.5 36.0 51.2 60.3<br />

EBIT ................................................................................................ 17.1 22.3 25.2 34.8<br />

EBT ................................................................................................ 8.6 21.0 23.3 31.7<br />

Minority interest ................................................................3.6 3.1 7.0 5.2<br />

Net earnings ................................................................ 4.7 17.2 15.7 25.4<br />

CASH FLOW DATA<br />

Cash generated from operating activities before<br />

working capital changes ................................................................ 24.8 34.9 50.4 56.6<br />

Net cash from / (used in) operating activities ................................ (13.6) (12.6) 37.0 6.9<br />

Net cash from / (used in) used in investing<br />

activities ................................................................ (702.2) (4.8) (37.1) (33.9)<br />

Net cash from / (used in) financing activities ................................ 687.3 (9.6) (41.6) (14.8)<br />

(US$ in millions)<br />

BALA�CE SHEET DATA<br />

Current assets ................................................................ 106.6 111.4 113.0 113.1<br />

Non-current assets ................................................................ 825.1 122.0 126.7 121.8<br />

Total assets ................................................................ 931.7 233.4 239.8 234.9<br />

Current liabilities ................................................................ 77.4 51.4 95.8 69.1<br />

Non-current liabilities ................................................................ 389.2 59.8 63.3 34.1<br />

Minority Interest ................................................................17.6 15.4 16.9 14.3<br />

Total liabilities and equity ................................................................ 931.7 233.4 239.8 234.9


RISK FACTORS<br />

Prior to making a decision to invest in the �ew <strong>Shares</strong>, prospective investors should carefully consider all<br />

<strong>of</strong> the information in this <strong>Listing</strong> Prospectus, including the following specific investment considerations. Certain<br />

other investment considerations relating to the business <strong>of</strong> Dufry are discussed under “Business” and<br />

“Management Discussion and Analysis <strong>of</strong> Financial Condition and Results <strong>of</strong> Operations.”<br />

Risks related to the Industry<br />

Events outside the control <strong>of</strong> Dufry that cause a reduction in airline and cruise line passenger traffic,<br />

including but not limited to terrorist attacks and the current economic downturn, could adversely affect its<br />

business.<br />

Dufry’s business is mainly dependent upon sales to air travelers. The occurrence <strong>of</strong> any one <strong>of</strong> a number <strong>of</strong><br />

events outside its control such as terrorist attacks, hurricanes, natural disasters and accidents may lead to a<br />

reduction in the number <strong>of</strong> air travelers on a global, regional or local level. For example, the global uncertainty<br />

caused by the outbreak <strong>of</strong> war in the Persian Gulf in 1991 led to a significant fall in the numbers <strong>of</strong> air travelers<br />

globally. The terrorist attacks on September 11, 2001 in the United States and the resultant anxiety about air<br />

travel resulted in a significant global decline in airline passenger numbers. At a regional level, the outbreak <strong>of</strong><br />

the SARS virus in South-East Asia at the end <strong>of</strong> 2002 and the Indian Ocean Tsunami <strong>of</strong> December 2004 led to a<br />

decline in travel to and within Asia and, more locally, the bombing at the Red Sea resort <strong>of</strong> Sharm El Sheikh,<br />

Egypt in July <strong>of</strong> 2005 reduced travel to that area, just to list some examples. Also, the current economic<br />

downturn may lead to a significant decrease in airline passenger numbers. Furthermore, the high or eventually<br />

rising oil price may inhibit growth due to higher ticket prices caused by fuel surcharges and due to increased<br />

cost <strong>of</strong> living in general restricting the budget <strong>of</strong> the customers. Any future event <strong>of</strong> a similar nature, even if not<br />

directly affecting the airline industry may lead to a significant reduction in the number <strong>of</strong> air travelers. Further,<br />

any disruption to or suspension <strong>of</strong> services provided by airlines, as a result <strong>of</strong> financial difficulties, labor<br />

disputes, construction work, increased security or otherwise, could negatively affect the number <strong>of</strong> air<br />

passengers. Such a reduction in airline passenger numbers will result in a decrease in Dufry’s sales and may<br />

have a materially adverse impact on its business, financial condition and results <strong>of</strong> operations.<br />

These events that could cause a reduction in airline passenger traffic could also have a material negative<br />

impact on Dufry’s operations that serve passengers using other forms <strong>of</strong> travel, such as shops on cruise lines,<br />

ferries, at seaports, train stations, downtown tourist locations and others.<br />

General economic and market conditions may adversely affect Dufry’s results.<br />

Dufry operates in, and its customers come from, a large number <strong>of</strong> economies around the world, such as<br />

Italy, France, Switzerland, Tunisia, Singapore, Mexico, Russia, Brazil and the United States. Since Dufry’s<br />

success is dependent on consumer spending, its business may be adversely affected by factors such as a<br />

downturn in such economies, a decline in consumer confidence, an increase in interest rates, inflation or<br />

deflation and consumer debt levels. In particular, the current worldwide economic downturn may have a<br />

material adverse affect on Dufry’s business, financial condition and result <strong>of</strong> operations.<br />

Competition for travel retail concessions may lead to more onerous terms for retailers.<br />

As a result <strong>of</strong> competition among travel retailers to obtain or maintain retail concessions, airport authorities<br />

and other landlords have increasingly been able to demand more favorable concession terms. In addition to<br />

shorter terms, concession agreements increasingly provide for minimum annual guaranteed amounts irrespective<br />

<strong>of</strong> either the number <strong>of</strong> passengers or the amount <strong>of</strong> sales per passenger. Currently, the majority <strong>of</strong> Dufry’s<br />

concessions provide for a minimum annual guaranteed amount that is either fixed, based upon the number <strong>of</strong><br />

passengers using an airport or other travel channel, or based upon current budgets or past results. If passenger<br />

numbers are lower than expected or if there is a decline in the sales per passenger at these facilities, Dufry’s<br />

pr<strong>of</strong>itability may be materially adversely affected.<br />

The market to obtain concessions is highly competitive.<br />

Dufry competes with other travel retailers at global, regional and local levels in obtaining and maintaining<br />

concessions at airports and for other travel facilities such as on board cruise lines and airlines and at railway<br />

stations. Some <strong>of</strong> its competitors have strong financial support or solid relationships with airport authorities<br />

12


which benefit those competitors in competing for concessions. There is no guarantee that Dufry will be able to<br />

renew its existing concessions or that, if it does renew a concession, it will be on similar payment terms. In<br />

addition, the failure to obtain or renew a concession necessarily means for Dufry, that it will not be able to enter<br />

or continue operating in the market represented by such concession. If it were to fail to renew major concessions<br />

or fail to obtain further concessions, its business, financial condition and results <strong>of</strong> operations could be<br />

materially adversely affected.<br />

Risks related to Dufry’s business<br />

Dufry may not be able to execute its growth strategy effectively or to integrate successfully any new<br />

concessions or future acquisitions into its business.<br />

Dufry’s principal strategy is to continue to grow by enhancing and expanding its existing facilities and by<br />

seeking new concessions through tenders or private negotiations or through acquisition opportunities. In this<br />

regard, its future growth will depend upon a number <strong>of</strong> factors, some <strong>of</strong> which may not be within its control,<br />

such as the timing <strong>of</strong> any concession or acquisition opportunity, its ability to identify any such opportunities,<br />

structure a competitive proposal, obtain required financing or consummate an <strong>of</strong>fer. As a result, there can be no<br />

assurance that this strategy will be successful.<br />

In addition, Dufry may encounter difficulties integrating expanded or new concessions, or any acquisitions<br />

into its existing operations. Such expansions, new concessions or acquisitions may not achieve anticipated<br />

revenue and earnings growth or synergies and cost savings. A failure to grow successfully may materially<br />

adversely affect Dufry’s business, financial condition and results <strong>of</strong> operations.<br />

Dufry may not be able to predict accurately or fulfill customer preferences or demand.<br />

Dufry derives an important amount <strong>of</strong> its revenue from the sale <strong>of</strong> fashion-related, cosmetic and luxury<br />

products, which are subject to rapidly changing customer tastes. The availability <strong>of</strong> new products and changes in<br />

customer preferences have made it more difficult to predict sales demand for these types <strong>of</strong> products accurately.<br />

Dufry’s success depends in part on its ability to effectively predict and respond to quickly changing consumer<br />

demands and preferences, and to translate market trends into appropriate merchandise listings. Additionally, due<br />

to Dufry’s limited sales space relative to other retailers, the selection <strong>of</strong> salable merchandise is an important<br />

factor in revenue generation. There can be no assurance that Dufry’s product orders will match actual demand.<br />

If Dufry is unable to successfully predict or respond to sales demand or to changing styles or trends or<br />

experience inventory shortfalls on popular merchandise, Dufry’s revenue will be lower, which could have a<br />

material adverse effect on the business, financial condition and results <strong>of</strong> operations.<br />

Dufry’s success depends on its ability to attract and retain qualified personnel.<br />

The success <strong>of</strong> Dufry depends, to a significant extent, on the performance and expertise <strong>of</strong> top management<br />

and other key employees. There is competition for skilled, experienced personnel in the fields in which Dufry<br />

operates and, as a result, the retention <strong>of</strong> such personnel cannot be guaranteed. Dufry’s continuing ability to<br />

recruit and retain skilled personnel, especially in management functions both in Switzerland and internationally,<br />

will be an important element <strong>of</strong> the future success <strong>of</strong> Dufry. The loss <strong>of</strong> top management or any other key<br />

employees or the failure to attract new highly qualified employees could have a material adverse effect on its<br />

business, financial condition and results <strong>of</strong> operations.<br />

Dufry is dependent on its local partners.<br />

The Company’s global retail operations are carried on through approximately 115 subsidiaries or Joint<br />

Ventures in 40 countries <strong>of</strong> operation. The Company’s local partners maintain ownership interests in<br />

approximately one-third <strong>of</strong> these subsidiaries or Joint Ventures, some <strong>of</strong> which operate major concessions. The<br />

Company’s participation in each <strong>of</strong> these operating companies differs from market to market. The Company’s<br />

ability to withdraw funds, including dividends, from its participation in, and to exercise management control<br />

over, such subsidiaries may depend upon the consent <strong>of</strong> the Company’s local partners. While the precise terms<br />

<strong>of</strong> each relationship vary, disagreements with its local partners may affect the business, financial condition and<br />

results <strong>of</strong> operations <strong>of</strong> Dufry.<br />

13


Dufry’s shops are operated under concessions agreements that are subject to revocation and the loss <strong>of</strong><br />

concessions could negatively affect its revenues and its business.<br />

Dufry’s travel retail activities are mainly operated pursuant to non-exclusive concessions granted by airport<br />

authorities. The concessions may be terminated prior to the end <strong>of</strong> the original expiration date upon<br />

expropriation or annulment by the respective authorities or forfeiture by the company. Forfeiture may be<br />

declared if the concessionaire fails to fulfil the terms and conditions set forth in the concession agreement as<br />

well as applicable legal and regulatory obligations and does not require prior indemnity payment by the<br />

authorities. Annulment may be declared by the authorities in case the act granting the concession did not comply<br />

with the appropriate legal requirements.<br />

The concessions may also be terminated early by airport authorities in certain circumstances including,<br />

among others:<br />

assignment, transfer or sub-lease to third parties, in whole or in part, <strong>of</strong> the rights or obligations<br />

provided for in the relevant agreement;<br />

failure to comply with any <strong>of</strong> the provisions <strong>of</strong> the concession agreement;<br />

use <strong>of</strong> the concession area for any purpose other than the object <strong>of</strong> the agreement;<br />

entering into an agreement with a third party with respect to the concession area or services to be<br />

explored without applicable airport authorities’ prior approval;<br />

making <strong>of</strong> any modification in the facilities without applicable airport authorities’ prior approval;<br />

default on the payment <strong>of</strong> the monthly fees for a period provided for in the relevant agreement; or<br />

not providing the services in an adequate quality level or the failure to obtain the necessary equipment<br />

for the satisfactory rendering <strong>of</strong> such services.<br />

Early termination <strong>of</strong> Dufry’s concession agreements would have a material adverse effect on Dufry’s<br />

business, results <strong>of</strong> operations and financial condition, as well as on the market price for Dufry’s shares.<br />

Taxation <strong>of</strong> goods policies in countries where Dufry operates may change.<br />

A substantial part <strong>of</strong> Dufry’s revenues is derived from its sale <strong>of</strong> duty-free products, such as perfumes,<br />

spirits and tobacco. Governmental authorities in various countries in which Dufry operates may alter or<br />

eliminate the duty-free status <strong>of</strong> certain products or otherwise change importation laws. For example, in 1999<br />

the structure <strong>of</strong> the duty-free market in the European Union was significantly altered and the sale <strong>of</strong> duty-free<br />

products to passengers traveling between member states <strong>of</strong> the European Union was no longer possible, except<br />

for certain exempt zones. Further, sales and excise taxes on products sold on the ‘High Street’ may be lowered<br />

in the future, partly removing Dufry’s competitive advantage with respect to duty-free product pricing. If Dufry<br />

loses the ability to sell duty-free products generally or in any <strong>of</strong> its major duty-free markets without<br />

experiencing a corresponding increase in demand for duty-paid products or if Dufry loses market share to ‘High<br />

Street’ retailers as a result <strong>of</strong> a reduction in sales and excise taxes, Dufry’s revenues may decrease significantly<br />

and its business, financial condition and results <strong>of</strong> operations may be materially adversely affected.<br />

Restrictions on the duty-free sale <strong>of</strong> tobacco products and on smoking in general may affect Dufry’s<br />

tobacco product sales.<br />

The duty-free sale <strong>of</strong> tobacco products represented ten percent <strong>of</strong> Dufry’s sales and constituted its fifth<br />

largest product category from January to June 2008. As part <strong>of</strong> the campaign to highlight the negative effects <strong>of</strong><br />

smoking, international health organizations and the anti-smoking lobby continue to seek restrictions on the dutyfree<br />

sale <strong>of</strong> tobacco products. More generally, an increasing number <strong>of</strong> national and local governments have<br />

prohibited, or are proposing to prohibit, smoking in public places. If Dufry were to lose its ability to sell dutyfree<br />

tobacco products in its major markets or the increasing number <strong>of</strong> smoking prohibitions caused a reduction<br />

in its sales <strong>of</strong> tobacco products, Dufry’s business, financial condition and results <strong>of</strong> operations could be<br />

materially adversely affected.<br />

14


The retail business is highly competitive.<br />

Dufry also competes to attract retail customers. As Dufry’s sales <strong>of</strong> non-traditional duty-free products<br />

increases, Dufry must compete with other, non-airport retailers, such as ‘High Street’ retailers. Some <strong>of</strong> Dufry’s<br />

retail competitors may have greater financial resources, greater purchasing economies <strong>of</strong> scale and/or lower cost<br />

bases, any <strong>of</strong> which may give them a competitive advantage over Dufry. If Dufry were to lose market share to<br />

competitors, its revenues would be reduced and its business, financial condition and results <strong>of</strong> operations<br />

adversely affected. See “Business—Competition.”<br />

Dufry relies on a limited number <strong>of</strong> suppliers.<br />

Dufry relies on a small number <strong>of</strong> suppliers for the majority <strong>of</strong> its purchases in each major product<br />

category. Future consolidation may reduce Dufry’s number <strong>of</strong> suppliers even further. As a result, Dufry’s<br />

suppliers may have increased bargaining power and Dufry may be required to accept less favorable purchasing<br />

terms. In addition, in the event <strong>of</strong> a dispute with any supplier, the delivery <strong>of</strong> a significant amount <strong>of</strong><br />

merchandise may be delayed or cancelled, or the Company may be forced to purchase merchandise from other<br />

suppliers on less favorable terms. Such events could cause revenues to fall and costs to increase, adversely<br />

affecting the Company’s business, financial condition and results <strong>of</strong> operations.<br />

Dufry has operations in emerging markets which exposes it to risks inherent to such less developed<br />

markets.<br />

Dufry has operations in a number <strong>of</strong> emerging markets. Business climates in these countries expose the<br />

Dufry Group to a variety <strong>of</strong> greater political, economic, legal and social uncertainties than countries with more<br />

developed institutional structures, and the risk <strong>of</strong> loss resulting from changes in law, economic and social<br />

upheaval and other factors may be substantial. Among the more significant risks <strong>of</strong> operating and investing in<br />

emerging market countries are those arising from interruption <strong>of</strong> operations due to political or social instability,<br />

the establishment or enforcement <strong>of</strong> foreign exchange restrictions, which could effectively prevent Dufry from<br />

repatriating pr<strong>of</strong>its, liquidating assets or withdrawing from one or more <strong>of</strong> these countries. Furthermore, changes<br />

in tax regulations or enforcement mechanisms could substantially reduce or eliminate any revenues and pr<strong>of</strong>its<br />

derived from operations in these countries and reduce significantly the value <strong>of</strong> assets related to such operations.<br />

Another aspect <strong>of</strong> certain emerging markets is the inadequacy <strong>of</strong> the legal system and law enforcement<br />

mechanism, which leaves Dufry exposed to the possibility <strong>of</strong> considerable loss as a result <strong>of</strong> abusive practices<br />

by competitors, parties with which it contracts or others.<br />

Exchange rate fluctuations may have a material negative effect on Dufry’s business, financial condition<br />

and results <strong>of</strong> operations.<br />

Dufry faces two types <strong>of</strong> exchange rate risk. Firstly, it faces transaction exposure: a certain amount <strong>of</strong> its<br />

sales are denominated in the currencies <strong>of</strong> the countries in which it operates, while its related costs and expenses<br />

are primarily denominated in US dollars or Euro, and vice versa. Therefore, significant movements in currency<br />

rates may have an adverse effect on its business, financial condition and results <strong>of</strong> operations. In Brazil, for<br />

instance the product pricing is done in US dollars. A depreciation <strong>of</strong> the Brazilian real leads to a diminished<br />

purchase power <strong>of</strong> local customers, whereas an appreciation strengthens the Brazilian’s purchase power. Some<br />

fix costs are denominated in Brazilian reais. Thus, any fluctuations in the value <strong>of</strong> the Brazilian real versus the<br />

US dollar can adversely affect Dufry’s Brazilian business, its financial condition and results <strong>of</strong> operations.<br />

The second type <strong>of</strong> risk is the translation exposure, which arises as a result <strong>of</strong> Dufry’s reporting in Swiss<br />

Francs, while a major part <strong>of</strong> its assets and liabilities are denominated in currencies other than the Swiss Franc.<br />

E.g., in the first half <strong>of</strong> 2008, Dufry’s turnover increased by 15.3 percent in comparison to the first half <strong>of</strong> 2007<br />

measured on constant foreign exchange rates, but the negative foreign exchange accounting effects <strong>of</strong> 11.1<br />

percent mainly related to the translation <strong>of</strong> the weakening US dollar against the Swiss Franc resulted in a<br />

turnover growth <strong>of</strong> only 4.2 percent relative to the first six months 2007. Therefore, increases and decreases in<br />

the value <strong>of</strong> the Swiss Franc against other currencies may affect operating and financial results and cash flows,<br />

and the value <strong>of</strong> its assets and liabilities as reported in its consolidated financial statements.<br />

15


Risks particularly related to the business <strong>of</strong> the Hudson<br />

Consents to the Acquisition required under some <strong>of</strong> Hudson’s Agreements may not be obtained.<br />

A number <strong>of</strong> the lease and concession agreements <strong>of</strong> Hudson require consents <strong>of</strong> the landlord to the<br />

Acquisition. Other lease and concession agreements are terminable at will by the landlord. In the aggregate, 52<br />

<strong>of</strong> Hudson’s 143 leases are subject to either consents to the Acquisition or terminable at will. Although as <strong>of</strong> the<br />

date <strong>of</strong> this <strong>Listing</strong> Prospectus, most <strong>of</strong> the consents have been obtained and none <strong>of</strong> the agreements have been<br />

terminated, some consents are still outstanding amounting and additional agreements may be terminated. Failure<br />

to obtain the consents and additional terminations may adversely affect Hudson’s business, financial condition<br />

and result <strong>of</strong> operations.<br />

Hudson’s focus on the US market leads to a risk concentration and may adversely affect Hudson’s results.<br />

Hudson mainly operates in, and its customers come to a large extent from, the United States. Since<br />

Hudson’s success is dependent on consumer spending, Hudson’s business may be adversely affected by factors<br />

such as a economical downturn, a decline in consumer confidence, an increase in interest rates, inflation or<br />

deflation and consumer debt levels. As the actual economic and financial crisis affects the United States to a<br />

large extent and Hudson is not diversified into other markets, the affect on Hudson’s business, financial<br />

condition and result <strong>of</strong> operations may be even more material.<br />

Loss <strong>of</strong> concessions <strong>of</strong> top locations may adversely affect Hudson’s results.<br />

The sales <strong>of</strong> the top 20 locations <strong>of</strong> Hudson represent approximately two third <strong>of</strong> Hudson’s total sales. Since<br />

Hudson’s depends on concessions or leases to operate shops at airports or train stations, losses <strong>of</strong> one or several<br />

<strong>of</strong> these concessions or leases may have a material adverse affect on Hudson’s business, financial condition and<br />

result <strong>of</strong> operations. As set out under “—Risks related to the business <strong>of</strong> Hudson—Consents to the Acquisition<br />

required under some <strong>of</strong> Hudson’s Agreements may not be obtained”, a number <strong>of</strong> the lease and concession<br />

agreements <strong>of</strong> Hudson require consents <strong>of</strong> the landlord to the Acquisition and some consents are still<br />

outstanding.<br />

Abolishment or attenuation <strong>of</strong> restrictions regarding snacks, beverages and sundries onboard may affect<br />

Hudson’s snacks, beverages and sundries sales.<br />

The key drivers <strong>of</strong> growth by product line from the first quarter <strong>of</strong> 2007 to the first quarter <strong>of</strong> 2008 were the<br />

sale <strong>of</strong> candy and snacks, sundries (including health and beauty aids, travel products, electronics items, and sale<br />

<strong>of</strong> accessories) and food and beverage. This growth was due partially to additional time spent in the airport by<br />

passengers as a result <strong>of</strong> increased airport restrictions. The rule in US airports that outside food and beverages<br />

are not allowed through security has helped to bolster sales <strong>of</strong> snacks and beverages. Sundries additionally have<br />

been impacted as passengers were forced to discard toiletries that exceeded regulation size. The abolishment or<br />

attenuation <strong>of</strong> these restrictions may affect Hudson’s snacks, beverages and sundries sales.<br />

Further Risks<br />

Certain shareholders, including funds managed by Advent International Corporation, hold a significant<br />

stake in the Company and, consequently, will be able to significantly influence the outcome <strong>of</strong> any<br />

shareholder vote.<br />

Funds managed by Advent International Corporation control Travel Retail Investment SCA and Global<br />

Retail Group S.à r.l. which together hold 47.03 percent <strong>of</strong> the Company’s outstanding shares. See “Major<br />

Shareholders and Related Party Transactions.”<br />

As a result, funds managed by Advent International Corporation can exercise significant influence over<br />

certain corporate decisions relating to the Company, including the election <strong>of</strong> the board <strong>of</strong> directors, the<br />

approval <strong>of</strong> annual financial statements, the declaration <strong>of</strong> dividends and the determination <strong>of</strong> other matters to be<br />

decided by the shareholders and could thereby also influence other aspects <strong>of</strong> the Dufry Group’s management<br />

strategy and operations. Such influence may be heightened in respect <strong>of</strong> matters requiring the approval <strong>of</strong> twothirds<br />

<strong>of</strong> the shares represented at a shareholders’ meeting. See “Share Capital and <strong>Shares</strong>.”<br />

Further, funds managed by Advent International Corporation are generally active in the travel retail sector<br />

and the Dufry Group may be required, in the pursuit <strong>of</strong> its strategy, to enter into commercial or transactional<br />

16


elationships with entities in which funds managed by Advent International Corporation may have an ownership<br />

interest. This has been the case in connection with the Acquisition, as Hudson as been ultimately controlled by<br />

Advent International Corporation. See “Acquisition <strong>of</strong> Hudson Group Holdings, Inc.”. Another example is the<br />

Company’s wholly-owned subsidiary, Dufry Mexico SA de CV, which operates shops at Mexico City’s Benito<br />

Juárez Airport under agreements with Inmobiliaria Fumisa, SA de CV. Funds managed by Advent International<br />

Corporation control Inmobiliaria Fumisa, SA de CV. Furthermore, funds controlled by Advent International<br />

Corporation acquired Aeropuertos Dominicanos Siglo XXI, S.A. (“AERODOM”), the leading airport group in<br />

the Dominican Republic, in September 2008. The Company’s wholly-owned subsidiary Inversiones Tunc, SA<br />

operates shops at the six airports <strong>of</strong> the Dominican Republic under agreements with AERODOM. See “Major<br />

Shareholders and Related Party Transactions.” The Dufry Group may also find itself in conflict with other funds<br />

managed by Advent International Corporation, to the extent that the Dufry Group pursues similar acquisitions,<br />

partnerships or other business opportunities with other funds managed by Advent International Corporation in<br />

the travel retail sector.<br />

Sales <strong>of</strong> a substantial number <strong>of</strong> <strong>Shares</strong> following the <strong>Listing</strong> could adversely affect the market price for<br />

the <strong>Shares</strong>. Further, such sales, to the extent they are executed by a selling shareholder, will not raise<br />

capital for the Company.<br />

Sales <strong>of</strong> a substantial number <strong>of</strong> <strong>Shares</strong> in the public market by the New Shareholders following the <strong>Listing</strong><br />

could adversely affect the prevailing market price for the <strong>Shares</strong>. There is no lock-up or similar agreement in<br />

place with the New Shareholders.<br />

The market price <strong>of</strong> the shares <strong>of</strong> DSA may have a considerable effect on the market price <strong>of</strong> Dufry’s<br />

<strong>Shares</strong>.<br />

As further described herein (see “Business—Operations—Description <strong>of</strong> Operations by Segment—South<br />

America”), Dufry holds 51 percent in DSA, a Bermudan company listed at the Luxembourg Stock Exchange<br />

with Brazilian Depositary Receipts listed on the BOVESPA. Given this significant shareholding in DSA by<br />

Dufry, DSA’s share price could have a considerable effect on the market price <strong>of</strong> Dufry’s <strong>Shares</strong>. In particular, a<br />

decrease <strong>of</strong> DSA’s share price could negatively affect the market price <strong>of</strong> Dufry’s <strong>Shares</strong>.<br />

General Stock Market Risk Factors.<br />

The market price <strong>of</strong> Dufry’s <strong>Shares</strong> may be highly volatile, and, in particular, decrease abruptly. Factors<br />

affecting the share price include, but are not limited to, the low daily trading volumes <strong>of</strong> Dufry’s <strong>Shares</strong> on the<br />

SIX Swiss Exchange; the need <strong>of</strong> investors for liquidity in course <strong>of</strong> the current financial crisis forcing them to<br />

sale Dufry’s <strong>Shares</strong> abruptly; developments that impact Dufry’s financial results and fluctuations in its financial<br />

results; changes in market expectations about Dufry’s valuation; and investors’ assessments <strong>of</strong> Dufry as well as<br />

changes in the valuation <strong>of</strong> its competitors.<br />

US holders may not be able to exercise pre-emptive rights.<br />

US holders <strong>of</strong> the <strong>Shares</strong> may not be able to exercise any pre-emptive or preferential rights in respect <strong>of</strong><br />

<strong>Shares</strong> held by them unless a registration statement under the US Securities Act is effective with respect to such<br />

rights or an exemption from the registration requirements thereunder is available. There can be no assurance that<br />

the Company will file a registration statement in such circumstances, or that, if filed, it will be declared<br />

effective. If a US holder <strong>of</strong> shares cannot exercise its pre-emptive rights, its ownership interest will be diluted.<br />

See “Share Capital and <strong>Shares</strong>.”<br />

Civil liability provisions <strong>of</strong> US federal or state securities laws may not be enforceable in Switzerland.<br />

The Company is organized under the laws <strong>of</strong> Switzerland. A majority <strong>of</strong> the Company’s directors and<br />

executive <strong>of</strong>ficers are non-residents <strong>of</strong> the United States. All or a substantial portion <strong>of</strong> the assets <strong>of</strong> such nonresident<br />

persons and <strong>of</strong> the Company are located outside the United States. As a result, it may not be possible<br />

for investors to effect service <strong>of</strong> process within the United States upon such persons or the Company, or to<br />

enforce against them in US courts judgments obtained in such courts predicated upon civil liability provisions <strong>of</strong><br />

the federal or state securities laws <strong>of</strong> the United States. The Company has been advised by its Swiss counsel that<br />

there is doubt as to the enforceability in Switzerland, in original actions or in actions for the enforcement <strong>of</strong><br />

judgments <strong>of</strong> US courts, <strong>of</strong> civil liability provisions <strong>of</strong> the federal or state securities laws <strong>of</strong> the United States.<br />

17


Transaction Overview<br />

THE ACQUISITIO� OF HUDSO� GROUP HOLDI�GS, I�C.<br />

In April 2008, Dufry acquired through the investment vehicle Advent-Hudson, LLC, 11.2 percent <strong>of</strong> the<br />

share capital <strong>of</strong> Hudson Group Holdings, Inc. (“Hudson”) alongside with Advent International Corporation,<br />

which acquired 68.9 percent <strong>of</strong> Advent-Hudson, LLC. The legal entity “Hudson Group Holdings, Inc.” was<br />

incorporated only in view <strong>of</strong> this acquisition as part <strong>of</strong> the transaction structure. Hudson’s consolidated financial<br />

statements included elsewhere in this <strong>Listing</strong> Prospectus comprise all assets and liabilities <strong>of</strong> Hudson’s legal<br />

entities, which was formerly accounted for under the name “Airport Management Services, LL.C.”<br />

On September 3, 2008, Dufry signed an agreement and plan <strong>of</strong> merger agreement (the “Merger<br />

Agreement”) with, among others, Hudson and the existing shareholders <strong>of</strong> Hudson, Advent-Hudson, LLC and<br />

Hudson Media Inc. to acquire Hudson and all its subsidiaries (Hudson together with its subsidiaries the “Hudson<br />

Group”). The acquisition <strong>of</strong> Hudson (the “Acquisition”) closed on October 15, 2008 and was structured as a<br />

reverse triangular merger <strong>of</strong> two U.S.-subsidiaries <strong>of</strong> Dufry with Hudson essentially resulting in an exchange <strong>of</strong><br />

shares <strong>of</strong> Hudson for the New <strong>Shares</strong> and mandatory convertible notes (the “MCN”) <strong>of</strong> Dufry.<br />

The consideration for the former non-Dufry shareholders <strong>of</strong> Hudson (Dufry already held indirectly via<br />

Advent-Hudson, LLC, 11.2 percent in Hudson before the Acquisition) consisted <strong>of</strong> (i) 4,<strong>218</strong>, <strong>750</strong> New <strong>Shares</strong><br />

issued from the authorized capital <strong>of</strong> Dufry and (ii) 932,704 zero-coupon CHF 85 MCN which converted into<br />

932,704 registered shares issued from Dufry’s conditional capital at no premium on December 9, 2008. The preemptive<br />

rights and the advance subscription rights <strong>of</strong> the existing shareholders have been excluded. The<br />

applicable exchange ratio for the New <strong>Shares</strong> and the MCN has been determined based on the 3-month weighted<br />

average share price <strong>of</strong> Dufry <strong>of</strong> CHF 85 and values 100 percent <strong>of</strong> Hudson Group’s equity at US$ 446 million.<br />

Dufry also refinanced Hudson Group’s existing debts <strong>of</strong> US$ 390 million. Dufry therefore has structured a new<br />

5-year committed syndicated facility <strong>of</strong> approximately CHF 1.25 billion, which has been fully underwritten by a<br />

group <strong>of</strong> five banks comprising Banco Santander, BNP Paribas, ING, Raiffeisen Zentralbank and Royal Bank <strong>of</strong><br />

Scotland. This facility is used to refinance Hudson Group’s debt as well as Dufry’s existing bank debt.<br />

The Integration <strong>of</strong> Hudson Group Holdings, Inc.<br />

As a result <strong>of</strong> the Acquisition, Hudson now is wholly owned by the Dufry Group. The business <strong>of</strong> Hudson<br />

is fully integrated into the Dufry Group and forms a new region in addition to the existing five regions <strong>of</strong> Dufry<br />

(see “Business—Operations—Dufry’s Operational and Financial Control Structure—General”). Hudson’s<br />

existing management team will remain in place and will continue to work closely with the existing airport<br />

authorities and other landlords. Hudson will be integrated as follows:<br />

Dufry <strong>AG</strong><br />

Dufry International <strong>AG</strong><br />

Dufry Americas<br />

Holding, Inc.<br />

Hudson Group<br />

Holdings, Inc.<br />

As <strong>of</strong> October 31, 2008, the Dufry Group structure is as follows: The region Europe comprises 13 operating<br />

subsidiaries, the region Africa 7 operating subsidiaries, the region Eurasia 7 operating subsidiaries, the region<br />

North America & Caribbean 31 operating subsidiaries, the region South America 3 operating subsidiaries and<br />

the new region Hudson 55 operating subsidiaries (see F-59 seq. and F-228 seq.).<br />

18<br />

100%<br />

100%<br />

100%


The Combined Company and Strategy<br />

The Acquisition <strong>of</strong> Hudson, the leading travel retailer in North America, will be part <strong>of</strong> the Dufry Group’s<br />

growth strategy. The combined company has 1,016 stores in 40 different countries, covers 138 airport locations,<br />

has a retail surface <strong>of</strong> approximately 137,540 square meters in the aggregate and employs 11,588 employees (as<br />

<strong>of</strong> June 30, 2008). The Dufry Group,will have a total global market share <strong>of</strong> 7 percent in terms <strong>of</strong> revenue in the<br />

travel retail industry and a market share <strong>of</strong> 33 percent in the US travel retail market.<br />

The analysis <strong>of</strong> Hudson’s business model shows that the duty-paid segment also provides significant<br />

business opportunities alongside the duty-free business. The operative performance <strong>of</strong> Hudson Group illustrates<br />

that an adequate duty-paid convenience store concept focused on travel retail can generate substantial value.<br />

With Hudson’s large, high-quality concession portfolio and robust growth rates with high margins similar to<br />

Dufry, Hudson is well suited to an international airport retailer such as Dufry. Hudson’s duty-paid business<br />

model is highly complementary to Dufry’s currently predominant duty-free activities. The implementation <strong>of</strong><br />

such a best-in-class concept on an international scale in many <strong>of</strong> Dufry’s international locations and also new<br />

locations should create a further revenue stream based on Dufry’s existing duty-free franchise.<br />

With the support <strong>of</strong> Hudson’s current management team Dufry intends to roll out Hudson’s business model<br />

internationally over the next three to four years. Primarily, Dufry will focus in a first phase on airports where it<br />

already operates similar duty-paid concepts or where it already has a significant presence in duty-free retailing,<br />

hence, leveraging its infrastructure and organization. On a second phase it intends to combine the duty free and<br />

the duty paid concepts to further expand in new markets the travel retail, accessing to both international and<br />

domestic passengers. Dufry expects to realize annual revenue and cost synergies from the acquisition in the<br />

current scope <strong>of</strong> the business <strong>of</strong> approximately CHF 20 million within two years.<br />

In addition, the Acquisition leads to a more balanced portfolio exposure <strong>of</strong> the Dufry Group, diversifying<br />

different revenue streams. After the integration <strong>of</strong> Hudson, Dufry’s share <strong>of</strong> duty-paid business increases from<br />

about 15 percent in 2007 to more than a third <strong>of</strong> sales.<br />

Furthermore, Hudson’s valuable relationships with its airport and retail partners in the US will enhance<br />

Dufry’s ability to develop in North America, particularly since many airports in North America are investing in<br />

significant expansions, in part to build additional retail space. Current expansion plans affects to airports where<br />

Hudson is already present, namely Dallas Fort-Worth, Baltimore, New York JFK, Atlanta Hartsfield and<br />

Raleigh.<br />

19


DIVIDE�DS A�D DIVIDE�D POLICY<br />

All New <strong>Shares</strong> will have the same dividend rights as all <strong>of</strong> the other outstanding <strong>Shares</strong>. A dividend has to<br />

be proposed by the Board <strong>of</strong> Directors and approved at a general meeting <strong>of</strong> the Company’s shareholders. Under<br />

Swiss law, the Company’s statutory auditors must confirm that any proposal by the Board <strong>of</strong> Directors to<br />

declare a dividend is in accordance with the law and the Company’s Articles <strong>of</strong> Incorporation (the “Articles”).<br />

Dividends may be paid if the Company has sufficient distributable pr<strong>of</strong>its from previous business years or<br />

sufficient free reserves to allow the distribution <strong>of</strong> a dividend. In addition, at least 5 percent <strong>of</strong> the annual net<br />

pr<strong>of</strong>its <strong>of</strong> the Company must be appropriated and booked as general legal reserves, unless these reserves already<br />

amount to 20 percent <strong>of</strong> the nominal share capital <strong>of</strong> the Company. Any net pr<strong>of</strong>its remaining are at the disposal<br />

<strong>of</strong> the shareholders’ meeting. Any dividends would be subject to Swiss withholding tax, all or part <strong>of</strong> which<br />

potentially can be reclaimed under the relevant tax rules in Switzerland or double taxation treaties concluded<br />

among Switzerland and foreign countries (see “Taxation”).<br />

Any dividend proposal by the Board <strong>of</strong> Directors will depend upon the Company’s earnings and financial<br />

condition, market conditions, the general economic climate and other factors, including cash requirements,<br />

business prospects, and tax, regulatory and other legal considerations. The Company expects that the principal<br />

source <strong>of</strong> funds for the payment <strong>of</strong> dividends, if any, will be dividends and other payments received from its<br />

current and future subsidiaries. The determination <strong>of</strong> each subsidiary’s ability to pay dividends is made<br />

independently in accordance with applicable law. Dividends, if declared by the Company, are expected to be<br />

declared in Swiss Francs.<br />

Total Dividends and Dividends per Share<br />

The following table states the total amount <strong>of</strong> dividends paid out by the Company in the respective years as<br />

well as dividends per Share. The calculation <strong>of</strong> earnings per share for all periods presented has been adjusted to<br />

include the impact <strong>of</strong> the share split as <strong>of</strong> November 17, 2005.<br />

2004 2005 2006 2007 2008<br />

Total amount................................................................ 0<br />

Dividend per Share (nominal value<br />

0 14,062,500 14,062,500 14,062,500<br />

CHF 5.00 each) ........................................................... 0 0 1 1 1<br />

Net earnings per Share (after taxes) (1) ........................... 1.95 3.98 7.66 5.35 N/A<br />

(1) Basic earnings per share, without dilution effect by outstanding share options. Diluted earnings per share:<br />

CHF 1.95 (2004), CHF 3.98 (2005), CHF 7.61 (2006), CHF 5.27 (2007).<br />

Dividends and similar payments by Swiss companies to certain persons and organizations with connections<br />

to Osama bin Laden, the “Al-Qaeda” Group or the Taliban, the Republic <strong>of</strong> Iraq, Yugoslavia, Liberia, Myanmar<br />

(Burma), Sierra Leone and Zimbabwe and others are currently restricted pursuant to sanctions imposed by the<br />

Swiss government.<br />

20


<strong>DUFRY</strong><br />

CAPITALIZATIO�<br />

The following table sets forth as <strong>of</strong> June 30, 2008, the actual consolidated capitalization <strong>of</strong> the Dufry<br />

Group. It should be read in conjunction with the historical consolidated financial statements and the related<br />

notes <strong>of</strong> the Dufry Group, as well as the other financial statements and information included in this <strong>Listing</strong><br />

Prospectus.<br />

21<br />

As at June 30, 2008<br />

(in CHF millions)<br />

Cash and cash equivalents .............................................................................. 145.3<br />

Short- and long-term financial debt ................................................................ 579.3<br />

Total shareholders’ equity .............................................................................. 707.6<br />

Minority interests ............................................................................................ 232.0<br />

Total capitalization ......................................................................................... 1,286.9<br />

HUDSO�<br />

The following table sets forth as <strong>of</strong> June 30, 2008, the actual consolidated capitalization <strong>of</strong> the Hudson<br />

Group. It should be read in conjunction with the historical consolidated financial statements and the related<br />

notes <strong>of</strong> the Hudson Group, as well as the other financial statements and information included in this <strong>Listing</strong><br />

Prospectus.<br />

As at June 29, 2008<br />

(in US$ millions)<br />

Cash and cash equivalents .............................................................................. 37.0<br />

Short- and long-term financial debt ................................................................ 390.0<br />

Total shareholders’ equity .............................................................................. 447.4<br />

Minority interests ............................................................................................ 17.6<br />

Total capitalization ......................................................................................... 931.7<br />

<strong>DUFRY</strong> A�D HUDSO� COMBI�ED<br />

The following table sets forth as <strong>of</strong> June 29 / 30, 2008, the consolidated capitalization <strong>of</strong> the Dufry Group<br />

and the Hudson Group combined.<br />

As at June 29 / 30,<br />

2008<br />

(in CHF millions)<br />

Cash and cash equivalents .............................................................................. 183.0<br />

Short- and long-term financial debt ................................................................ 976.7<br />

Total shareholders’ equity .............................................................................. 1,163.5<br />

Minority interests ............................................................................................ 249.9<br />

Total capitalization ......................................................................................... 2,236.3<br />

Based on a CHF:US$ exchange rate <strong>of</strong> 1.01799 as <strong>of</strong> June 29, 2008.


MA�<strong>AG</strong>EME�T DISCUSSIO� A�D A�ALYSIS OF FI�A�CIAL CO�DITIO� A�D RESULTS OF<br />

OPERATIO�S<br />

The following discussion and analysis <strong>of</strong> the Dufry Group’s and Hudson’s financial condition and results <strong>of</strong><br />

operations should be read in conjunction with the consolidated financial statements <strong>of</strong> Dufry Group as at and<br />

for the years ended December 31, 2006 and 2007 and as at and for the six months ended June 30, 2007 and<br />

2008 and the consolidated financial statements <strong>of</strong> Hudson as at and for the fifty-two weeks ended December 30 /<br />

31, 2006 and 2007 and as at and for the twenty-six weeks ended June 29 / July 1, 2007 and 2008 included<br />

elsewhere in this <strong>Listing</strong> Prospectus. The discussion includes forward-looking statements which involve risks<br />

and uncertainties. Potential investors should review the “Risk Factors” set forth elsewhere in this <strong>Listing</strong><br />

Prospectus for a discussion <strong>of</strong> important factors that could cause actual results to differ materially from the<br />

results described in or implied by the forward-looking statements contained herein.<br />

The following discussion is split in a Dufry and a Hudson part, reflecting the fact that until June 30, 2008,<br />

the companies were separate entities.<br />

<strong>DUFRY</strong><br />

All figures in this section are denominated in Swiss francs if not indicated otherwise.<br />

Basis <strong>of</strong> Presentation and Accounting Policies<br />

Dufry’s consolidated financial statements have been prepared on a historical cost basis, except for<br />

derivative financial instruments and available-for-sale investments that have been measured at fair value. The<br />

carrying values <strong>of</strong> recognized assets and liabilities that are hedged items in fair value hedges, and are otherwise<br />

carried at cost, are adjusted to record changes in the fair values attributable to the risks that are being hedged.<br />

The consolidated financial statements are presented in Swiss francs and all values are rounded to the nearest<br />

thousand (CHF 000) except when otherwise indicated.<br />

The consolidated financial statements <strong>of</strong> Dufry Group have been prepared in accordance with International<br />

Financial Reporting Standards (IFRS).<br />

The consolidated financial statements comprise the financial statements <strong>of</strong> Dufry and its subsidiaries as at<br />

December 31 each year. Subsidiaries are fully consolidated from the date on which the Group obtains control,<br />

mostly being the date <strong>of</strong> acquisition, and continue to be consolidated until the date that such control ceases. The<br />

financial statements <strong>of</strong> the subsidiaries are prepared for the same reporting period as the parent company, using<br />

consistent accounting policies. All intra-group balances, income and expenses and unrealized gains and losses<br />

resulting from intra-group transactions are eliminated in full.<br />

Minority interests in the net assets (excluding goodwill) <strong>of</strong> consolidated subsidiaries are identified<br />

separately from the Group’s equity therein. Minority interests consist <strong>of</strong> the amount <strong>of</strong> those interests at the date<br />

<strong>of</strong> the original business combination and the minority’s share <strong>of</strong> changes in equity since the date <strong>of</strong> the<br />

combination. Losses applicable to the minority, in excess <strong>of</strong> the minority’s interest in the subsidiary’s equity, are<br />

allocated against the interest <strong>of</strong> the Group, except to the extent that the minority has a binding obligation and is<br />

able to make an additional investment to cover the losses. The share <strong>of</strong> the minorities in the net earnings <strong>of</strong> the<br />

Group is also presented separately. Acquisitions <strong>of</strong> minority interests are accounted for using the parent entity<br />

extension method, whereby, the difference between the consideration and the book value <strong>of</strong> the share <strong>of</strong> the net<br />

assets acquired is recognized in goodwill.<br />

See also “— Changes in Accounting Policies.”<br />

Factors Affecting Results <strong>of</strong> Operation<br />

General<br />

Dufry’s revenues are generated by its travel retail sales, with advertising revenues contributing<br />

approximately 2 percent <strong>of</strong> turnover annually. In addition to the cost <strong>of</strong> goods sold, the Dufry Group’s major<br />

operating expenses are concession and other periodic fees associated with its retail operations and personnel<br />

costs. The Dufry Group aims to generate top-line growth while also improving its gross margin and developing<br />

a cost-effective operations structure to increase returns.<br />

22


Sales<br />

Growth in the Dufry Group’s sales has been, and is expected to continue to be, driven by the combination<br />

<strong>of</strong> organic growth and the Dufry Group’s strategy <strong>of</strong> improving and expanding existing facilities as well as<br />

seeking new concessions.<br />

Organic growth is a function <strong>of</strong> a number <strong>of</strong> factors, including:<br />

Passenger Flows: The number <strong>of</strong> airline passengers passing through the airports in which the Dufry Group<br />

operates is the most significant factor influencing its sales. Historically, airline passenger growth has been<br />

strong and the Airports Council International expects global air travel to increase by an average <strong>of</strong> 4.2<br />

percent each year over the next 10 years, which would effectively see the current number <strong>of</strong> passengers<br />

double by 2024. Although passenger numbers may be affected by external shocks such as terrorist attacks,<br />

wars, epidemics and other calamities, airline passenger numbers have proved resilient over the longer term.<br />

For example, the recent increase in both domestic and international airline passenger traffic has reversed the<br />

decline in the wake <strong>of</strong> the September 11, 2001 terrorist attacks. See “Risk Factors—Events outside the<br />

control <strong>of</strong> Dufry that cause a reduction in airline and cruise line passenger traffic, including but not limited<br />

to terrorist attacks and the current economic downturn, could adversely affect its business”.<br />

Product Pricing: Traditionally, duty- and tax-free sales <strong>of</strong> spirits, tobacco, perfumes and cosmetics made<br />

solely to international travelers have dominated the travel retail sector with the prices <strong>of</strong> duty-free products<br />

comparing favorably to those <strong>of</strong> duty-paid products <strong>of</strong> ‘High Street’ retailers. To function as a driver <strong>of</strong><br />

organic growth, however, Dufry’s pricing strategy reflects consumer price inflation, targeted marketing <strong>of</strong><br />

specific products in certain locations and the pricing policy <strong>of</strong> the Dufry Group’s suppliers.<br />

Revenue Productivity: Productivity may be improved through penetration (ie, the number <strong>of</strong> passengers that<br />

actually purchase goods) and average spend per customer. Both elements may be influenced by Dufry to<br />

improve sales. This may be achieved through infrastructural measures, such as improving the layout,<br />

location and accessibility <strong>of</strong> the shops, as well as marketing activities, such as signage inside and outside <strong>of</strong><br />

the shop, product assortment, active selling by sales staff and customer service. See “Business—Dufry’s<br />

Marketing Strategy.”<br />

In addition to the potential for organic growth in sales, the Dufry Group aims to grow sales by enhancing<br />

and expanding its existing facilities. To that end, the Dufry Group completely refurbished and/or expanded its<br />

facilities in 2007 for example at the Moscow Domodedovo Airport (Russian Federation) and in Morocco. In<br />

2008, Dufry refurbished two <strong>of</strong> its main locations in the Dominican Republic (namely La Romana Airport and<br />

Las Americas, the country’s main airport), as well as shops at Tunis Carthage Airport and the main shop in<br />

Sharjah Airport (UAE), as well as a shop in Amsterdam Schiphol Airport. Shops in Trinidad, Puerto Vallarta,<br />

Puerto Rico, São Paulo (Brazil), and at the Milan Malpensa and Linate Airports (Italy) have also been<br />

refurbished. Management also expects growth opportunities to arise for Dufry:<br />

as existing concessions operated by other travel retailers come up for renewal;<br />

as existing concessions operated by Dufry come up for renewal;<br />

as the Dufry Group enters new markets; and<br />

from consolidation in the global travel retail sector through, for example, bolt-on acquisitions.<br />

On December 17, 2006, the Group acquired 100 percent <strong>of</strong> the share capital <strong>of</strong> the Luis Bared Group with<br />

23 shops in Puerto Rico and other Caribbean locations. In 2007, Dufry was awarded new concessions for<br />

example at Sheremetyevo Airport (Russia), Aruba International Airport Reina Beatrix (Dutch Caribbean), Hong<br />

Kong (China) and Sharm-el-Sheikh (Egypt), complementing existing activities Dufry already has in a particular<br />

area (Moscow and Aruba) or becoming a platform for entering new markets (Egypt and Hong Kong).<br />

Furthermore, Dufry was reawarded the existing concession that came up for renewal at Milan-Malpensa and<br />

Milan-Linate. On March 1, 2008, the Group acquired 51 percent <strong>of</strong> the voting shares <strong>of</strong> Dufry CE s.r.o, a<br />

privately owned company based in Prague, Czech Republic. This company, founded in March 2008 as spin-<strong>of</strong>f<br />

<strong>of</strong> a local corporation, currently operates seven duty-free and duty-paid shops at the airport <strong>of</strong> Prague. In 2008,<br />

Dufry opened two new shops at La Romana (Dominican Republic) and 3 new shops at El Cibao International<br />

Airport in Santiago de los Caballeros (Dominican Republic). In addition, Dufry was awarded concessions to<br />

23


operate new retail shops in the Italian train stations <strong>of</strong> Milan Central, Florence, Torino and Naples with totally<br />

more than 4,000 square meters <strong>of</strong> retail space.<br />

Unlike ‘High Street’ retailers, for whom rental costs are generally based upon square meters occupied, the<br />

Dufry Group’s concession fees are generally based upon the amount <strong>of</strong> its sales; as a result, although<br />

Management uses sales per square meter in certain <strong>of</strong> its evaluations, it is not a key performance indicator for<br />

the Dufry Group. Given the same level <strong>of</strong> customers, the amount <strong>of</strong> sales per square meter <strong>of</strong> retail space varies<br />

considerably depending on the type <strong>of</strong> shops (eg, general travel retail or specialized shops), the type <strong>of</strong> channel<br />

(eg, airports or cruise lines) and the region or country in which the shop is operated. The retail space occupied<br />

by the Dufry Group in any facility, or its location in that facility, may also be affected by the Dufry Group’s<br />

longer term growth strategy in that facility or region given the regulatory or contractual framework under which<br />

it operates. This may involve the Dufry Group acquiring retail space temporarily with lower sales per square<br />

meter in order to secure its longer term position in markets that it expects will experience growth. In addition,<br />

the Dufry Group may increase its space where its sales in a concession demonstrate that the allocated retail<br />

space has reached saturation levels, meaning that there is not enough space for the current level <strong>of</strong> customers;<br />

such an increase in space may cause the overall sales to increase but the amount <strong>of</strong> sales per square meter to<br />

decrease.<br />

Gross Margin and Advertising Income<br />

Management views the cost <strong>of</strong> goods sold and the resulting gross margin as an important measurement <strong>of</strong><br />

Dufry’s performance as a retailer. The cost <strong>of</strong> goods sold at any concession is influenced by the Dufry Group’s<br />

centralized supplier negotiation strategy, which includes the segmentation <strong>of</strong> suppliers by volume and active<br />

central management <strong>of</strong> these relationships. Management believes that the recent implementation <strong>of</strong> new<br />

information technology systems will assist further in gaining gross margin benefits from this strategy by<br />

providing a higher level <strong>of</strong> centrally available information which will assist negotiation. In addition, the<br />

reorganization <strong>of</strong> the Dufry Group’s logistics function is expected to deliver further positive gross margin<br />

effects.<br />

The Dufry Group’s pricing policy and product mix in any given location also affects a concession’s gross<br />

margin and, as such, the relationship between product mix, particularly higher margin products, and gross<br />

margin is an important one. To that end, the Dufry Group aims to allocate retail space, as much as possible, to<br />

the more pr<strong>of</strong>itable product categories.<br />

Dufry’s relationships with its suppliers also generate advertising income. Generally representing<br />

approximately 2 percent <strong>of</strong> turnover annually, thereby positively affecting the Dufry Group’s gross margin,<br />

Dufry’s generation <strong>of</strong> advertising revenue is assisted by its global presence and the large number <strong>of</strong> locations in<br />

which it may <strong>of</strong>fer advertising opportunities.<br />

Operating Expense Structure<br />

The operating expense structure is important to Dufry’s pr<strong>of</strong>itability. After the cost <strong>of</strong> goods sold,<br />

concession and other periodic fees associated with its retail operations are Dufry’s principal expense.<br />

In return for granting the retailer the right to operate its concession, the airport authority or other travel<br />

facility landlord typically receives a fee that is either fixed or based upon the number <strong>of</strong> passengers passing<br />

through the airport, the amount <strong>of</strong> sales at the concession, the floor area <strong>of</strong> the concession or a combination <strong>of</strong><br />

these factors. Certain concession agreements provide for a minimum annual guaranteed payment. Currently, the<br />

majority <strong>of</strong> Dufry’s concessions provide for a minimum annual guaranteed amount that is either fixed, based<br />

upon the number <strong>of</strong> passengers using an airport or other travel channel, or based upon current budgets or past<br />

results. As a result, the Dufry Group’s pr<strong>of</strong>itability may be adversely affected where revenues decrease at<br />

concessions with a fixed minimum annual guaranteed amount without a corresponding decrease in concession<br />

fees payable.<br />

The Dufry Group’s selling expenses, such as concession fees, credit card commission and packaging, are<br />

variable in nature as they generally move in line with sales. In contrast, general and administrative expenses,<br />

such as repairs and maintenance, rent, general administration and marketing are fixed in the short term. In<br />

addition, personnel costs, which represent a significant expense, comprise fixed and variable components as<br />

bonuses are based upon the performance <strong>of</strong> the business.<br />

24


Seasonality<br />

Further, and irrespective <strong>of</strong> the prevailing economic climate, passenger flows and the Dufry Group’s sales<br />

are seasonal. Such seasonality, however, varies from region to region. In Europe, for example, the highest levels<br />

<strong>of</strong> sales and pr<strong>of</strong>its are during the months <strong>of</strong> July and August, while in the Central and South Americas and the<br />

Caribbean the highest levels <strong>of</strong> sales and pr<strong>of</strong>its are during December and in the USA from June to August. In<br />

addition, certain seasonal events affecting sales, such as Easter or Ramadan, occur on different dates each year.<br />

As Dufry increases its working capital prior to these peak sales periods to carry higher inventory levels and<br />

increase its sales staff levels to meet anticipated demands, its results <strong>of</strong> operations would be affected negatively<br />

by any substantial decrease in sales during the traditional peak selling periods.<br />

Currency Fluctuations<br />

The Dufry Group benefits from natural hedging to a large extent, as its sales are primarily in Euros or US<br />

dollars and its cost <strong>of</strong> goods and concession payments are also primarily denominated in Euros or US dollars. In<br />

addition, concession fees are largely linked to sales. The Dufry Group’s results may, however, be positively or<br />

negatively affected by currency fluctuations as it reports in Swiss Francs. However, the impact on pr<strong>of</strong>itability is<br />

generally limited. See, further, “—Risk Management—Foreign Exchange Risk.”<br />

Depreciation and Amortization<br />

Dufry’s depreciation and amortization policies may also affect its pr<strong>of</strong>itability. The Dufry Group<br />

depreciates property, plant and equipment on a straight line basis over the shorter <strong>of</strong> the useful life <strong>of</strong> the asset<br />

(eg, four years for furniture and 10 years for fittings and other leasehold improvements) or the life <strong>of</strong> the<br />

concession to which the assets relate. Intangible assets with finite lives are amortized over the useful economic<br />

life and assessed for impairment whenever there is an indication that the intangible asset may be impaired.<br />

Intangible assets with indefinite useful lives are tested for impairment annually either individually or at the cashgenerating<br />

unit level and are also reviewed annually to determine whether indefinite life assessment continues to<br />

be supportable. If not, the change in useful life assessment from indefinite to finite is made on a prospective<br />

basis. Intangibles with indefinite useful lives are not amortized.<br />

Financial Result<br />

The Dufry Group’s pr<strong>of</strong>itability may be affected by the net amount <strong>of</strong> interest paid, interest earned, foreign<br />

exchange gains or losses from foreign exchange translation effects and gains or losses from the sale <strong>of</strong><br />

subsidiaries.<br />

Income Taxes<br />

Tax expense is based on the operating pr<strong>of</strong>it and net financial income and expenses <strong>of</strong> the Dufry Group on a<br />

separate return basis, ie, each subsidiary is taxed in its jurisdiction <strong>of</strong> operation, including financial income and<br />

expenses arising from inter-company financing in the Dufry Group. Tax losses carried from one tax period to<br />

the next may also influence the Dufry Group’s tax expense. As a result, there are substantial differences in tax<br />

rates across the Dufry Group. However, Dufry has put in place a standardized tax planning system across the<br />

Dufry Group whereby certain Dufry Group costs may be charged back to the Dufry Group’s operating<br />

subsidiaries based on clearly defined parameters through management fees, logistics costs and franchise fees<br />

determined on an arm’s length basis.<br />

Minorities<br />

Dufry’s business model places importance on the involvement <strong>of</strong> local partners in its concessions. See<br />

“Business—Business Strategy—Position Dufry as preferred partner for long-term business relationships.” While<br />

the Dufry Group benefits from the contribution that a local partner brings to the operation <strong>of</strong> a concession, the<br />

involvement <strong>of</strong> such partners in the ownership <strong>of</strong> the Company’s operating subsidiaries reduces the net earnings<br />

<strong>of</strong> the Dufry Group. For example, 40 percent <strong>of</strong> one <strong>of</strong> the Company’s main European operating subsidiaries,<br />

Dufrital, is owned by Milan’s airport authority, the Società Esercizi Aeroportuali SpA; 49 percent <strong>of</strong> the Dufry<br />

Group’s operating subsidiary at Sharjah is owned by the Sharjah Civil Aviation Authority; 49 percent <strong>of</strong> DSA is<br />

publicly held; and 40 percent <strong>of</strong> the Company’s subsidiary, Duty Free Caribbean, is owned by its local partner<br />

Cave Shepherd & Co, one <strong>of</strong> the longest established trading companies in Barbados. The Dufry Group’s interest<br />

in the earnings <strong>of</strong> these operating subsidiaries is therefore significantly reduced.<br />

25


Significant Accounting Estimates and Assumptions<br />

The preparation <strong>of</strong> the Group’s financial statements requires management to make judgments, estimates and<br />

assumptions that affect the reported amounts <strong>of</strong> revenues, expenses, assets and liabilities, and the disclosure <strong>of</strong><br />

contingent liabilities, at the reporting date. However, uncertainty about these assumptions and estimates could<br />

result in outcomes that could require a material adjustment to the carrying amount <strong>of</strong> the asset or liability in the<br />

future.<br />

Estimates and assumptions<br />

The key assumptions concerning the future and other key sources <strong>of</strong> estimation uncertainty at the balance<br />

sheet date, which may have a significant risk <strong>of</strong> causing a material adjustment to the carrying amounts <strong>of</strong> assets<br />

and liabilities within the next financial year, are discussed below.<br />

Concession rights<br />

Concession rights acquired in a business combination are valued at fair value as at the date <strong>of</strong> acquisition.<br />

The useful lives <strong>of</strong> operating concessions are assessed to be either finite or indefinite based on individual<br />

circumstances. The useful lives <strong>of</strong> operating concessions are reviewed annually to determine whether the<br />

indefinite life assessment for those concessions where it is assumed continues to be sustainable. The Group tests<br />

the operating concessions with indefinite useful lives for impairment. The underlying calculation requires the<br />

use <strong>of</strong> estimates.<br />

Brands and goodwill<br />

The Group tests brands and goodwill annually for impairment in accordance with IAS 36. The underlying<br />

calculation requires the use <strong>of</strong> estimates.<br />

Income taxes<br />

The Group is subject to income taxes in numerous jurisdictions. Significant judgment is required in<br />

determining the worldwide provision for income taxes. There are many transactions and calculations for which<br />

the ultimate tax assessment is uncertain. The Group recognizes liabilities for tax audit issues based on estimates<br />

<strong>of</strong> whether additional taxes will be payable. Where the final tax outcome is different from the amounts that were<br />

initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which<br />

such assessment is made.<br />

Deferred tax assets<br />

Deferred tax assets are recognized for unused tax losses only to the extent that it is probable that taxable<br />

pr<strong>of</strong>it will be available against which the losses can be utilized. Significant management judgment is required to<br />

determine the amount <strong>of</strong> deferred tax assets that can be recognized, based upon the likely timing and level <strong>of</strong><br />

future taxable pr<strong>of</strong>its together with future tax planning strategies.<br />

Share-based payments<br />

The Group measures the cost <strong>of</strong> equity-settled transactions with employees by reference to the fair value <strong>of</strong><br />

the equity instruments at the date at which they are granted. Estimating fair value requires determining the most<br />

appropriate valuation model for a grant <strong>of</strong> equity instruments, which is dependent on the terms and conditions <strong>of</strong><br />

the grant. This also requires determining the most appropriate inputs to the valuation model including the<br />

expected life <strong>of</strong> the option, volatility and dividend yield and making assumptions about them.<br />

Pension and other post-employment benefit obligations<br />

The cost <strong>of</strong> defined benefit pension plans and other post-employment benefits is determined using actuarial<br />

valuations. The actuarial valuation involves making assumptions about expected rates <strong>of</strong> return on assets, future<br />

salary increases, mortality rates and future pension increases. Due to the long term nature <strong>of</strong> these plans, such<br />

estimates are subject to significant uncertainty.<br />

26


Recent Developments<br />

For recent developments, please refer to the Section “The Acquisition <strong>of</strong> Hudson Group Holdings, Inc.”<br />

(p. 18 et seq.).<br />

Results <strong>of</strong> Operations<br />

Comparison <strong>of</strong> six months ended June 30, 2008 and June 30, 2007<br />

Turnover. Turnover comprises revenues from net sales and advertising. Dufry continued its growth trend<br />

for another consecutive half year. In the first half <strong>of</strong> 2008, turnover measured on constant FX rates increased by<br />

15.3 percent. Of this, organic growth accounted for 10.9 percent while new projects contributed 4.4 percent to<br />

turnover growth. Including the negative foreign exchange accounting effects <strong>of</strong> 11.1 percent, mainly related to<br />

the translation <strong>of</strong> the weakening US dollar against the Swiss Franc, turnover in comparison to the first half <strong>of</strong><br />

2007 grew by 4.2 percent to CHF 934.8 million from CHF 896.9 million.<br />

Net sales constituted 97.5 percent <strong>of</strong> turnover in the six-month period ended June 30, 2008 and increased by<br />

3.9 percent or, in absolute terms by CHF 34 million compared to the same period in 2007. Advertising income<br />

increased by 20.1 percent or, in absolute terms by CHF 3.9 million for the six months ended June 30, 2008<br />

compared to the same period in 2007.<br />

Turnover <strong>of</strong> region Europe (incl. headquarters) remained flat at CHF 199.3 million compared to CHF 199.6<br />

million. The main reason for this development was a substantial reduction <strong>of</strong> Alitalia’s flight schedule, which<br />

impacted the Italian operations, most notably at the Milan airports. Switzerland, Spain and France saw a<br />

turnover growth in line with expectations.<br />

Region Africa continued its growth and delivered turnover <strong>of</strong> CHF 92.6 million, an increase <strong>of</strong> 20.4 percent<br />

compared to CHF 77.0 million. Morocco continued its performance by posting double-digit growth and Egypt<br />

achieved a good ramp-up <strong>of</strong> its turnover.<br />

Region Eurasia increased its turnover by 19.5 percent to CHF 125.3 million from CHF 104.8 million<br />

despite negative translation effects from the US Dollar in the Russian operations. All operations performed well<br />

posting double-digit growth. Growth was further fuelled by the operations at Moscow-Sheremetyevo airport,<br />

which was opened in July last year, as well as the new shops in Singapore’s Terminal 3.<br />

Turnover <strong>of</strong> region North America & Caribbean decreased by 12.1 percent to CHF 207.5 million from<br />

CHF 236.0 million in the same period last year due to the translation effects resulting from the devaluation <strong>of</strong><br />

the US dollar. On constant FX terms, turnover was stable. Within the region, the USA and several <strong>of</strong> the<br />

Caribbean islands had a good performance with double-digit growth whereas the Mexican operations and Puerto<br />

Rico posted lower turnover.<br />

Region South America grew its turnover by 10.9 percent to CHF 310.2 million from CHF 279.6 million.<br />

Measured in its functional currency US Dollar, turnover growth was 30 percent, backed by international<br />

passenger growth <strong>of</strong> 7 percent, a favourable economic environment in Brazil with a strengthening <strong>of</strong> the<br />

purchase power for US dollar based products, and productivity improvements related to several operational<br />

measures implemented.<br />

Gross Pr<strong>of</strong>it. Gross pr<strong>of</strong>it reached CHF 807.8 million for the first half <strong>of</strong> 2008, an increase <strong>of</strong> 8 percent<br />

compared to CHF 470.3 million in the corresponding period <strong>of</strong> the previous year. The gross margin including<br />

advertising income for the six months ended June 30, 2008 was approximately 54.3 percent, compared to<br />

approximately 52.4 percent for the same period in 2007.<br />

Selling Expenses. Selling expenses amounted to 21.0 percent <strong>of</strong> turnover for the six months ended June 30,<br />

2008 compared to 20.4 for the same period in 2007. The increase in selling expenses in 2008 compared to 2007<br />

<strong>of</strong> CHF 13.8 million from CHF 182.8 million to CHF 196.6 million was primarily due to the increase in<br />

concession fees <strong>of</strong> 1.0 percentage point in certain <strong>of</strong> the Dufry Group’s operations due to increased sales at those<br />

locations. This was partially compensated with a higher selling income.<br />

Personnel. Personnel expenses, expressed as a percentage <strong>of</strong> turnover, increased slightly from 12.7 percent<br />

for the six months ended June 30, 2007 to 12.8 percent for the same period in 2008. In absolute terms, personnel<br />

expenses increased by approximately CHF 5.8 million for the six months ended June 30, 2008 compared to the<br />

27


same period in 2007, or 5.1 percent. The increase in personnel expenses is attributable primarily to the increase<br />

in the number <strong>of</strong> full time employee equivalents from 6,<strong>750</strong> at June 30, 2007 to 7,180 at June 30, 2008 which, in<br />

turn, is a corollary <strong>of</strong> the Dufry Group’s increased sales in the period.<br />

EBITDA. EBITDA for the first half <strong>of</strong> 2008 increased by 14.8 percent to CHF 121.6 million compared to<br />

CHF 105.9 million for the respective period <strong>of</strong> 2007. The Dufry Group’s EBITDA margin (before other<br />

operational income/expense) improved by 1.2 percentage points for the six months ended June 30, 2008<br />

compared to the first six months <strong>of</strong> 2007, going from 11.8 percent in 2007 to 13.0 percent in 2008. Before<br />

currency effects, EBITDA before other operational income/expenses would have reached CHF 139.2 million in<br />

the first six months <strong>of</strong> 2008, increasing 31.4 percent over the same period 2007.<br />

General Expenses. General expenses for the six months ended June 30, 2008 represented 7.5 percent <strong>of</strong><br />

turnover compared to 7.6 percent for the same period in 2007. In absolute terms, general expenses increased by<br />

CHF 2.2 million compared to the same period in 2007, or approximately 3.2 percent.<br />

Depreciation, Amortization and Impairment. Depreciation, amortization and impairment represented 3.6<br />

percent <strong>of</strong> turnover for the six months ended June 30, 2008 compared to 3.8 percent for the same period in 2007.<br />

Depreciation remained almost stable and amounted to CHF 14.9 million, reflecting customary annual<br />

depreciation <strong>of</strong> property and equipment. Amortization decreased to CHF 18.3 million in the first half 2008 from<br />

19.3 million in the respective period in 2007 due to the translation effect <strong>of</strong> the US Dollar.<br />

Other Operational Expenses and Income. Other operational expenses increased by CHF 9.1 million for the<br />

six months ended June 30, 2008 compared to the same period in 2007.<br />

EBIT. In the first six month <strong>of</strong> 2008, EBIT reached CHF 78.9 million compared to CHF 83.8 million in the<br />

respective period <strong>of</strong> 2007. Adjusted for one-<strong>of</strong>f effects, which include expenses related to the unrealized<br />

acquisition <strong>of</strong> World Duty Free (“WDF”) <strong>of</strong> CHF 5.2 million in the first half <strong>of</strong> 2008 and an income <strong>of</strong><br />

CHF 17.5 million <strong>of</strong> capital gain from the over-allotment option <strong>of</strong> the DSA’s IPO in the first half <strong>of</strong> 2007,<br />

EBIT increased by 26.8 percent to CHF 84.1 million for the first half <strong>of</strong> 2008 from CHF 66.3 million for the<br />

same period in 2007.<br />

Financial Result. This item reflects the net amount <strong>of</strong> interest income, interest expense and foreign<br />

exchange gains or losses. Financial expenses decreased by CHF 7.5 million to CHF 6.1 million for the six<br />

months ended June 30, 2008 from CHF 13.6 million in the same period <strong>of</strong> 2007. This improvement is mainly<br />

due to lower interest expenses based on lower interest rates and reduced net debt.<br />

Taxes. As noted earlier in “—Factors Affecting Results <strong>of</strong> Operations—Income Taxes,” the Dufry Group’s<br />

tax expense is based on the operating pr<strong>of</strong>it and net financial income and expenses, including financial income<br />

and expenses arising from inter-company financing in the Dufry Group, <strong>of</strong> each subsidiary as taxed in its<br />

jurisdiction <strong>of</strong> operation. Income taxes for the first six months <strong>of</strong> 2008 stood at CHF 17.2 million compared to<br />

CHF 13.2 million for the corresponding period <strong>of</strong> 2007. The increase in tax expense in absolute terms was due<br />

to increased Dufry Group taxable pr<strong>of</strong>its for the six months ended June 30, 2008 compared to 2007. The tax rate<br />

measured as percentage <strong>of</strong> EBT increased to 23.7 percent from 18.8 percent. Excluding the tax exempt capital<br />

gain in 2007 corresponding to CHF 17.5 million from the over-allotment option <strong>of</strong> the DSA IPO in the first half<br />

<strong>of</strong> 2007, the tax rate in 2007 was 25.1 percent resulting in a decrease <strong>of</strong> the tax rate by 1.4 percentage points.<br />

�et Earnings.Net earnings for the Group stood at CHF 55.5 million in the first half <strong>of</strong> 2008 compared to<br />

CHF 57.0 million in the same period <strong>of</strong> 2007. The Dufry Group recorded a net pr<strong>of</strong>it after minorities <strong>of</strong> CHF<br />

28.0 million for the six months ended June 30, 2008 compared to a net pr<strong>of</strong>it after minorities <strong>of</strong> CHF 35.5<br />

million for the same period in 2007. Excluding the one-<strong>of</strong>f effects <strong>of</strong> the WDF expenses in 2008 and the capital<br />

gain <strong>of</strong> the DSA IPO 2007, net earnings to equity holders grew by 84 percent to CHF 33.2 million in the first<br />

half year <strong>of</strong> 2008 from CHF 18.0 million in the same period in 2007. Minority interests <strong>of</strong> CHF 27.5 million for<br />

the six months ended June 30, 2008 represented pr<strong>of</strong>its attributable to the minority shareholders in the Dufry<br />

Group’s operating subsidiaries, including Dufrital, Dufry Sharjah FZC, Duty Free Caribbean and DSA. In the<br />

six months ended June 30, 2008, basic earnings per share were CHF 1.99 compared to CHF 2.53 in the same<br />

period in 2007.<br />

28


Comparison <strong>of</strong> fiscal years ended December 31, 2007 and December 31, 2006<br />

Turnover. Turnover comprises revenues from net sales and advertising. It reached CHF 1,930.3 million,<br />

which represents an increase <strong>of</strong> 34.4 percent versus the previous year. Organic growth accelerated by 16.7<br />

percent was driven partially by passenger growth and mainly by productivity improvements, especially in South<br />

America. Growth from acquisitions, which contributed 14.1 percentage points, is attributable to the full year<br />

effect <strong>of</strong> the Brazilian and Puerto Rican activities. While new concessions and expansions contributed 5.0<br />

percentage points, the foreign exchange impact <strong>of</strong> conversion into CHF was negatively affected by 1.5 percent.<br />

Net sales constituted 97.7 percent <strong>of</strong> turnover in 2007 and increased by CHF 481.6 million compared to 2006.<br />

Advertising income increased by 37.9 percent or by CHF 12.3 million compared to 2006.<br />

Region Europe increased net sales by 10.3 percent to CHF 408.7 million in 2007 against CHF 370.5 million<br />

in 2006. Italy and Switzerland posted solid double-digit growth backed by passenger growth and recent shop<br />

refurbishments. Dufry’s operations in Spain, which opened in 2006, also showed a strong growth based on the<br />

full year effect as well as the ramp up <strong>of</strong> the operations along 2006 and 2007.<br />

In region Africa, net sales saw an increase <strong>of</strong> 25.4 percent and reached CHF 183.5 million in 2007<br />

compared to CHF 146.4 million in the previous year. Morocco performed well based on strong organic growth<br />

and the openings <strong>of</strong> new stores. Tunisia also posted a strong set <strong>of</strong> results. Furthermore, Algeria contributed to<br />

the region’s growth due the full year effect as did Egypt, where Dufry opened its first shops during 2007.<br />

Region Eurasia increased net sales by 21.0 percent to CHF 226.6 million in 2007 from CHF 187.2 million<br />

in 2006. Russia had a strong growth due to the ongoing positive passenger trends as well as new operations at<br />

Sheremetyevo Airport (Moscow). The positive fundamentals also drove growth in Sharjah (United Arab<br />

Emirates) and Cambodia, where refurbishments and new shops further fuelled growth. Belgrade, which opened<br />

in 2006, and Hong Kong, where Dufry started operations in 2007, also contributed to growth in Eurasia. The<br />

new operations also led to start-up costs, which are customary to such projects and which were expensed<br />

through the income statement.<br />

In region North America & Caribbean, net sales soared by 43.0 percent to CHF 469.1 million in 2007<br />

versus CHF 328.0 million in the previous year. Out <strong>of</strong> this, the acquisition in Puerto Rico contributed 29.9<br />

percent. All major operations performed well and posted double-digit growth. Dufry continued to open new<br />

shops in the Caribbean region, most notably in Dominican Republic, which further supported growth in the<br />

region.<br />

Region South America performed well with net sales reaching CHF 597.5 million in 2007, an increase <strong>of</strong><br />

60.8 percent from CHF 371.6 million in 2006. Excluding the full year effects, net sales <strong>of</strong> airport operations<br />

increased by 38.5 percent on a US dollar basis despite a moderate passenger growth <strong>of</strong> 3.6 percent. The<br />

productivity improvements <strong>of</strong> Dufry’s Brazilian operations, which Dufy undertook during 2006 and 2007, as<br />

well as the strong economy in Brazil led to this positive performance. Equally, the cruise line operations,<br />

Flagship, grew by 22.6 percent partially due to the opening <strong>of</strong> shops on new vessels.<br />

Gross Pr<strong>of</strong>it. In 2007, gross pr<strong>of</strong>it increased by 38.1 percent to CHF 1,028.0 million from CHF 744.4<br />

million in 2006. Gross margin increased by 1.5 percentage points to 53.3 percent in 2007 from 51.8 percent in<br />

2006. The improvement in gross margin reflects Dufry’s focus on a number <strong>of</strong> important factors ranging from<br />

improvements <strong>of</strong> the IT platform, changes in the product mix towards more pr<strong>of</strong>itable product categories, such<br />

as perfumes and cosmetics, to better negotiations and relations with its suppliers.<br />

Selling Expenses. Selling expenses, net, reached CHF 393.0 million or 20.4 percent <strong>of</strong> turnover versus<br />

CHF 286.0 million or 19.9 percent in 2006. The increase <strong>of</strong> the selling expenses as a percentage <strong>of</strong> turnover was<br />

primarily due to increased concession fees pertaining from new operations. This was partially compensated with<br />

a higher selling income. The increase in selling expenses in absolute terms in 2007 compared to 2006 <strong>of</strong> CHF<br />

118.2 million was primarily due to higher concessions and rental fees due to increased sales at those locations<br />

and increased credit card commissions. Credit card commissions increased 41.1 percent in 2007 compared to<br />

2006, constituting 5.0 percent <strong>of</strong> selling expenses in 2006 and 5.1 percent <strong>of</strong> selling expenses in 2007. Selling<br />

expenses are presented net <strong>of</strong> concession and retail rental income. This is income generated by the Dufry Group<br />

when Dufry Group sublets retail space at its shops to other retail operations. In 2007 this amounted to<br />

approximately CHF 8.7 million.<br />

Personnel Expenses. In 2007, personnel expenses accounted for CHF 234.6 million compared to CHF 179.5<br />

million in 2006 showing an increase <strong>of</strong> 30.7 percent. This increase is mainly due to acquisitions effects and new<br />

29


operations added to the Group. As <strong>of</strong> December 31, 2007, the number <strong>of</strong> employees (FTE’s) stood at 7,094<br />

compared to 6,526 at the end <strong>of</strong> 2006, an increase <strong>of</strong> 8.7 percent. Personnel expenses as a percentage <strong>of</strong> turnover<br />

continued to decrease and reached 12.2 percent in 2007 compared to 12.5 percent in 2006. The reduction was<br />

partially due to Dufry’s standardization projects implemented during 2007.<br />

General Expenses. General expenses, net, amounted to CHF 141.2 million in 2007 against CHF 118.4<br />

million in 2006. As a percentage <strong>of</strong> turnover, general expenses showed a decrease to 7.3 percent in 2007 from<br />

8.2 percent in 2006, which similar to the personnel expenses, was partially due to the standardization initiatives.<br />

EBITDA. In 2007, EBITDA (before other operational income/expenses) increased by a remarkable 61.6<br />

percent to CHF 259.3 million from CHF 160.5 million in 2006. EBITDA margin increased by 2.2 percentage<br />

points to 13.4 percent from 11.2 percent in 2006. The margin increase was mainly due to the improvement in the<br />

gross pr<strong>of</strong>it as well as relatively lower personnel and general expenses. The improvements more than<br />

compensated the increase in selling expenses.<br />

Depreciation, Amortization and Impairment. Depreciation, amortization and impairment amounted to 3.6<br />

percent <strong>of</strong> turnover in 2007 compared to 3.5 percent <strong>of</strong> turnover in 2006. Depreciation, amortization and<br />

impairment rose to CHF 70.2 million in 2007 compared to CHF 50.0 million in 2006. The increase mainly stems<br />

from amortization charges which increased to CHF 36.4 million in 2007 from CHF 23.9 million in 2006 and are<br />

due to the amortization <strong>of</strong> the Puerto Rico acquisition and the full year effect <strong>of</strong> Brazil. Depreciation increased<br />

due to various refurbishment projects and new operations.<br />

Other Operational Expenses and Income. Other operational expenses decreased by CHF 1.2 million in 2007<br />

compared to 2006. A large component <strong>of</strong> these expenses in both 2007 and 2006 was consulting and other<br />

expenses relating to special projects. The largest components in 2007 were expenses for provisions and<br />

arrangement fees for new operations and start-up costs.<br />

EBIT. EBIT increased by 13.7 percent and amounted to CHF 192.3 million in 2007 versus CHF 169.2<br />

million in the previous year. Excluding the other operational result, which accounted for CHF 58.7 million in<br />

2006 and CHF 3.2 million in 2007, EBIT would have risen by 73.4 percent year-on-year.<br />

Financial Result. Net financial expenses amounted to CHF 27.9 million in 2007 compared to CHF 30.7<br />

million in 2006. Whereas in 2006, debt levels increased substantially in March 2006 due to the acquisition in<br />

Brazil and led to a respective increase in interest expenses from thereon, the reduction in 2007 is due to overall<br />

lower debt levels as well as better terms due to the improved covenants. The net financial result in 2007<br />

improved by 18.7 percent compared to 2006.<br />

Taxes. As noted earlier in “—Factors Affecting Results <strong>of</strong> Operations—Income Taxes,” the Dufry Group’s<br />

tax expense is based on the operating pr<strong>of</strong>it and net financial income and expenses, including financial income<br />

and expenses arising from inter-company financing in the Dufry Group. The Group’s taxable income is subject<br />

to different tax rates, in accordance with the applicable legislation <strong>of</strong> the countries where the income is<br />

generated. In 2007, income taxes stood at CHF 38.3 million versus CHF 13.9 million in the previous year. The<br />

effective tax rate expressed as percentage <strong>of</strong> EBT was 23.3 percent in 2007 compared to 10.0 percent in 2006.<br />

The increase in the effective tax rate is mainly due to the capital gain related to the IPO <strong>of</strong> DSA, which was not<br />

taxable for the respective holding company, as well as excellent results in locations with higher tax rates and<br />

certain deferred tax effects.<br />

�et Earnings. Excluding the other operational result, net earnings before minorities increased by 86.6<br />

percent to CHF 122.8 million in 2007 compared to CHF 65.8 million in the previous year. Net earnings for the<br />

Group before minorities increased by 1.2 percent and reached CHF 126.0 million in 2007 compared to<br />

CHF 124.6 million in 2006. Earnings attributable to the equity holders <strong>of</strong> the parent were CHF 75.0 million in<br />

2007 compared to CHF 107.7 million in 2006 due to the IPO <strong>of</strong> DSA in 2006. At the same time, minority<br />

interest in the Dufry Group’s operating subsidiaries, including Dufrital, Dufry Sharjah FZC and Duty Free<br />

Caribbean and DSA, increased to CHF 51.1 million in 2007 versus CHF 16.9 million in 2006 due to the IPO. In<br />

2007, basic earnings per share were CHF 5.35 compared to CHF 7.66 in 2006. Adjusted for other operational<br />

result, adjusted EPS increased by 62 percent to CHF 5.59 in 2007 from to CHF 3.45 in 2006.<br />

30


Liquidity and Capital Resources<br />

General<br />

Dufry’s principal source <strong>of</strong> liquidity has been and is expected to continue to be cash generated from<br />

operations together with its short- and long-term credit facilities. Its principal liquidity requirements have been<br />

and are expected to be for capital expenditures, in particular to finance acquisitions, the fitting out <strong>of</strong> new shops<br />

and the renovation <strong>of</strong> existing shops, as well as any upfront payments associated with new concessions and<br />

working capital for inventories. Management aims to maintain the Dufry Group’s leverage at levels that will<br />

permit it to access the same levels <strong>of</strong> bank financing that it may access currently.<br />

Liquidity and capital resources<br />

As <strong>of</strong> December 31, 2007 Dufry’s net debt position amounted to CHF 370.4 million compared to<br />

CHF 513.4 million by the end <strong>of</strong> 2006. The strong cash generation within the Group as well as the proceeds<br />

from the execution <strong>of</strong> the over-allotment option in relation to DSA, allowed reducing net debt. Equity increased<br />

to CHF 737.8 million as <strong>of</strong> December 31, 2007 from CHF 655.1 million at the end <strong>of</strong> the previous year.<br />

As <strong>of</strong> 30 June 2008, net debt amounted to CHF 434.0 million compared to CHF 370.4 million at December<br />

31, 2007. The increase is mainly due to Dufry’s purchase <strong>of</strong> an 11.2 percent stake (pre-dilution) <strong>of</strong> Hudson. The<br />

amount paid <strong>of</strong> CHF 52.4 million was fully financed with debt.<br />

Cash Flows from Operating Activities<br />

Dufry’s cash generated from operations (before income taxes) amounted to CHF 237.8 million for the year<br />

ended December 31, 2007. In 2006, the Dufry Group’s cash generated from operating activities (before income<br />

taxes), was CHF 141.3 million. The increase in 2007 was due primarily to increased sales and a significantly<br />

improved EBIT. The Group required only a limited quantity <strong>of</strong> additional net working capital to achieve this<br />

plus in sales, so that net working capital expressed as percentage <strong>of</strong> turnover improved to 9.2 percent in 2007<br />

compared to 10.4 percent in 2006.<br />

For the six months ended June 30, 2008, Dufry’s cash generated from operations (before income taxes)<br />

amounted to CHF 42.2 million which correspond to a decrease <strong>of</strong> CHF 19.4 million compared to June 30, 2007.<br />

This decrease is mainly due to an increase in inventories.<br />

Cash Flows from Investing Activities / Dufry’s Investment Policy<br />

Capital expenditure is Dufry’s primary investing activity and may be divided into two main categories:<br />

tangible and intangible capital expenditure. The first category includes spending on the renovation and<br />

maintenance <strong>of</strong> existing shops and the fitting out <strong>of</strong> new shops whereas the second category reflects upfront<br />

payments upon the granting <strong>of</strong> a new concession which are capitalized as an intangible asset and amortized over<br />

the life <strong>of</strong> the concession unless otherwise required to be impaired. When contemplating an investment in a new<br />

concession, Dufry focuses on pr<strong>of</strong>itable growth as its key investment criterion.<br />

The Dufry Group invested approximately CHF 67.6 million in 2007 and CHF 63.6 million in 2006 in<br />

tangible and intangible capital expenditure projects. For the six months ended June 30, 2008 the Dufry Group<br />

spent approximately CHF 82.6 million including CHF 15.4 million on property, plant and equipment for the<br />

refurbishment <strong>of</strong> existing shops and fitting out <strong>of</strong> new operations, CHF 11.7 million on upfront payments in<br />

connection with new concessions and CHF 52.4 million related to the acquisition <strong>of</strong> 11.2 percent in Advent-<br />

Hudson, LLC.<br />

In addition to fitting out new shops Dufry currently expects to invest in renovation and maintenance <strong>of</strong> its<br />

existing shops, including undertaking some major refurbishment projects each year. The Dufry Group is not<br />

currently committed to any upfront payments in connection with new concessions during these periods, but it<br />

does expect to continue its strategy <strong>of</strong> expansion as set out in “Business—Business Strategy—Focus on<br />

Pr<strong>of</strong>itable Growth” and, therefore, such payments may occur. In addition, Management recognizes that, in<br />

connection with the entry into new markets, it may be appropriate for the Dufry Group to invest in an airport’s<br />

infrastructure or facilities.<br />

31


Credit Facilities<br />

The Dufry Group’s key credit facilities are negotiated and organized centrally, with only minor credit lines<br />

at the regional level.<br />

On August 19, 2008 Dufry signed a 5-year multi-currency credit-facility agreement <strong>of</strong> approximately CHF<br />

1.25 billion. This syndicated credit facility is provided by Banco Santander, ING, Raiffeisen Zentralbank and<br />

Royal Bank <strong>of</strong> Scotland. The facility has been used to refinance Hudson Group’s debt as well as Dufry’s<br />

existing bank debt and serves for working capital and general corporate purposes.<br />

Contractual Obligations<br />

The Dufry Group is obliged to make minimum annual guaranteed concession payments under the majority<br />

<strong>of</strong> its concession agreements. Although some payments are fixed, the majority <strong>of</strong> the minimum annual<br />

guaranteed payments provided for in the Dufry Group’s concession agreements are dependent upon passenger<br />

numbers, sales or a combination <strong>of</strong> both and, as a result, cannot be determined by the Dufry Group in advance.<br />

In 2007, CHF 54.5 million <strong>of</strong> the Dufry Group’s CHF 376.3 million concession fees was attributable to<br />

concession agreements providing for a fixed minimum annual guaranteed amount.<br />

Risk Management<br />

General<br />

Dufry’s risk management is undertaken centrally by its Basel headquarters staff. The Dufry Group issues<br />

procedures for all main commercial and financial processes, including financial and commercial reporting<br />

processes, centralized assessment <strong>of</strong> legal risk, and global coordination <strong>of</strong> the Dufry Group’s insurance cover.<br />

The regional headquarters’ personnel ensure the implementation <strong>of</strong> these procedures in their respective regions.<br />

Foreign Exchange Risk<br />

Dufry faces two types <strong>of</strong> exchange rate risk. First, it faces a certain amount <strong>of</strong> transaction exposure.<br />

Although Dufry operates in 40 countries, the pricing <strong>of</strong> its products is mostly done in Euros or US dollars and in<br />

most cases the Dufry Group also collects hard currencies from its customers. The cost <strong>of</strong> goods and concession<br />

payments are also largely denominated in Euros or US dollars. In addition, concession fees are largely linked to<br />

sales and, to that extent, not exposed to transaction risk. There are, however, certain cost elements, such salaries<br />

and other general expenses, that are denominated in local currencies. Dufry does not currently engage in<br />

forward foreign exchange hedging, as it benefits from natural hedging. Further, Dufry matches certain assets<br />

and liabilities taking into consideration short-term cash flows in the respective currencies <strong>of</strong> its operations.<br />

The second type <strong>of</strong> risk is the translation exposure, which arises as a result <strong>of</strong> Dufry’s reporting in Swiss<br />

Francs, while a major part <strong>of</strong> its assets, liabilities, revenues and expenses are denominated in currencies other<br />

than the Swiss Franc. Therefore, increases and decreases in the value <strong>of</strong> the Swiss Franc against other currencies<br />

may affect its consolidated financial statements.<br />

Interest Rate Risk<br />

Dufry’s interest rate exposure is mainly related to interest-bearing net debt in the balance sheet. Although<br />

Dufry’s operating subsidiaries engage in a certain amount <strong>of</strong> local borrowing activities, the vast majority <strong>of</strong> the<br />

Dufry Group’s financial investments and debt is managed centrally by its Dufry Group Treasury. As such, the<br />

Dufry Group’s interest rate risk is controlled centrally.<br />

32


Changes in Accounting Policies<br />

The accounting policies adopted are consistent with those <strong>of</strong> the previous financial year except as follows:<br />

In 2007, Dufry Group has adopted the following new and amended IFRS and IFRIC interpretations. Adoption <strong>of</strong><br />

these revised standards and interpretations did not have any material effect on the financial performance or<br />

position <strong>of</strong> the Group. They did however give rise to additional disclosures.<br />

– IFRS 7 Financial Instruments: Disclosures<br />

– IAS 1 Amendment - presentation <strong>of</strong> Financial Statements<br />

– IFRIC 7 Applying the Restatement Approach under IAS 29, Financial Reporting in Hyperinflationary<br />

Economies<br />

– IFRIC 8 Scope <strong>of</strong> IFRS 2<br />

– IFRIC 9 Reassessment <strong>of</strong> Embedded Derivatives<br />

– IFRIC 10 Interim Financial Reporting and Impairment<br />

The Group has also early adopted the following IFRS and IFRIC interpretations. Adoption <strong>of</strong> these<br />

standards and interpretations did not have any effect on the financial performance or position <strong>of</strong> the Group.<br />

They did however give rise to additional disclosures.<br />

– IFRS 8 Operating Segments<br />

– IFRIC 11 IFRS 2 – Group and Treasury Share Transactions<br />

The accounting policies adopted in the preparation <strong>of</strong> the interim condensed consolidated financial<br />

statements <strong>of</strong> June 30, 2008 are consistent with those followed in the preparation <strong>of</strong> the Group’s annual financial<br />

statements for the year ended December 31, 2007, except for the adoption <strong>of</strong> new Standards and Interpretations,<br />

noted below:<br />

– IFRIC 14 IAS 19 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their<br />

Interaction (effective from January 1, 2008)<br />

This Interpretation provides guidance on how to assess the limit on the amount <strong>of</strong> surplus in a defined<br />

benefit scheme that can be recognized as an asset under IAS 19 Employee Benefits. As the Group’s<br />

defined benefit schemes are not expected to be in surplus at year end, the Interpretation will have no<br />

impact on the financial position or performance <strong>of</strong> the Group.<br />

– IFRIC 12 Service Concession Arrangements (effective from January 1, 2008)<br />

This Interpretation applies to service concession operators and explains how to account for the<br />

obligations undertaken and rights received in service concession arrangements. No entity <strong>of</strong> the Group<br />

is a public service provider and hence this Interpretation has no impact on the Group.<br />

Where necessary, the comparatives have been reclassified or extended from previously reported results to<br />

take into account any changes in presentation made in the annual report or these interim financial statements.<br />

�o Material Change<br />

There has been no material change in the business or financial situation <strong>of</strong> the Dufry Group since June 30,<br />

2008, except as disclosed elsewhere in this <strong>Listing</strong> Prospectus.<br />

33


HUDSO�<br />

All figures in this section are denominated in US dollars if not indicated otherwise.<br />

Basis <strong>of</strong> Presentation and Accounting Policies<br />

Hudson’s consolidated financial statements have been prepared on a historical cost basis. The consolidated<br />

financial statements are presented in US dollars and all values are rounded to the nearest thousand (US$ 000)<br />

except when otherwise indicated.<br />

The consolidated financial statements <strong>of</strong> Hudson Group have been prepared in accordance with Generally<br />

Accepted Accounting Principles (GAAP).<br />

The consolidated financial statements comprise the financial statements <strong>of</strong> Hudson and its subsidiaries as <strong>of</strong><br />

the closest Sunday to the end <strong>of</strong> December each year. Subsidiaries are fully consolidated from the date on which<br />

the Group obtains control, mostly being the date <strong>of</strong> acquisition, and continue to be consolidated until the date<br />

that such control ceases. The financial statements <strong>of</strong> the subsidiaries are prepared for the same reporting period<br />

as the parent company, using consistent accounting policies. All intra-group balances, income and expenses and<br />

unrealized gains and losses resulting from intra-group transactions are eliminated in full.<br />

Minority interests <strong>of</strong> consolidated subsidiaries are identified separately from the Group’s equity therein.<br />

Minority interests consist <strong>of</strong> the amount <strong>of</strong> those interests at the date <strong>of</strong> the original business combination and<br />

the minority’s share <strong>of</strong> changes in equity since the date <strong>of</strong> the combination. Losses applicable to the minority, in<br />

excess <strong>of</strong> the minority’s interest in the subsidiary’s equity, are allocated against the interest <strong>of</strong> the Group, except<br />

to the extent that the minority has a binding obligation and is able to make an additional investment to cover the<br />

losses. The share <strong>of</strong> the minorities in the net earnings <strong>of</strong> the Group is also presented separately.<br />

Factors Affecting Results <strong>of</strong> Operation<br />

General<br />

Hudson’s revenues are generated by its travel retail sales and advertising revenues. In addition to the cost <strong>of</strong><br />

goods sold, the Hudson Group’s major operating expenses are concession and other periodic fees associated<br />

with its retail operations and personnel costs. The Hudson Group aims to generate top-line growth while also<br />

improving its gross margin and developing a cost-effective operations structure to increase returns.<br />

Sales<br />

Hudson Group’s sales growth has been, and is expected to continue to be, a result <strong>of</strong> its ability to<br />

consistently generate best-in-class revenue per enplaned passenger, win new contracts, and renew existing<br />

contracts.<br />

Many <strong>of</strong> Hudson’s operations have seen a significant increase in per customer spend in 2008. Some <strong>of</strong> this<br />

increase is a result <strong>of</strong> Hudson’s initiative to expand its snack and beverage <strong>of</strong>fering as airlines began to charge<br />

for, or eliminate such amenities. Hudson also increased the size and pricing <strong>of</strong> selected snacks which provides<br />

customers with more value. Additionally, in May, sales associates began proactively selling bottled water at the<br />

cash register to customers who were not already purchasing water.<br />

Furthermore, new operations in Newark Penn Station, Cleveland, Nashville and Ft. Lauderdale as well as<br />

the addition <strong>of</strong> beverage and easing <strong>of</strong> strict street pricing to the contract in Calgary, a 56 square meters gift<br />

store addition to the post security newsstand at JFK Terminal 4 and renovated in-line space in the Jet Blue<br />

concourse <strong>of</strong> Terminal C Logan had a positive impact on sales in 2008.<br />

In addition, Hudson seeks to grow sales by expanding its current locations. Throughout 2008 Hudson has<br />

achieved the following:<br />

Lease Awards:<br />

Chicago – CitiGroup Center – Awarded 2 news and gift locations and one Euro Café<br />

Cleveland Hopkins International Airpot – BAA awarded Hudson all newsstands and the Rock and Roll<br />

Hall <strong>of</strong> Fame store<br />

34


Newark – Penn Station – NJ Transit awarded Hudson a bus and train station location<br />

Newark – Terminal A –Westfield recommended Hudson to the PANYNJ for operation <strong>of</strong> 5<br />

newsstands, Papyrus and Taxco Sterling<br />

Newark – Terminal C – Westfield awarded Hudson a bookstore and newsstand. These were existing<br />

stores, but Hudson won a new competitive RFP process<br />

San Jose – Package 2 – Awarded news/gift, book, and specialty retail locations<br />

Vancouver – Domestic Terminal – Awarded a large news/gift location and 6 retail concepts<br />

Vancouver – Domestic Terminal – Awarded 2 specialty retail concepts<br />

Vancouver – Pier Expansion – Awarded a large Hudson News/Euro Café<br />

Recent contract extensions include: Anchorage, Burlington, Calgary, Charleston, JFK Terminal 1,<br />

Manchester, Norfolk, and Vancouver Transborder.<br />

Management also expects growth opportunities to arise for Hudson:<br />

as existing concessions operated by other travel retailers come up for renewal;<br />

as the Hudson Group enters new markets; and<br />

from consolidation in the global travel retail sector through, for example, bolt-on acquisitions.<br />

Gross Margin and Advertising Income<br />

Management views the cost <strong>of</strong> goods sold and the resulting gross margin as an important measurement <strong>of</strong><br />

Hudson’s performance as a retailer. The cost <strong>of</strong> goods sold at any concession is influenced by the Hudson<br />

Group’s centralized supplier negotiation strategy, which includes the segmentation <strong>of</strong> suppliers by volume and<br />

active central management <strong>of</strong> these relationships. Management believes that the recent implementation <strong>of</strong> new<br />

information technology systems will assist further in gaining gross margin benefits from this strategy by<br />

providing a higher level <strong>of</strong> centrally available information which will assist negotiation. In addition, the<br />

reorganization <strong>of</strong> the Hudson Group’s logistics function is expected to deliver further positive gross margin<br />

effects.<br />

The Hudson Group’s pricing policy and product mix in any given location also affects a concession’s gross<br />

margin and, as such, the relationship between product mix, particularly higher margin products, and gross<br />

margin is an important one. To that end, the Hudson Group aims to allocate retail space, as much as possible, to<br />

the more pr<strong>of</strong>itable product categories.<br />

Hudson’s relationships with its suppliers also generate advertising income, positively affecting the Hudson<br />

Group’s gross margin. Hudson’s generation <strong>of</strong> advertising revenue is dependent on its US and Canadian<br />

presence in the major designated market areas (DMA’s) which it may <strong>of</strong>fer advertising opportunities.<br />

Operating Expense Structure<br />

The operating expense structure is important to Hudson’s pr<strong>of</strong>itability. After the cost <strong>of</strong> goods sold,<br />

concession and other periodic fees associated with its retail operations are Hudson’s principal expense.<br />

In return for granting the retailer the right to operate its concession, the airport authority or other travel<br />

facility landlord typically receives a fee that is either fixed or based upon the number <strong>of</strong> passengers passing<br />

through the airport, the amount <strong>of</strong> sales at the concession, the floor area <strong>of</strong> the concession or a combination <strong>of</strong><br />

these factors. Certain concession agreements provide for a minimum annual guaranteed payment. Currently, the<br />

majority <strong>of</strong> Hudson’s concessions provide for a minimum annual guaranteed amount that is either fixed, based<br />

upon the number <strong>of</strong> passengers using an airport or other travel channel, or based upon current budgets or past<br />

results. As a result, the Hudson Group’s pr<strong>of</strong>itability may be adversely affected where revenues decrease at<br />

concessions with a fixed minimum annual guaranteed amount without a corresponding decrease in concession<br />

fees payable.<br />

35


The Hudson Group’s selling expenses, such as concession fees, credit card commission and packaging, are<br />

variable in nature as they generally move in line with sales. In contrast, general and administrative expenses,<br />

such as repairs and maintenance, rent, general administration and marketing are fixed in the short term. In<br />

addition, personnel costs, which represent a significant expense, comprise fixed and variable components as<br />

bonuses are based upon the performance <strong>of</strong> the business.<br />

Seasonality<br />

Further, and irrespective <strong>of</strong> the prevailing economic climate, passenger flows and the Hudson Group’s sales<br />

are seasonal. In North America, the highest levels <strong>of</strong> sales and pr<strong>of</strong>its are during the months <strong>of</strong> June, July and<br />

August. In addition, certain seasonal events affecting sales, such as Easter, occur on different dates each year.<br />

As Hudson increases its working capital prior to these peak sales periods to carry higher inventory levels and<br />

increase its sales staff levels to meet anticipated demands, its results <strong>of</strong> operations would be affected negatively<br />

by any substantial decrease in sales during the traditional peak selling periods.<br />

Currency Fluctuations<br />

There is minimal fluctuations that will effect the financial results <strong>of</strong> Hudson Group. The majority <strong>of</strong><br />

locations are located in the United States with operations in 3 airports located in Canada.<br />

Depreciation and Amortization<br />

Hudson’s depreciation and amortization policies may also affect its pr<strong>of</strong>itability. The Hudson Group<br />

depreciates property, plant and equipment on a straight line basis over the life <strong>of</strong> the concession agreement with<br />

adjustments made for assets replaced or disposed <strong>of</strong>. Intangible assets with indefinite useful lives are tested for<br />

impairment annually either individually or at the cash-generating unit level and are also reviewed annually to<br />

determine whether indefinite life assessment continues to be supportable. If not, the change in useful life<br />

assessment from indefinite to finite is made on a prospective basis. Intangibles with indefinite useful lives are<br />

not amortized.<br />

Financial Result<br />

The Hudson Group’s pr<strong>of</strong>itability may be affected by the net amount <strong>of</strong> interest paid, interest earned,<br />

foreign exchange gains or losses from foreign exchange translation effects and gains or losses from the sale <strong>of</strong><br />

subsidiaries.<br />

Income Taxes<br />

Income taxes for the Joint Ventures are taxed at the partner level. Any pr<strong>of</strong>it or loss is passed through to<br />

the partner who pays the taxes on their respective returns. The Hudson corporate entities are taxed on their Joint<br />

Venture interest plus the wholly owned locations.<br />

Minorities<br />

Hudson’s business model places importance on the involvement <strong>of</strong> local partners in its concessions. While<br />

the Hudson Group benefits from the contribution that a local partner brings to the operation <strong>of</strong> a concession, the<br />

involvement <strong>of</strong> such partners in the ownership <strong>of</strong> Hudson’s operating subsidiaries reduces the net earnings <strong>of</strong><br />

the Hudson Group.<br />

Significant Accounting Estimates and Assumptions<br />

The preparation <strong>of</strong> the Group’s financial statements requires management to make judgments, estimates and<br />

assumptions that affect the reported amounts <strong>of</strong> revenues, expenses, assets and liabilities, and the disclosure <strong>of</strong><br />

contingent liabilities, at the reporting date. However, uncertainty about these assumptions and estimates could<br />

result in outcomes that could require a material adjustment to the carrying amount <strong>of</strong> the asset or liability in the<br />

future.<br />

Estimates and assumptions<br />

The key assumptions concerning the future and other key sources <strong>of</strong> estimation uncertainty at the balance<br />

sheet date, which may have a significant risk <strong>of</strong> causing a material adjustment to the carrying amounts <strong>of</strong> assets<br />

and liabilities within the next financial year, are discussed below.<br />

36


Brands and goodwill<br />

The Group tests brands and goodwill annually for impairment. The underlying calculation requires the use<br />

<strong>of</strong> estimates.<br />

Income taxes<br />

The Group is subject to income taxes in numerous jurisdictions. Significant judgment is required in<br />

determining the provision for income taxes. There are many transactions and calculations for which the ultimate<br />

tax assessment is uncertain. The Group recognizes liabilities for tax audit issues based on estimates <strong>of</strong> whether<br />

additional taxes will be payable. Where the final tax outcome is different from the amounts that were initially<br />

recorded, such differences will impact the income tax and deferred tax provisions in the period in which such<br />

assessment is made.<br />

Recent Developments<br />

As part <strong>of</strong> the Acquisition <strong>of</strong> Hudson by Dufry, the outstanding credit facilities pertaining to the purchase <strong>of</strong><br />

a significant stake in Hudson by Advent have been repaid. As <strong>of</strong> the date <strong>of</strong> this <strong>Listing</strong> Prospectus, the debt that<br />

will be on the books and records will be an intercompany loan to Hudson.<br />

Results <strong>of</strong> Operations<br />

Comparison <strong>of</strong> the twenty-six weeks ended June 29, 2008 and July 1, 2007<br />

Turnover. Hudson continued its growth trend for another consecutive half year. In the first half <strong>of</strong> 2008,<br />

turnover increased by US$ 14.2 million. Turnover in comparison to the first half <strong>of</strong> 2007 grew by 4.7 percent to<br />

US$ 319.7 million. In the same period, sales increased by US$ 13.3 million. Of this, organic growth accounted<br />

for 4.3 percent while new project contributed 0.1 percent to sales growth. Sales in comparison to the first half <strong>of</strong><br />

2007 grew by 4.4 percent to US$ 317.9 million. Using the same accounting policies as Dufry, Hudson’s<br />

turnover would have reached US$ 337.5 million in the first half <strong>of</strong> 2008 and US$ 326.8 million in the<br />

corresponding period 2007.<br />

Gross Pr<strong>of</strong>it. Gross pr<strong>of</strong>it reached US$ 185.0 million for the first half <strong>of</strong> 2008, an increase <strong>of</strong> approximately<br />

7 percent compared to US$ 172.6 million in the corresponding period <strong>of</strong> the previous year. The gross margin<br />

including advertising income for the six months ended June 30, 2008 was approximately 57.9 percent, compared<br />

to approximately 56.5 percent for the same period in 2007. Using the same accounting policies as Dufry,<br />

Hudson’s gross margin for the six months ended June 29, 2008, would have been 54.8 percent while<br />

52.8 percent for the same period <strong>of</strong> 2007.<br />

Selling, General and Administrative Expenses. Selling, General and Administrative Expenses increased by<br />

US$ 7.1 million compared to the first half <strong>of</strong> 2007, reaching US$ 83.8 million. To break this down, occupancy<br />

expenses reached US$ 59.9 million and amounted to 18.6 percent <strong>of</strong> turnover for the six months ended June 30,<br />

2008 compared to 18.4 for the same period in 2007. These expenses consist <strong>of</strong> concession and other periodic<br />

fees paid to airport authorities and other travel facility landlords in connection with the Hudson Group’s retail<br />

operations. General expenses for the six months ended June 30, 2008 represented 7.8 percent <strong>of</strong> turnover<br />

compared to 6.7 percent for the same period in 2007. In absolute terms, general expenses increased by 4.1<br />

million compared to the same period in 2007, or approximately 19.9 percent, and reached US$ 34.8 million.<br />

Payroll and Payroll-related Expenses. Payroll and payroll-related expenses, expressed as a percentage <strong>of</strong><br />

turnover, increased from 19.2 percent for the six months ended June 30, 2007 to 21.3 percent for the same<br />

period in 2008. In absolute terms, personnel expenses increased by approximately US$ 9.8 million for the six<br />

months ended June 30, 2008 compared to the same period in 2007, or approximately 16 percent. Part <strong>of</strong> the<br />

increase, approximately US$ 2.5 million is due to a change in timing <strong>of</strong> accruals for bonuses and other fringes.<br />

In the past, these accruals were adjusted in the last month <strong>of</strong> the year.<br />

EBITDA. EBITDA for the first half <strong>of</strong> 2008 decreased by 9.7 percent to US$ 32.5 million compared to US$<br />

36.0 million for the respective period <strong>of</strong> 2007. The Hudson Group’s EBITDA margin is affected this year by a<br />

change in accounting accruals (in particular by accruing more exactly on a quarterly basis) and one-time charges<br />

that related to the purchase <strong>of</strong> a significant stake in Hudson by Advent. Adjusted EBITDA for the effects<br />

described above would reach US$ 35.6 million as <strong>of</strong> June 29, 2008 (net <strong>of</strong> one-time charges related to the<br />

37


purchase by Advent) and US$ 32.3 million in the same period <strong>of</strong> 2007 (with equivalent accrual policy to 2008),<br />

representing an increase <strong>of</strong> 10.2 percent.<br />

Depreciation and Amortization Depreciation and amortization represented 4.6 percent <strong>of</strong> turnover for the<br />

six months ended June 30, 2008 compared to 4.5 percent for the same period in 2007. Depreciation remained<br />

almost stable and amounted to US$ 11.8 million, reflecting customary annual depreciation <strong>of</strong> property and<br />

equipment. Amortization remained almost stable and amounted to US$ 2.8 million in the first half 2008 from<br />

3.1 million in the respective period in 2007.<br />

EBIT. In the first six month <strong>of</strong> 2008, EBIT reached US$ 17.1 million compared to US$ 22.3 million in the<br />

respective period <strong>of</strong> 2007. Adjusted for one-<strong>of</strong>f effects, which include one-time expenses relating to the<br />

purchase <strong>of</strong> a significant stake in Hudson by Advent in March 2008 and a change in accounting accruals, EBIT<br />

would have reached US$ 20.2 million in 2008 and US$ 18.6 million in 2007.<br />

Taxes. The Hudson Group’s tax expense is based on the operating pr<strong>of</strong>it and net financial income and<br />

expenses <strong>of</strong> each subsidiary as taxed in its jurisdiction <strong>of</strong> operation. The taxable income <strong>of</strong> the many Joint<br />

Ventures are passed through to the partners <strong>of</strong> each Joint Venture, therefore the tax expense is minimal for the<br />

Joint Venture’s. The tax expense for the Hudson corporate entities is mainly for gross receipts and capital tax<br />

since the projection for taxable income for Hudson is a taxable loss.<br />

�et Earnings. The Hudson Group recorded a net pr<strong>of</strong>it after minorities <strong>of</strong> US$ 4.8 million for the six<br />

months ended June 30, 2008 compared to a net pr<strong>of</strong>it after minorities <strong>of</strong> US$ 17.2 million for the same period in<br />

2007. The decrease in net pr<strong>of</strong>it was largely due to increased interest expense on higher debt on the balance<br />

sheet as compared to 2007 and one-time expenses relating to the purchase by Advent in March 2008 and a<br />

change in accounting accruals as compared to 2007. Net earnings adjusted for these two effects described above<br />

would have reached US$ 7.8 million in 2008 and US$ 13.5 million in 2007.<br />

Comparison <strong>of</strong> business years ended December 30, 2007 and December 31, 2006<br />

Turnover. In 2007, turnover increased by 17.3 percent to US$ 629.9 million from US$ 536.8 million in<br />

2006. Sales reached US$ 628.3 million, which represents an increase <strong>of</strong> 17.2 percent versus the previous year.<br />

Organic growth accelerated by 13.7 percent was driven partially by passenger growth. New concessions and<br />

expansions contributed 4.0 percentage points. Using the same accounting policies as Dufry, Hudson's turnover<br />

would have reached US$ 665.9 million in 2007 and US$ 570.4 million in 2006.<br />

Gross Pr<strong>of</strong>it. In 2007, gross pr<strong>of</strong>it increased by 19.0 percent to US$ 365.4 million from US$ 307.1 million<br />

in 2006. Gross margin increased by 0.8 percentage points to 58.0 percent in 2007 from 57.2 percent in 2006.<br />

The improvement in gross margin reflects Hudson’s focus on a number <strong>of</strong> important factors ranging from<br />

changes in the product mix towards more pr<strong>of</strong>itable product categories and better negotiations and relations with<br />

its suppliers. Using the same accounting policies as Dufry, Hudson's gross margin in 2007 would have been<br />

54.9 percent while 53.8 percent in 2006.<br />

Selling, General and Administrative Expenses. Selling, General and Administrative Expenses increased by<br />

US$ 19.0 million compared to 2006, reaching US$ 159.6 million. To break this down, occupancy expenses<br />

reached US$ 114.6 million or 18.3 percent <strong>of</strong> turnover versus US$ 102.1 million or 19.1 percent in 2006. The<br />

decrease <strong>of</strong> the occupancy expenses as a percentage <strong>of</strong> turnover was primarily due to increased sales which<br />

decreased the minimum annual rent expense. The increase in occupancy expenses in absolute terms in 2007<br />

compared to 2006 <strong>of</strong> US$ 12.5 million was primarily due to higher concessions and rental fees due to increased<br />

sales at those locations. General expenses amounted to US$ 45.0 million in 2007 against US$ 39.5 million in<br />

2006. As a percentage <strong>of</strong> turnover, general expenses remained constant at 7.1 percent.<br />

Payroll and Payroll-related Expenses and Other Bonuses. In 2007, personnel expenses accounted for US$<br />

150.4 million compared to US$ 102.1 million in 2006 showing an increase <strong>of</strong> 47.3 percent. This increase is<br />

mainly due to acquisitions effects and new operations added to the Group and a one-time bonus accrual to<br />

executives in the amount <strong>of</strong> US$ 26.0 million. As <strong>of</strong> December 31, 2007, the number <strong>of</strong> employees (FTE’s)<br />

stood at approximately 4,132 compared to 3,830 at the end <strong>of</strong> 2006, an increase <strong>of</strong> 7.9 percent.<br />

EBITDA. In 2007, EBITDA decreased by 15.1 percent to US$ 51.2 million from US$ 60.3 million in 2006.<br />

EBITDA margin decreased by 3.1 percentage points to 8.1 percent from 11.2 percent in 2006. The margin<br />

decrease was mainly due to the one-time bonus <strong>of</strong> US$ 26 million and transactions fees <strong>of</strong> US$ 1.3 million<br />

relating to the purchase <strong>of</strong> a significant stake in Hudson by Advent. Without the above one-<strong>of</strong>f effects, and using<br />

38


the same accounting policies as Dufry, EBITDA margin would have been 11.8 percent in 2007 and 10.6 percent<br />

in 2006.<br />

Depreciation and Amortization. Depreciation and amortization amounted to 4.1 percent <strong>of</strong> turnover in 2007<br />

compared to 5.3 percent <strong>of</strong> turnover in 2006. Depreciation and amortization lowered to US$ 26.0 million in<br />

2007 compared to US$ 28.5 million in 2006. The decrease mainly stems from amortization charges which<br />

decreased to US$ 5.0 million in 2007 from US$ 8.3 million in 2006 and are due to the lease amortization <strong>of</strong> the<br />

WH Smith acquisition in 2003 starting to expire.<br />

EBIT. EBIT decreased by 27.6 percent and amounted to US$ 25.2 million in 2007 versus US$ 34.8 million<br />

in the previous year. The decrease is mainly due to the one-time bonus <strong>of</strong> US$ 26.0 million and other expenses<br />

relating the purchase by Advent in March 2008.<br />

�et Earnings. The Hudson Group recorded a net pr<strong>of</strong>it after minorities <strong>of</strong> US$ 15.8 million for the year<br />

ended December 30, 2007 compared to a net pr<strong>of</strong>it after minorities <strong>of</strong> US$ 25.4 million for the same period in<br />

2006.<br />

Liquidity and Capital Resources<br />

General<br />

Hudson’s principal source <strong>of</strong> liquidity has been and is expected to continue to be cash generated from<br />

operations together with its short- and long-term credit facilities. Its principal liquidity requirements have been<br />

for capital expenditures, in particular to finance the fitting out <strong>of</strong> new shops and the renovation <strong>of</strong> existing<br />

shops, as well as any upfront payments associated with new concessions, and working capital for inventories.<br />

Management aims to maintain the Hudson Group’s leverage at levels that will permit it to access the same levels<br />

<strong>of</strong> bank financing that it may access currently.<br />

Liquidity and capital resources<br />

As <strong>of</strong> December 30, 2007 Hudson’s debt position amounted to US$ 34.9 million compared to US$ 61.1<br />

million by the end <strong>of</strong> 2006. The strong cash generation within the Group allowed reducing debt. Equity<br />

increased to US$ 109.8 million as <strong>of</strong> December 30, 2007 from US$ 102.5 million at the end <strong>of</strong> the previous year<br />

before minority interest.<br />

As <strong>of</strong> 29 June 2008, net debt amounted to US$ 390.0 million compared to US$ 34.9 million at 30<br />

December, 2007. The increase is due to Hudson’s new credit facility as a result <strong>of</strong> Advent’s purchase <strong>of</strong> a<br />

significant stake in Hudson in March 2008.<br />

Cash Flows from Operating Activities<br />

Hudson’s cash generated from operations amounted to US$ 87.4 million for the year ended December 30,<br />

2007. In 2006, the Hudson Group’s cash generated from operating activities was US$ 63.5 million. The increase<br />

in 2007 was due primarily to increased sales and a significantly improved EBIT.<br />

For the six months ended June 29, 2008, Hudson’s cash generated from operations amounted to US$ 11.2<br />

million as compared to US$ 29 million in 2007. The decrease is mainly due to special bonuses to key executives<br />

for past services in 2007 paid in 2008 in the amount <strong>of</strong> US$ 26 million.<br />

Cash Flows from Investing Activities<br />

Capital expenditure is Hudson’s primary investing activity. This includes spending on the renovation and<br />

maintenance <strong>of</strong> existing shops and the fitting out <strong>of</strong> new shops which is depreciated over the life <strong>of</strong> the lease.<br />

When contemplating an investment in a new concession, Hudson focuses on pr<strong>of</strong>itable growth as its key<br />

investment criterion.<br />

The Hudson Group invested approximately US$ 34.2 million in 2007 and US$ 34.0 million in 2006 in<br />

tangible capital expenditure projects. For the six months ended June 30, 2008 the Hudson Group spent<br />

approximately US$ 18.3 million on property, plant and equipment for the refurbishment <strong>of</strong> existing shops and<br />

fitting out <strong>of</strong> new operations. Also in 2008, there is an intangible asset relating to the purchase <strong>of</strong> a significant<br />

stake in Hudson by Advent which is approximately US$ 681.9 million.<br />

39


Credit Facilities<br />

The Hudson Group has no loans outstanding apart from intercompany loans granted by Dufry as <strong>of</strong> the date<br />

<strong>of</strong> this <strong>Listing</strong> Prospectus. All credit facilities outstanding as <strong>of</strong> June 29, 2008 have been repaid.<br />

Contractual Obligations<br />

The Hudson Group is obliged to make minimum annual guaranteed concession payments under the<br />

majority <strong>of</strong> its concession agreements. Although some payments are fixed, the majority <strong>of</strong> the minimum annual<br />

guaranteed payments provided for in the Hudson Group’s concession agreements are dependent upon passenger<br />

numbers, sales or a combination <strong>of</strong> both and, as a result, cannot be determined by the Hudson Group in advance.<br />

In 2007, US$ 81.9 million <strong>of</strong> the Hudson Group’s US$ 12.4 million concession fees were attributable to<br />

concession agreements providing for a fixed minimum annual guaranteed amount.<br />

Changes in Accounting Policies<br />

The accounting policies adopted are consistent with those <strong>of</strong> the previous year. There have been no<br />

changes.<br />

The financial statements <strong>of</strong> the financial year 2006 were restated. Hudson determined that the account<br />

balances <strong>of</strong> accrued vacation, income tax, insurance accruals and the omission <strong>of</strong> a receivable were misstated<br />

due to incorrect estimates. Hudson has recorded prior period adjustments related to such determinations. This<br />

resulted in a decrease <strong>of</strong> equity <strong>of</strong> US$ 2.1 million.<br />

�o Material Change<br />

There has been no material change in the business or financial situation <strong>of</strong> the Hudson Group since June 30,<br />

2008, except as disclosed elsewhere in this <strong>Listing</strong> Prospectus.<br />

40


The Travel Retail Market<br />

I�DUSTRY OVERVIEW<br />

Travel retailing differs from traditional retailing in ways that have a significant impact on operations. The<br />

client base has a different buying behaviour compared to the high street and tends to be more affluent. From a<br />

logistics perspective, it is more demanding: the customer is at the shop only once, with no ability to come back<br />

in the event <strong>of</strong> lack <strong>of</strong> stock; furthermore, store locations have limited access (in secured areas). The market is<br />

characterised by captive customers, who generally have above average purchasing power and in most cases have<br />

the time to shop while travelling.<br />

In travel retail, customers have access to both duty-free and duty-paid shops, depending on their destination.<br />

In general terms, duty-free shops are <strong>of</strong>fering goods to travelers that are exempt from import duties, excise<br />

taxes and other taxes. Duty-free markets differ from domestic markets by <strong>of</strong>fering brands and high-quality<br />

products in a high-end environment at lower prices. Duty-free shops are located in airports, onboard aircrafts,<br />

ferries and cruise lines as well as at international land border crossings. In airports, there might be departure and<br />

arrival shops.<br />

Duty-free departure shops are located at the restricted departure area <strong>of</strong> international airports or seaports.<br />

Customers must be traveling internationally, leaving the country in order to have access to these shops. Purchases<br />

made in departure shops are not subject to quantity restrictions but they are subject to import restrictions in the<br />

country <strong>of</strong> destination. Import restrictions also apply to purchases made on board.<br />

Duty-free arrival shops are located at the restricted arrival area <strong>of</strong> international airports or seaports.<br />

Customers must be returning from international travel in order to have access to these shops. The growing<br />

demand <strong>of</strong> arrival shopping is being driven by stricter security measures in airport departure areas and<br />

passengers’ preference to carry fewer items on board.<br />

Duty-paid shops are focused on domestic passengers and are formatted as gift or convenience shops. All<br />

import duties apply to the products sold in these shops. They are located in both international and domestic<br />

airports and train stations and can be found airside (in the restricted areas <strong>of</strong> airports) but more typically located<br />

landside (in the public areas <strong>of</strong> airports).<br />

The worldwide duty-free and travel retail market, comprising sales through distribution channels principally<br />

aimed at travelers, such as shops in airports, ports and railway stations and sales on board aircrafts, ferries and<br />

cruise liners, recorded sales <strong>of</strong> approximately US$ 34 billion for the year ended December 31, 2007. The dutyfree<br />

and travel retail market grew approximately 17 percent in 2007 in local currencies, according to industry<br />

analyst Generation AB (on the basis <strong>of</strong> a translation <strong>of</strong> local currency sales into US dollars). In local currency<br />

terms, worldwide duty-free travel retail sales grew by 12 percent in 2007. Except where noted, the travel retail<br />

sales and growth numbers discussed in this <strong>Listing</strong> Prospectus are translated into US dollars and therefore<br />

significantly affected by changes in currency, particularly the weakening <strong>of</strong> the US dollar in recent years.<br />

The worldwide duty-free and travel retail market is fragmented and sales vary considerably among<br />

geographic regions. According to industry analyst Generation AB, Europe is the largest single regional market<br />

for travel retail services representing about 42 percent <strong>of</strong> global travel retail sales in 2007. In 2007, travel retail<br />

sales in Europe grew 18 percent. The second largest market is the region Middle East, Asia & Oceania, which<br />

accounted for 32.9 percent <strong>of</strong> travel retail sales in 2007, having grown 18.4 percent in 2007. The Americas<br />

represented 23.7 percent <strong>of</strong> travel retail sales in 2007, having grown 14.2 percent in 2007. Demand for travel<br />

retail services has also increased in Africa, although its share <strong>of</strong> the total market remains small at 1.3 percent <strong>of</strong><br />

travel retail sales in 2007.<br />

Organic sales growth in travel retailing is principally driven by passenger growth, pricing and productivity,<br />

which in turn is a continuation or penetration <strong>of</strong> the percentage <strong>of</strong> passengers that make a purchase at a travel<br />

retail shop, and average spend per transaction. The volume <strong>of</strong> travel retail sales bears a strong correlation to the<br />

volume <strong>of</strong> passenger traffic, and, accordingly, the travel retail market is highly sensitive to geopolitical and<br />

economic developments.<br />

41


The following chart shows the global duty-free and travel retail sales by region and its growth from 2003 to<br />

2007 and its estimated growth for the years 2008 to 2012.<br />

(US$m)<br />

60,000<br />

50,000<br />

40,000 40,000<br />

30,000<br />

20,000<br />

10,000<br />

0<br />

C<strong>AG</strong>R C<strong>AG</strong>R03-07 03-07 = = 13.5% 13.5%<br />

0.13%<br />

0.13%<br />

24%<br />

0.13%<br />

25%<br />

0.13%<br />

25%<br />

0.13%<br />

24%<br />

25%<br />

47%<br />

45% 43%<br />

5%<br />

42%<br />

6%<br />

43%<br />

6%<br />

28% 30% 27% 27% 27%<br />

2003 2004 2005 2006 2007 2008F 2009F 2010F 2011F 2012F<br />

Source: Generation AB.<br />

C<strong>AG</strong>R: Compound Annual Growth Rate.<br />

Asia Pacific Middle East Europe Americas Africa Forecast data<br />

42<br />

C<strong>AG</strong>R C<strong>AG</strong>R08-12 08-12 = = 9.3% 9.3%<br />

Accounting for 43 percent <strong>of</strong> global travel retail sales, Europe is the largest market worth over US$ 14<br />

billion. Growth in this region is driven by on-going low cost carrier development as well as strong economic<br />

growth in Eastern Europe where several countries (such as Poland, Czech Republic and Hungary) are reaping<br />

the benefits <strong>of</strong> a growing economy coupled with a liberalised air transport market. With regards to air traffic,<br />

Europe saw demand rise from 5.3 percent in 2006 to 6.0 percent in 2007, reflecting steady economic growth and<br />

expansion on long-haul routes to Asia and the Middle East.<br />

The Americas travel retail market, the third largest, is worth US$ 8 billion and commands a market share <strong>of</strong><br />

24 percent. This area demonstrated strong growth recently, with a compound annual growth rate from 2003 to<br />

2007 <strong>of</strong> 12 percent. Much improved duty free retail standards, the arrival <strong>of</strong> political stability in some countries<br />

(such as Brazil), the strength <strong>of</strong> local currencies against the weak US dollar and airports attaching higher priority<br />

to retail are the prime factors for growth in the region. North America recorded 5.5 percent growth in terms <strong>of</strong><br />

air traffic in 2007. This continues the growth <strong>of</strong> 5.7 percent recorded in 2006 as the region’s carriers transfer<br />

capacity to more lucrative international markets.<br />

Worth over US$ 9 billion, representing a 27 percent market share, the region Asia Pacific has recently<br />

surpassed the Americas as the second largest travel retail market. South Korea is the second largest country for<br />

travel retail (after the UK) and is alone worth US$ 2 billion. As average household incomes rise rapidly, air<br />

travel becomes more affordable and many believe this region will drive global travel growth over the next 25<br />

years, becoming the largest market by 2025.<br />

Africa and the Middle East are relatively small regions with a combined value <strong>of</strong> US$ 2 billion. However,<br />

the Middle East is expected to exhibit some <strong>of</strong> the strongest growth in the market, and it is considered that<br />

African countries with high tourist appeal have long term growth potential In terms <strong>of</strong> air traffic, carriers in the<br />

Middle East recorded 18.1 percent increase in passenger demand since 2006 continuing a four-year trend <strong>of</strong><br />

double digit growth. This was the highest among all regions, resulting from strong regional economies, the<br />

impact <strong>of</strong> oil wealth, expanded capacity and new routes. African carriers recorded above average growth <strong>of</strong> 8<br />

percent reflecting the strong economic growth and successful market liberalisation in parts <strong>of</strong> the continent.


The following table shows the total amount <strong>of</strong> worldwide duty-free and travel retail sales as well as the<br />

regional distribution <strong>of</strong> such sales from 2002 to 2007 based on sales translated from local currencies into US<br />

dollars.<br />

43<br />

For the year ended December 31,<br />

Region 2002 2003 2004 2005 2006 2007<br />

(in US$ millions)<br />

Europe ......................................... 8,820 9,604 11,199 11,407 12,115 14,299<br />

Americas ...................................... 4,951 5,010 5,954 6,676 7,056 8,056<br />

Africa ........................................... 247 262 322 352 380 457<br />

Middle East, Asia & Oceania ...... 5,982 5,624 7,525 8,565 9,449 11,188<br />

Total Worldwide Travel Retail .... 20,000 20,500 25,000 27,000 29,000 34,000<br />

Source: Generation AB.<br />

The following table shows the percentage <strong>of</strong> worldwide duty-free and travel retail sales from 2002 to 2007<br />

by region based on sales translated from local currencies into US dollars.<br />

For the year ended December 31,<br />

Region 2002 2003 2004 2005 2006 2007<br />

(in percent)<br />

Europe ......................................... 44.1 46.9 44.8 42.2 41.8 42.1<br />

Americas ...................................... 24.8 24.4 23.8 24.7 24.3 23.7<br />

Africa ........................................... 1.2 1.3 1.3 1.3 1.3 1.3<br />

Middle East, Asia & Oceania ...... 29.9 27.4 30.1 31.7 32.5 32.9<br />

Total Worldwide Travel Retail .... 100.0 100.0 100.0 100.0 100.0 100.0<br />

Source: Generation AB.<br />

The following diagram shows the percentage <strong>of</strong> global and travel retail sales expressed in US dollars by<br />

travel channel in 1997 and 2007.<br />

1997 2007<br />

Source: Generation AB.<br />

Airport Retailing<br />

General<br />

Airport retailing is a distinct sector <strong>of</strong> the travel retail market. According to industry analyst Generation AB,<br />

sales in the airport retail segment represented approximately 57 percent <strong>of</strong> the duty-free travel retail market in<br />

2007.<br />

According to analyst Verdict, global airport retailing, comprising the duty-free and the duty-paid sector, is a<br />

US$ 27.1 billion market in 2007 and the fastest growing channel in global retail aside from the Internet. Despite<br />

the economic slowdown, airport retailing should expand by 11.0 percent in 2008, with growth fastest in


emerging markets. The key driver <strong>of</strong> growth are increasing passenger numbers due to increased affluence,<br />

growing tourism, rapidly expanding airline networks and new routes (especially those <strong>of</strong> low cost carriers) and<br />

an increasing propensity for business travel as a result <strong>of</strong> globalization.<br />

The next five years will see continued growth in both mature and emerging markets. Global airport retailing<br />

is predicted to remain a high growth sector enjoying double digit growth in each year to 2012. The growth rate<br />

<strong>of</strong> 88.9 percent from 2002 to 2007 might be almost matched with a forecast growth rate <strong>of</strong> 72.9 percent over the<br />

period 2007 to 2012. The global airport retailing market will grow across all regions though there will be<br />

degrees <strong>of</strong> variation.<br />

The following table shows global airport retailing market size by region and worldwide from 2002 to 2007.<br />

44<br />

For the year ended December 31,<br />

Region 2002 2003 2004 2005 2006 2007<br />

(US$ million)<br />

Europe ................................................................<br />

5,977 6,700 7,925 8,878 10,021 11,024<br />

Americas ................................. 4,085 4,582 5,358 5,829 6,467 6,916<br />

Asia-Pacific ................................ 3,564 3,664 4,521 4,777 5,182 5,922<br />

Middle East & Africa ................................ 694 902 1,230 1,697 2,351 3,193<br />

Total ................................................................ 14,320 15,848 19,034 21,181 24,022 27,055<br />

Source: Verdict Research.<br />

The following table sets forth global airport retailing growth by region and worldwide from 2002 to 2007.<br />

For the year ended December 31,<br />

Region 2002 2003 2004 2005 2006 2007<br />

(Percent)<br />

Europe ................................................................ 7.0 12.1 18.3 12.0 12.9 10.0<br />

Americas ................................. -2.4 12.2 16.9 8.8 10.9 6.9<br />

Asia-Pacific ................................ 5.7 2.8 23.4 5.6 8.5 14.3<br />

Middle East & Africa ................................ 34.9 30.0 36.3 38.0 38.5 35.8<br />

Total ................................................................ 4.9 10.7 20.1 11.3 13.4 12.6<br />

Source: Verdict Research.<br />

The following table shows global airport retailing growth forecast from 2008 to 2012.<br />

2008 2009 2010 2011 2012<br />

Total ................................................................ 11.0 13.5<br />

(Percent)<br />

12.1 10.6 10.7<br />

Source: Verdict Research.<br />

Sales through duty-free specialists in airports reached US$ 20.2 billion in 2007. Duty-free specialist sales<br />

continue to underpin global airport retailing, with the proportion <strong>of</strong> duty-free to duty-paid remaining constant at<br />

around 3:1. However, global duty-paid specialists have also grown strongly with sales reaching US$ 6.9 billion<br />

in 2007.


The following table shows the global airport retailing market size <strong>of</strong> duty-free and duty-paid specialists<br />

from 2002 to 2007.<br />

45<br />

For the year ended December 31,<br />

2002 2003 2004 2005 2006 2007<br />

(US$ million)<br />

Duty-free specialists ................................ 10,586 11,615 14,135 15,652 17,738 20,180<br />

Duty-paid specialists ................................ 3,734 4,233 4,898 5,528 6,284 6,875<br />

Total ................................................................ 14,320 15,848 19,034 21,181 24,022 27,055<br />

Source: Verdict Research.<br />

Airport retailing differs from traditional, ‘High Street’ retailing in a number <strong>of</strong> important ways. Unlike the<br />

unrestricted access to potential customers that ‘High Street’ retailers enjoy, the airport retailer has a captive<br />

audience <strong>of</strong> potential customers for a temporary period while the customer is waiting to board an aircraft. In<br />

addition, while airport retailers may have a more limited inventory than ‘High Street’ retailers, it is generally<br />

made up <strong>of</strong> high-margin, luxury goods, unlike ‘High Street’ retailers that may carry lower margin products as<br />

part <strong>of</strong> its inventory.<br />

The travel retailer’s customers also differ from the traditional retailer’s customers. Although travelers’<br />

buying behavior could be negatively affected by stress caused by enhanced security checks and the need to<br />

reach a departure gate on time, increased security regimes also incentivize travelers to arrive well before the<br />

departure <strong>of</strong> their flights, which allows more time for shopping. Further, airport retail customers generally come<br />

from the more affluent sectors <strong>of</strong> the population who can afford to travel, and those consumers on holiday may<br />

feel less constrained and more willing to engage in impulse purchases.<br />

As described below under “—Trends,” airport retailing is being transformed by a significant increase in<br />

passenger numbers, the provision <strong>of</strong> additional retail space and a broader product range. The ability to <strong>of</strong>fer<br />

duty- or tax-free sales has traditionally been a feature <strong>of</strong> the travel retailer’s listings. In recent years, however,<br />

the travel retailers’ product range has become increasingly diversified and has focused on non-traditional<br />

product categories such as confectionary, accessories and electronics, which together account for an increased<br />

portion <strong>of</strong> airport retail sales.<br />

Trends<br />

Recent trends affecting the airport retailing sector include:<br />

Growth in passenger numbers: In the past decade, there has been a significant increase in both domestic and<br />

international air travel, due largely to improvements in, and greater accessibility <strong>of</strong>, air transport, as well as<br />

greater amounts <strong>of</strong> disposable income and the increased need for travel as a result <strong>of</strong> the internationalization <strong>of</strong><br />

many businesses and industries. In 2007, the total number <strong>of</strong> air travelers increased by 6.4 percent to nearly 4.8<br />

billion passengers, even though real worldwide gross domestic product only grew by 4.9 percent. Looking to the<br />

future, global passenger volumes are predicted to surpass the 5 billion mark by 2009, reaching 11 billion – or 30<br />

million passengers per day – by 2027, according to the Airports Council International, Global Traffic Forecast<br />

Report 2008 - 2027 prepared by the International Civil Aviation Organization. While over the next two years,<br />

passenger growth may slow worldwide, reflecting the current uncertainties in the world market, it is likely to<br />

pick up again in 2010. Medium and long-term confidence in growth remains strong within the airport industry.<br />

Over the next 20 years, world passenger volumes is, according to Airports Council International, expected to<br />

rise by 4.2 percent annually, mainly driven by international traffic growth (4.5 percent per annum). In spite <strong>of</strong><br />

the important domestic growth forecast for India and China, domestic markets are expected to grow only by 4.1<br />

percent per annum. With a volume <strong>of</strong> 6.2 billion passengers in 2027 domestic markets are expected to remain<br />

larger than international which will account for 4.7 billion travellers.


The following chart shows the annual passenger volume <strong>of</strong> the year 2005 and the passenger volume growth<br />

forecast up to 2015.<br />

Annual passengers (millions)<br />

8,000<br />

6,000<br />

4,000<br />

2,000<br />

0<br />

4,115<br />

4.9%<br />

4,317<br />

5.7%<br />

4,565 4,793 5,024<br />

4,565 4,793 5,024<br />

4,565 4,793 5,024<br />

46<br />

5.0%<br />

4.8%<br />

4.6%<br />

5,255<br />

6,408<br />

4.0%<br />

2005 2006F 2007F 2008F 2009F 2010F 2015F<br />

Pax Annual growth<br />

2006 2007 2008 2009 2010 2015<br />

Africa 7.8% 8.6% 7.5% 7.3% 7.0% 5.5%<br />

Asia/Pacific 8.5% 8.6% 7.9% 7.7% 6.8% 5.7%<br />

Europe 6.2% 5.4% 4.6% 4.2% 4.2% 3.6%<br />

Latin America/Caribbean 6.3% 6.8% 5.3% 4.9% 5.0% 4.5%<br />

Middle East 12.6% 7.0% 5.3% 4.9% 4.3% 4.1%<br />

North America 0.6% 3.7% 3.1% 3.1% 3.1% 2.9%<br />

World 4.9% 5.7% 5.0% 4.8% 4.6% 4.0%<br />

Source: Airports Council International, Global Traffic Forecast 2006-2025.<br />

Expanded and more sophisticated retail facilities: In recent years, increases in passenger numbers have led<br />

to the need to develop larger airport facilities. Airport authorities have also increasingly focused on the<br />

commercial potential <strong>of</strong> their assets in connection with privatizations and other methods <strong>of</strong> financing<br />

infrastructural developments. Besides, retailing is increasingly regarded as intrinsic to the success <strong>of</strong> an airport.<br />

Due to the ongoing privatization <strong>of</strong> airports and the increasing competition for airlines, retail is becoming a<br />

principal revenue generator for airports. In Europe, where the structure <strong>of</strong> the duty-free market in the European<br />

Union was altered on June 30, 1999 with the effect that the sale <strong>of</strong> duty-free products to those traveling between<br />

member states <strong>of</strong> the European Union was no longer possible, airport retailers were forced to develop new retail<br />

concepts to supplement the traditional duty-free retail approach. These developments have led to a more<br />

sophisticated approach to airport retailing resulting in the identification <strong>of</strong> new retailing opportunities and an<br />

overall increase in the amount <strong>of</strong> allocated retail space within airports.<br />

Changes in product mix: Traditionally, airport retail sales were dominated by products subject to high<br />

special taxes such as spirits and tobacco. Although sales <strong>of</strong> spirits and tobacco have remained stable in absolute<br />

terms, the significance <strong>of</strong> these categories as a proportion <strong>of</strong> total sales has declined worldwide. In contrast,<br />

sales <strong>of</strong> perfumes and cosmetics, confectionary and other fine foods, and other goods, such as electronics, have<br />

increased as a proportion <strong>of</strong> total sales. The category comprising jewelry, accessories, leather goods and other<br />

goods currently represents approximately one-third <strong>of</strong> worldwide travel retail sales and is expected to become<br />

even more important over the next decade.<br />

6%<br />

5%<br />

Annual growth rates<br />

4%<br />

3%<br />

2%<br />

1%<br />

0%


The following diagrams show the percentage <strong>of</strong> sales by product categories <strong>of</strong> global airport sales in 1995<br />

and 2007.<br />

1997 2007<br />

Source: Generation AB.<br />

Increasing spend per head: Over the past years, spend per head increased steadily according to industry<br />

analyst Verdict. Spend per head in Europe rose from US$ 7.00 in 2005 to US$ 7.80 in 2008 (estimated). In the<br />

Americas, spend per head rose in the same period from US$ 3.90 to US$ 4.80. Asia-Pacific spend per head was<br />

US$ 5.80 in 2005 and after a dip in 2006 and 2007 it recovered to US$ 5.00 in 2008 (estimated). The relative<br />

dip in Asia-Pacific spending, relative to passenger numbers is partly due to the relatively lower spend per head<br />

found in the emerging markets <strong>of</strong> India and China. The Middle East & Africa spend per head has typically been<br />

more than double the global average between 2005 and 2008 and is expected to continue rising, being<br />

US$ 13.30 in 2008 (estimated), relative to a global spend per head <strong>of</strong> US$ 6.40 (estimated).<br />

The Role <strong>of</strong> Airport Authorities<br />

The terms <strong>of</strong> an airport retailer’s operations, or ‘concessions’, are generally determined by agreement with<br />

the owner <strong>of</strong> the airport facility, typically the local airport authority. Concessions are generally awarded in a<br />

public tender process or pursuant to private negotiation. The airport authority generally determines the number<br />

and type <strong>of</strong> concessions to be granted and the terms <strong>of</strong> the concessions. The terms <strong>of</strong> individual concessions,<br />

however, may vary considerably from facility to facility.<br />

Concessions may be broken down by type <strong>of</strong> shop (for example, general duty-free shops selling wines and<br />

spirits, tobacco, perfumes and cosmetics or specialty shops selling specific types <strong>of</strong> goods) or by physical<br />

location (for example, a specific allocation <strong>of</strong> space within a terminal or rights to operate an entire terminal<br />

facility). The airport retailer may also obtain the right to allocate the retail space within the facility, or part<br />

there<strong>of</strong>, at its discretion. The duration <strong>of</strong> a concession agreement may vary considerably depending on the<br />

location and type <strong>of</strong> facility with the industry average being, in Management’s experience, approximately five<br />

years.<br />

An airport authority’s requirements will differ depending upon a number <strong>of</strong> factors. On the one hand,<br />

airport authorities in less developed markets <strong>of</strong>ten need to develop a retail operation from inception, and may<br />

wish to partner with an experienced travel retailer to develop its airport retail operations. Factors such as a<br />

retailer’s knowledge <strong>of</strong> designing all or a major part <strong>of</strong> the airport’s retail space and the retailer’s experience<br />

with suppliers are important in selecting a partner for the long-term development <strong>of</strong> the airport’s retail<br />

operations. On the other hand, in more mature, sophisticated markets, the airport authority may be more focused<br />

on pricing terms awarding concessions based largely on fees.<br />

In return for granting the retailer the right to operate its concession, the airport authority typically receives a<br />

fee based upon the number <strong>of</strong> passengers passing through the airport, the amount <strong>of</strong> sales at the concession, the<br />

floor area <strong>of</strong> the concession or a combination <strong>of</strong> these factors. Fees may also include a minimum annual<br />

guaranteed amount (M<strong>AG</strong>), requiring the retailer to make a payment to the airport authority irrespective <strong>of</strong><br />

passenger numbers or the revenues generated.<br />

47


Cruise Line and Ferry Retailing<br />

Travel retailers also operate on cruise lines and ferries. In 2007, sales on board cruise lines and ferries<br />

represented approximately 7 percent <strong>of</strong> the global duty-free travel retail market. This segment <strong>of</strong> the market<br />

represents the smallest channel, mainly due to the EU duty free sales abolition back in 1999. The majority <strong>of</strong> the<br />

sales take place in Europe, in Scandinavia, around the British Isles and in the Mediterranean.<br />

Downtown and Border Travel Retailing<br />

Downtown and border shops constitute the second largest sector <strong>of</strong> the duty-free travel retail market after<br />

airports, accounting for approximately 28 percent <strong>of</strong> global duty-free travel retail sales in 2007 according to<br />

industry analyst Generation AB, and experienced a 13% growth from 2006 to 2007. This segment also includes<br />

<strong>of</strong>f airport shops affiliated with airport shops, port shops, hotel shops, diplomatic and military stores, sales in<br />

low-tax markets and tax-free zones.<br />

Products such as jewelry, watches, accessories, leather goods and audio and electronics are the best selling<br />

products within the downtown and other shops sector. According to Generation AB, sales <strong>of</strong> these products<br />

accounted for 53 percent <strong>of</strong> sales in 2007. This reflects the importance <strong>of</strong> downtown tax-free and cruise line port<br />

shops. For border store operators, wine and spirits and tobacco tend to be the dominant product categories, as<br />

they are for the diplomatic stores and ship suppliers.<br />

According to Generation AB, the Americas, with its many border stores and Caribbean cruise line port<br />

shops, is the largest regional market, generating 53 percent <strong>of</strong> global sales in 2007. The Asia & Oceania region<br />

accounted for almost 34 percent <strong>of</strong> sales in 2007.<br />

Inflight Retailing<br />

Airlines engage in inflight retailing and in 2007, sales on board airlines represented approximately 8 percent<br />

<strong>of</strong> the worldwide duty-free travel retail market according to industry analyst Generation AB. The airline channel<br />

is only a small part <strong>of</strong> the market due to restrictions on product types, inventory, display capabilities and control<br />

over sales experience.<br />

Europe remains the largest regional market for inflight retail, accounting for well over half <strong>of</strong> global sales.<br />

Inflight sales in the Middle East, Asia & Oceania region represent approximately one-third <strong>of</strong> the sales in this<br />

sector. Perfumes and cosmetics perform best in inflight sales, representing 38 percent <strong>of</strong> sales in 2007 according<br />

to Generation AB. Wines and spirits, tobacco, confectionary and jewelry and watches also account for<br />

significant inflight retail sales.<br />

48


Overview<br />

BUSI�ESS<br />

Dufry is a leading global travel retailer with operations in 40 countries on four continents combining strong<br />

positions in emerging markets with prime operations in developed markets.<br />

The Dufry Group’s travel retail operations consist <strong>of</strong> a variety <strong>of</strong> retail concepts focusing on the specific<br />

needs <strong>of</strong> travelers, including:<br />

General travel retail outlets listing a wide range <strong>of</strong> products such as wines and spirits, tobacco,<br />

perfumes and cosmetics, confectionary and other foods, accessories and fashion items;<br />

Brand boutiques featuring products from internationally recognized brand names;<br />

Specialized shops listing a variety <strong>of</strong> different brands <strong>of</strong> a single type <strong>of</strong> product, such as electronics,<br />

jewelry or regional goods;<br />

Convenience stores <strong>of</strong>fering convenience products for travelers;<br />

Food and Beverage shops; and<br />

Theme shops <strong>of</strong>fering products relating to a special theme.<br />

Dufry’s outlets are located in a variety <strong>of</strong> travel retail settings. As <strong>of</strong> October 31, 2008 Dufry operated<br />

1,016 shops with a total sales area <strong>of</strong> approximately 137,540 square meters, including 822 shops in airports, 67<br />

shops operating on cruise lines, ferries and at seaports, 67 shops in railway stations and 60 shops at downtown<br />

tourist and other locations.<br />

Dufry traces its origins back to 1865, when the Weitnauer family opened its first tobacco shop in Basel,<br />

Switzerland. In 1948, Weitnauer became a duty-free distributor and four years later opened its first duty-free<br />

shop with direct sales to continental European customers at Le Bourget Airport in Paris. Subsequent tax free<br />

operations were launched at Basel-Mulhouse Airport in 1962 and at Linate Airport in Milan in 1979. In 2005,<br />

the Company changed its name and adopted the Dufry brand.<br />

In March 2004, a consortium <strong>of</strong> investors led by funds managed by private equity firm Advent International<br />

Corporation, acting through the Company, acquired a 75 percent interest in Dufry’s travel retail business.<br />

Ownership <strong>of</strong> Dufry’s vending machine business, Restomat, and its wholesale services business, Weitnauer<br />

Retail Services, was retained by Dufry’s former shareholders. In July 2005, the consortium acquired the<br />

remaining 25 percent <strong>of</strong> Dufry’s travel retail business.<br />

Following the consortium’s 2004 acquisition, a new chief executive <strong>of</strong>ficer was appointed, a new<br />

organizational structure put in place and the management team was supplemented by a number <strong>of</strong> new members.<br />

Dufry completed the disposal <strong>of</strong> certain underperforming and non-core assets.<br />

On December 6, 2005 Dufry became a public company and listed its shares on the SIX Swiss Exchange.<br />

At the end <strong>of</strong> March 2006, the Group acquired 80 percent ownership in Brasif Travel Retail and subsidiaries<br />

in Brazil as well as Eurotrade Ltd, in Cayman Islands. On December 16, 2006, Dufry launched the initial public<br />

<strong>of</strong>fering <strong>of</strong> its South American subsidiary DSA, a Bermudan company holding Dufry do Brasil Duty Free Shop<br />

(former Brasif Travel Retail) and Eurotrade Ltd, listing DSA’s shares on the Luxembourg Stock Exchange and<br />

issuing Brazilian Depositary Receipts listed on the São Paulo Stock Exchange (“BOVESPA”). Dufry still holds<br />

51 percent in DSA today.<br />

On December 17, 2006, the Group acquired 100 percent <strong>of</strong> the share capital <strong>of</strong> 8 Caribbean companies with<br />

23 shops in Puerto Rico and other Caribbean locations. On March 1, 2008, the Group acquired 51 percent <strong>of</strong> the<br />

voting shares <strong>of</strong> Dufry CE s.r.o, a privately owned company based in Prague, Czech Republic. This company<br />

currently operates seven duty-free shops at the airport <strong>of</strong> Prague.<br />

On October 14, 2008, Dufry Group acquired Hudson, the leading operator <strong>of</strong> duty-paid airport shops in<br />

North America. See “The Acquisition <strong>of</strong> Hudson Group Holdings, Inc.” As a result <strong>of</strong> the Acquisition, Hudson<br />

now is wholly owned by the Dufry Group and integrated in the Group structure, forming one <strong>of</strong> the six regions.<br />

49


Dufry is focused on growth, both through the enhancement and expansion <strong>of</strong> certain existing facilities and<br />

the entry into new concession agreements. In addition, the Dufry Group is continuing the simplification <strong>of</strong> its<br />

corporate structure and improvement <strong>of</strong> financial controls, and has also embarked on a project to standardize<br />

management controls and commercial relationships throughout its regional <strong>of</strong>fices.<br />

Dufry (excluding Hudson) generated revenue <strong>of</strong> CHF 1,930.3 million for the year ended December 31,<br />

2007 and CHF 934.8 million for the six months ended June 30, 2008. As <strong>of</strong> June 30, 2008, Dufry (excluding<br />

Hudson) had 7,180 employees (FTE’s).<br />

Hudson generated revenue <strong>of</strong> US$ 629.9 million for the year ended December 30, 2007 and US$ 317.9<br />

million for the six months ended June 29, 2008. As <strong>of</strong> June 30, 2008, Hudson had 4,408 employees (FTE’s).<br />

Competitive Strengths<br />

High-quality, diversified concession portfolio. Dufry has assembled a high-quality portfolio <strong>of</strong> travel retail<br />

concessions providing competitive advantages with, in Management’s view, relatively long contract terms,<br />

comparatively low concession fees and attractive locations, in some cases with exclusive rights to particular<br />

facilities or products. The portfolio includes operations at airports, seaports and railway stations as well as on<br />

cruise lines, in-flight, at downtown tourist locations and at border locations. For example, 39 percent <strong>of</strong> 2007<br />

sales <strong>of</strong> Dufry (excluding Hudson) were generated at concessions, the term <strong>of</strong> which is due to be between 6 and<br />

9 years, while 34 percent <strong>of</strong> 2007 sales were generated at concessions, the term <strong>of</strong> which is due to be greater<br />

than 9 years. In 2007, 39 percent <strong>of</strong> 2007 sales <strong>of</strong> Hudson were generated at concessions, the term <strong>of</strong> which is<br />

due to be between 6 and 9 years, while 14 percent <strong>of</strong> 2007 sales were generated at concessions, the term <strong>of</strong><br />

which is due to be greater than 9 years.<br />

The following charts show the net sales <strong>of</strong> 2007 by concession duration.<br />

Dufry (excluding Hudson) Hudson<br />

9+ years<br />

34%<br />

1-2 years<br />

10%<br />

6-9 years<br />

39%<br />

3-5 years<br />

17%<br />

50<br />

6-9 years<br />

35%<br />

9+ years<br />

14%<br />

1-2 years<br />

16%<br />

3-5 years<br />

35%<br />

Diverse operations. Dufry is a leading global travel retailer, with geographically diverse operations in 40<br />

countries across Europe, Africa, Eurasia, North America and the Caribbean and South America combining highgrowth<br />

emerging markets and prime operations in developed markets. The Dufry Group’s operations are further<br />

diversified by product (both duty-free and duty-paid), with no product category accounting for more than 25<br />

percent <strong>of</strong> its sales in 2007 and no single supplier accounting for more than 10 percent <strong>of</strong> purchases.<br />

Extensive operations provide benefits <strong>of</strong> scale. The Dufry Group operates 1,016 shops in 40 countries.<br />

Based on 2007 revenues, industry analyst Generation AB ranks Dufry (excluding Hudson) as one <strong>of</strong> the top five<br />

travel retailers in the world. As a result <strong>of</strong> the global reach <strong>of</strong> its operations, the Dufry Group has extensive<br />

relationships with suppliers and significant experience in tailoring retail listings to meet specific local market<br />

needs. Dufry believes that its experience in developing retail facilities in diverse markets and in bringing highquality<br />

suppliers to new outlets is a competitive advantage in obtaining new concessions.<br />

Well-developed reputation as a quality operator. Dufry is held in high regard in the travel retail sector as a<br />

result <strong>of</strong> its long-standing relationships with facility owners and suppliers. For example, the Dufry Group has<br />

operated travel retail facilities in Milan – Linate Airport since 1979 and in Tunisia since 1997. The stores <strong>of</strong><br />

Hudson continuously set the benchmark in news retail and quality specialty stores for the transportation industry<br />

throughout North America. They consistently rank the highest in customer satisfaction and produce the most


evenues in the industry. Management believes that the Dufry Group’s reputation as a trusted operator enhances<br />

its ability to secure concessions and to <strong>of</strong>fer premium, branded goods in its outlets worldwide.<br />

Experienced management team and multinational workforce. Dufry’s executive management team has a<br />

combined 165 years <strong>of</strong> experience in the travel retail sector, backed by a principal shareholder with significant<br />

industry knowledge. In addition, the Dufry Group’s approximately 11,590 strong workforce includes over 50<br />

nationalities, providing Dufry with excellent local knowledge at all <strong>of</strong> its retail locations.<br />

Business Strategy<br />

Combine global reach with extensive local market knowledge. Dufry aims to use the global reach <strong>of</strong> its<br />

operations as both a means to diversify, and thus optimize, its risk pr<strong>of</strong>ile while also increasing its know-how<br />

and experience in global travel retail operations. Combining the benefits <strong>of</strong> its global reach and local market<br />

knowledge with its standardized, central management approach, Dufry aims to deliver a concession portfolio<br />

and product listing that is attuned to the needs <strong>of</strong> both the global travel retail market and the specific needs <strong>of</strong> its<br />

constituent local markets thereby providing a platform for the Dufry Group’s continued growth.<br />

Operate as a ‘true’ retailer focused on customer needs. Dufry focuses on the specific needs <strong>of</strong> travelers to<br />

best serve two customer constituencies: the operators <strong>of</strong> airports and other travel facilities, and the travelers<br />

using those facilities. The Company operates a ‘true retail’ model, managing operations directly and staffing all<br />

<strong>of</strong> its shops with Dufry employees. Dufry’s marketing, promoting and advertising <strong>of</strong> its products is similar to<br />

traditional ‘High Street’ retailers. Dufry aims to use its direct and in-depth understanding <strong>of</strong> its customers to<br />

increase passenger expenditures and improve pr<strong>of</strong>itability by using factors such as location, product mix, pricing<br />

strategy and service, always taking into account the changing needs <strong>of</strong> its customers in the particular geographic<br />

area. For example, airport store layouts were refined by adding "walk-through" designs and store-in-store<br />

sections. In addition, the Dufry Group is implementing a number <strong>of</strong> initiatives to enhance customer confidence<br />

and satisfaction, including loyalty programs and product guarantees.<br />

Position Dufry as preferred partner for long-term business relationships. Dufry seeks to structure its<br />

relationships with facility owners as long-term partnerships. In the partnership model, Dufry may provide<br />

expertise in the development <strong>of</strong> all or a significant part <strong>of</strong> the amenities <strong>of</strong>fered at a facility, or may <strong>of</strong>fer the<br />

facility owner an equity stake in the retail operation, depending upon the situation. Dufry’s goal is to <strong>of</strong>fer the<br />

airport authority or the landlord a comprehensive package including a series <strong>of</strong> alternative business plans that<br />

allows it to maximize revenues with total confidence in its business partner. This approach is designed to create<br />

incentives for better long-term development <strong>of</strong> the facility, thereby resulting in longer concession terms for<br />

Dufry as well as a partner with whom it may share risk.<br />

Enhance central functions to improve pr<strong>of</strong>itability. The Company is in the process <strong>of</strong> implementing<br />

improved centralized procurement and logistics functions and an integrated IT platform. Following its<br />

implementation, Dufry aims to capitalize on the synergies created by the standardization <strong>of</strong> processes among its<br />

operations, take better advantage <strong>of</strong> economies <strong>of</strong> scale by improving its purchasing power thereby improving<br />

its margins and reduce the Dufry Group’s reaction time as a result <strong>of</strong> improved central monitoring <strong>of</strong> operations.<br />

Focus on pr<strong>of</strong>itable growth. Management believes that the travel retail sector provides opportunities for<br />

expansion <strong>of</strong> Dufry’s business and the Dufry Group plans to build on the foundation provided by its global<br />

reach, its focus on customer needs, its emphasis on partnership and its enhancement <strong>of</strong> centralized functions to<br />

pursue pr<strong>of</strong>itable growth. In essence, Management believes that those factors that create growth will also sustain<br />

growth. To implement this strategy, the Dufry intends to continue its policy <strong>of</strong> enhancing and expanding certain<br />

existing facilities while seeking new concessions through tender or private negotiation or through acquisition<br />

opportunities that may arise from industry consolidation, including increasing the Dufry Group’s holding in<br />

certain non-wholly owned operating subsidiaries. Dufry’s intention is to obtain new concessions that meet<br />

minimum financial thresholds, provide long concessions terms and cover attractive locations while also allow<br />

Dufry to control its costs. In addition, the Company continues to expand the range <strong>of</strong> products <strong>of</strong>fered to its<br />

customers, particularly by providing a wider range <strong>of</strong> luxury brands. Particularly, Dufry is expanding into the<br />

key product areas which demonstrate higher growth and margin potential such as perfumes, cosmetics, jewelry,<br />

watches and foods. As part <strong>of</strong> this strategy, Dufry is reinforcing merchandising and marketing efforts to<br />

introduce leading edge retail concept and shift from price-led to quality and service-led marketing.<br />

51


Operations<br />

Dufry’s Retail Concepts<br />

General<br />

Dufry’s retail activities reach across all areas <strong>of</strong> the travel retail market with operations at airports, on board<br />

airlines, cruise lines and at seaports, railway stations, downtown tourist locations and border crossings.<br />

Developed in collaboration with airport authorities and other landlords, Dufry’s shops are designed to meet the<br />

unique requirements <strong>of</strong> the traveler.<br />

The following table shows the distribution <strong>of</strong> Dufry’s shops by sales channel at June 30, 2008 as well as the<br />

net sales by sales channel in the years 2006 and 2007 as well as for the six-month period ended June 30, 2008:<br />

Sales channel �umber <strong>of</strong> Shops �et sales<br />

For the six months<br />

ended June 30, For the year ended December 31,<br />

2008 2007<br />

(in percent)<br />

2006<br />

Airport ................................................................323 82 80 77<br />

Cruise lines, ferries and seaports ................................ 67 8 8 8<br />

Downtown, hotels and resorts ................................ 60 6 7 9<br />

Railway stations and other ................................ 16 4 5 6<br />

Total ................................................................ 466 100 100 100<br />

The following table shows the distribution <strong>of</strong> Hudson’s shops by sales channel at June 30, 2008 as well as<br />

the net sales by sales channel in the years 2006 and 2007 as well as for the six-month period ended June 30,<br />

2008:<br />

Sales channel �umber <strong>of</strong> Shops �et sales<br />

52<br />

For the twenty-six<br />

weeks ended June 29,<br />

For the fifty-two weeks ended<br />

December 30 / 31,<br />

2008 2007<br />

(in percent)<br />

2006<br />

Airport ................................................................ 499 92.1 92.3 91.5<br />

Railway stations and other ................................51 7.9 7.7 8.5<br />

Total ................................................................ 550 100 100 100<br />

Dufry operates a number <strong>of</strong> retail concepts across all locations, including:<br />

General Travel Retail: listing a wide range <strong>of</strong> traditional travel retail products on display, including<br />

perfumes and cosmetics, wines and spirits, tobacco, food, jewelry and watches, accessories and<br />

frequently listing goods to international travelers on a duty-free or duty-paid basis. These shops provide<br />

Dufry’s customers the possibility <strong>of</strong> a one-stop shopping and are attractive alike to travelers that want<br />

to discover the <strong>of</strong>fering as well as customers that are looking for specific products. Dufry’s latest<br />

innovation in this segment is the so called walk-through shop, which is designed in such a way that the<br />

entire passenger flow is directed through the shop. This allows the travelers to explore the <strong>of</strong>fering<br />

without needing to deviate from their way to the gate.<br />

Brand Boutiques: listing a broad range <strong>of</strong> products from a single well known, global brand in each<br />

shop, as Dolce & Gabbana, Emporio Armani, Etro, Ferragamo, Hermès, Hugo Boss and Zegna. These<br />

boutiques are fully operated by Dufry staff. They mirror the high street boutiques <strong>of</strong> the respective<br />

brands and are interesting for customers and suppliers alike: Customers can use their dwelling time to<br />

shop for their favourite brands and suppliers get a highly visible showcase to display their products.<br />

Typically, the brand owner grants Dufry exclusive rights to market the branded products within a<br />

specific concession area.<br />

Specialized Shops: listing a variety <strong>of</strong> different brands <strong>of</strong> one specific product category, such as jewelry<br />

and watches, travel and other accessories, sunglasses, chocolate, for example the Casa del Habano


Cigar Shop at Monterrey International Airport in Mexico which <strong>of</strong>fers major brands <strong>of</strong> cigars from the<br />

key cigar producing countries, the Tequila Shop at Mexico City’s Benito Juárez Airport, which <strong>of</strong>fers a<br />

range <strong>of</strong> over 72 different brands <strong>of</strong> tequila, ‘Colombian Emeralds’, one <strong>of</strong> the largest jewelers in the<br />

global travel retail market operating mainly in the Caribbean and ‘Sweet Treats’, Dufry’s chocolate<br />

store concept at Singapore’s Changi Airport, the Kitchen stores in North America, which <strong>of</strong>fer regional<br />

food and food related items or the ‘$10/$15 boutique’ store concept in North America, <strong>of</strong>fering<br />

extravagant looking and fashion accessories at value prices. These shops are highly attractive to<br />

customers who are looking for a specific product and want to have the choice <strong>of</strong> different brands.<br />

Besides, Hudson operates the ‘Hudson News’ stores. These shops <strong>of</strong>fer a widest selection <strong>of</strong> magazines<br />

<strong>of</strong> up to 1,000 titles per shop on a duty-paid only basis, apart from convenience products. The ‘Hudson<br />

Booksellers’ stores <strong>of</strong>fer a broad representation <strong>of</strong> bestsellers and new releases as well as a large<br />

selection <strong>of</strong> hard cover, paperback, trade and children’s books. These shops are operated as stand-alone<br />

shops, in combination with each other or together with an ‘Euro Café’.<br />

Theme Shops: With the acquisition <strong>of</strong> Hudson, Dufry expanded its retail concept by theme stores. The<br />

shops list, on a duty-paid basis, a broad product range relating to a special theme and not to a specific<br />

product category. ‘Kids Works’ shops <strong>of</strong>fer a wide selection <strong>of</strong> toys, dolls, games, books and apparel<br />

for children. The ‘Christmas in’ stores are year-round holiday shops that feature Christmas ornaments<br />

and related items designed to represent local icons and regional themes. ‘Discover’ theme shops<br />

showcase local gifts and artwork in beautiful stores designed to reflect the local indigenous market.<br />

Dufry operates all <strong>of</strong> its retail outlets directly and is responsible for ownership and management <strong>of</strong><br />

inventory and employees within each shop. Within its general travel retail shops, Dufry allocates space to<br />

different products and suppliers in order to optimize sales. Space allocation as well as general layout decisions<br />

also reflect allocation <strong>of</strong> promotional opportunities to certain products or brands under the terms <strong>of</strong> a supply or<br />

other agreement with a supplier or manufacturer. Dufry also operates its brand boutiques and specialty shops<br />

directly, although the brand owner or supplier may assume financial responsibility for certain shop fittings as<br />

part <strong>of</strong> its agreement with the Dufry Group.<br />

Airport Shops<br />

Each <strong>of</strong> Dufry’s principal airport concessions includes at least one general travel retail shop or one<br />

convenience store. Depending on the nature <strong>of</strong> the specific concession, Dufry may also operate one or more<br />

brand boutiques or specialty stores at the same location.<br />

The Company primarily operates its duty-free and duty-paid shops as well as its warehouses and publicity<br />

spaces through concession agreements with the relevant airport facilities. The amounts payable generally<br />

include a fixed monthly payment and a variable component which is calculated based upon the gross revenues<br />

<strong>of</strong> the shops, subject to a minimum guaranteed amount. Dufry’s contracts generally reflect relatively low fees<br />

and long concession terms.<br />

As part <strong>of</strong> operating a concession, Dufry may also provide development services to airport authorities<br />

whereby it assists in the selection <strong>of</strong> the product mix, advises on allocation <strong>of</strong> space within the facility or<br />

designs an entire commercial area. For example, Dufry designed the entire commercial area <strong>of</strong> its new shopping<br />

center at Mexico City’s Benito Juárez Airport, including the manner in which passenger traffic will flow.<br />

Cruise Line, Ferries and Seaport Shops<br />

The Dufry Group operates shops on the cruise ships <strong>of</strong> Norwegian Cruise Line (“NCL”) and MSC Cruises<br />

(“MSC”) as well as on ferries in the Aegean Sea. Dufry also operates shops at terminals <strong>of</strong> major cruise lines at<br />

destinations such as Grand Turk Island, Bridgetown, in Barbados and Cozumel, in Mexico. Dufry’s cruise<br />

terminal and cruise line shops <strong>of</strong>fer a full range <strong>of</strong> traditional duty-free products as well as brand boutiques and<br />

specialized shops that are similar to its airport shops, such as the Colombian Emeralds jewelry shops on the<br />

NCL vessels.<br />

The NCL and MSC ships have routes in the Caribbean, the Mexican Riviera, South America, Bermuda,<br />

Hawaii and Europe. The cruise ship operations span a broad spectrum <strong>of</strong> sizes and scopes with various<br />

passenger capacities crew sizes and retail spaces, and the retail opportunities on the ships vary significantly.<br />

Although Americans constitute the majority <strong>of</strong> passengers, the ships also carry Canadian, British and European<br />

53


passengers. Accordingly, Dufry maintains a commercial strategy that is flexible enough to account for varied<br />

customer types in order to maximize its business potential.<br />

Railway Station, Downtown Tourist Location, Border Shops and Inflight Retailing<br />

Dufry’s operations at railway stations and at downtown tourist locations involve both specialized shops,<br />

such as the Itineris news and book shops at Milan’s central railway station or the Hudson News stores in New<br />

York Grand Central Station and Penn Station and Washington Union Station, and general travel retail<br />

operations. The downtown tourist shops are located on the Caribbean cruise line circuit and in prime downtown<br />

areas such as São Paulo or Rio de Janeiro.<br />

The Dufry Group also operates border shops, such as those located at borders in Mexico and Nicaragua<br />

which focus on sales <strong>of</strong> traditional duty-free products such as spirits and tobacco products.<br />

In addition, Dufry operates in-flight retailing on airlines, assists them in the selection and supply <strong>of</strong><br />

products and trains the airlines’ cabin crews.<br />

Dufry’s Range <strong>of</strong> Products<br />

Dufry’s travel retail shops <strong>of</strong>fer a wide range <strong>of</strong> products, from traditional duty-free products such as spirits<br />

and tobacco, to perfumes and cosmetics, confectionary and other foods and other luxury goods <strong>of</strong>fered on a<br />

duty- or tax-free or duty-or tax-paid basis.<br />

In the year 2007, the duty-free sales accounted for 85 percent <strong>of</strong> the net sales <strong>of</strong> Dufry (excluding Hudson),<br />

while the duty-paid sales represented 15 percent. On a pro forma basis <strong>of</strong> the combined entity <strong>of</strong> Dufry and<br />

Hudson, the duty-free sales accounted for 64 percent and the duty-paid sales for 36 percent.<br />

The product mix in any specific shop or location is tailor-made for that region or shop, as determined by<br />

customer buying behavior. There is therefore an important link between, on the one hand, the product<br />

assortment and the form <strong>of</strong> retail concept employed by the Dufry Group in any given location and, on the other<br />

hand, the pr<strong>of</strong>ile <strong>of</strong> the travelers at that location.<br />

Hudson primarily <strong>of</strong>fers traditional newsstand items such as newspapers, magazines, books, confection,<br />

snacks and beverage, to health and beauty care, souvenirs, apparel, small electronics, phone cards, film and<br />

batteries as well as other core convenience items necessary for the traveling public.<br />

The following tables show the percentage distribution <strong>of</strong> Dufry’s (excluding Hudson) and Hudson’s net<br />

sales by product category from 2005 to 2007 as well as for the six-month period ended June 30, 2008<br />

respectively June 29, 2008.<br />

For the six<br />

months ended<br />

June 30,<br />

(unaudited) For the year ended December 31,<br />

2008 2007 2006 2005<br />

Dufry (excluding Hudson) (in percent)<br />

Perfumes & Cosmetics ................................................................27 27 25 22<br />

Wines and Spirits ................................................................ 18 18 17 17<br />

Watches, Jewelry and Accessories ................................. 16 16 16 14<br />

Confectionary and Foods ................................................................ 11 11 11 12<br />

Tobacco goods ................................................................ 10 10 11 14<br />

Electronics ................................................................................................ 6 6 7 7<br />

Fashion, Leather and Baggage ................................................................ 6 6 5 5<br />

Literature and Publications ................................................................ 3 3 4 5<br />

Toys, Souvenirs and other goods ................................................................ 3 3 4 4<br />

Total ................................................................................................ 100 100 100 100<br />

54


For the twenty-six<br />

weeks ended June<br />

29, (unaudited) For the fifty-two weeks ended December 30 / 31,<br />

2008 2007 2006 2005<br />

Hudson (in percent)<br />

Media ................................................................................................ 40 42 44 46<br />

Candy & Snacks ................................................................ 18 17 17 16<br />

Food & Beverage ................................................................ 11 10 8 7<br />

Souvenirs & Gifts ................................................................ 9 10 10 10<br />

Apparel ................................................................................................ 7 8 7 7<br />

Sundries and other goods ................................................................ 14 11 12 11<br />

Tobacco ................................................................................................ 1 2 2 3<br />

Total ................................................................................................ 100 100 100 100<br />

The following tables show the distribution <strong>of</strong> Dufry’s (excluding Hudson) and Hudson’s net sales by<br />

product category in the years 2005, 2006 and 2007 as well as for the six-month period ended June 30, 2008<br />

respectively June 29, 2008.<br />

55<br />

For the six<br />

months ended<br />

June 30,<br />

(unaudited)<br />

For the year ended<br />

December 31,<br />

2008 2007 2006 2005<br />

Dufry (excluding Hudson)<br />

(CHF in millions)<br />

Perfumes & Cosmetics ................................................................ 249.3 516.3 346.9 203.9<br />

Wines and Spirits ................................................................ 160.1 335.5 234.6 154.7<br />

Watches, Jewelry and Accessories ................................. 147.1 305.1 224.2 129.6<br />

Confectionary and Foods ................................................................ 102.8 208.4 160.7 114.9<br />

Tobacco goods ................................................................ 90.6 185.6 147.8 130.2<br />

Electronics ................................................................................................ 54.0 107.5 104.5 60.7<br />

Fashion, Leather and Baggage ................................................................ 55.2 107.5 77.0 46.2<br />

Literature and Publications ................................................................ 28.5 60.0 53.6 47.9<br />

Toys, Souvenirs and other goods ................................................................ 23.9 59.7 54.6 44.7<br />

Total ................................................................................................ 911.5 1,885.4 1,403.8 932.9<br />

For the twenty-six<br />

weeks ended June<br />

29, (unaudited) For the fifty-two weeks ended December 30 / 31,<br />

2008 2007 2006 2005<br />

Hudson<br />

(US$ in millions)<br />

Media ................................................................................................ 127.7 261.8 234.6 223.0<br />

Candy & Snacks ................................................................ 57.8 107.1 89.6 76.5<br />

Food & Beverage ................................................................ 34.6 63.6 43.5 36.3<br />

Souvenirs & Gifts ................................................................ 28.9 60.1 53.9 50.3<br />

Apparel ................................................................................................ 23.0 50.0 38.8 33.5<br />

Sundries and other goods ................................................................ 41.1 75.5 63.9 56.0<br />

Tobacco ................................................................................................ 4.8 10.2 11.6 12.8<br />

Total ................................................................................................ 317.9 628.3 535.9 488.4


The following chart shows the pro forma distribution <strong>of</strong> Dufry’s and Hudson’s net sales <strong>of</strong> 2007 by<br />

products category on a combined basis.<br />

Tobacco goods<br />

8%<br />

Electronics<br />

4%<br />

Fashion<br />

6%<br />

Other<br />

8%<br />

Watches and<br />

jew ellery<br />

12%<br />

Literature and<br />

publications<br />

13%<br />

56<br />

Perfumes and<br />

cosmetics<br />

21%<br />

Food<br />

15%<br />

Wine and spirits<br />

13%<br />

Dufry purchases its products from over 1,000 suppliers around the world with 70 percent <strong>of</strong> its sales<br />

generated by products sourced from 100 suppliers. Within each principal product category Dufry maintains key<br />

relationships with major international suppliers. The following table sets out details <strong>of</strong> the top five suppliers <strong>of</strong><br />

Dufry (excluding Hudson) in each product category in 2007.<br />

Product Category Top Five Suppliers<br />

Perfume and Cosmetics Produits Luxe International<br />

Estee Lauder Travel Retailing<br />

Procter & Gamble (Prestige Beauté)<br />

Dior Christian Parfums<br />

Coty Prestige<br />

Wines and Spirits Diageo<br />

Pernod Ricard World Trade<br />

LVMH Moet-Hennessy<br />

Maxxium Group<br />

Bacardi Martini<br />

Tobacco goods Phillip Morris<br />

BAT, British American Tobacco<br />

Japan Tobacco International<br />

Imperial Tobacco / Reemtsma<br />

Habanos / Cubatabacos ( Altadis)<br />

Watches, Jewelry and<br />

Accessories<br />

Confectionary and<br />

Foods<br />

Luxottica<br />

Safilo Group<br />

Swatch Group<br />

Tag Heuer SA<br />

Cartier International<br />

Lindt & Sprüngli<br />

Kraft Foods<br />

Nestlé<br />

Mars / Masterfoods<br />

Ferrarini<br />

Electronics Apple<br />

Olympus Optical<br />

Sony<br />

Matsushita Electric Co. Ltd<br />

Canon Inc


Product Category Top Five Suppliers<br />

Fashion, Leather and<br />

Baggage<br />

Toys, Souvenirs and<br />

other goods<br />

Gap International B.V.<br />

Boss Hugo <strong>AG</strong><br />

Ermenegildo Zegna<br />

Salvatore Ferragamo<br />

Tumi<br />

Terner Bijoux<br />

Artisans dangkor<br />

Giochi Preziosi<br />

Russ Berrie<br />

Hasbro Inc<br />

The following table sets out details <strong>of</strong> the top five suppliers <strong>of</strong> Hudson in each product category in 2007.<br />

Product Category Top Five Suppliers<br />

Media Anderson News<br />

Hudson News Company<br />

Source Interlink<br />

News Group<br />

Bookazine<br />

Candy & Snacks Core Mark<br />

Resnick<br />

Snak Club<br />

Eby Brown<br />

Godiva<br />

Food & Beverage Coca Cola<br />

US Food Services<br />

Food Service <strong>of</strong> America<br />

Alki Bakery<br />

Beaverton Bakery<br />

Souvenirs & Gifts City Merchandise<br />

Kapan Kent<br />

Smith Western<br />

City Concepts<br />

Landmark Graphics<br />

Apparel Life is Good<br />

Polar Graphics<br />

Kings Wear<br />

Perrin<br />

Landmark Graphics<br />

Sundries & Other SNI / Drugstore Direct<br />

Coremark<br />

Resnick<br />

Wolf Manufacturing<br />

UV Sales<br />

Tobacco Resnick<br />

Coremark<br />

Auburn Merchandise<br />

Eby Brown<br />

Imperial Tobacco<br />

57


No supplier in any product category, apart from Philip Morris in tobacco goods and Diageo in wines and<br />

spirits, is responsible for over 25 percent <strong>of</strong> purchases in that category and no supplier is responsible for over 10<br />

percent <strong>of</strong> the Dufry Group’s total purchases.<br />

Dufry’s Marketing Strategy<br />

Dufry’s marketing strategy, which is coordinated centrally, involves initiatives to attract customer interest<br />

in its shops and products by enhancing the customer’s overall shopping experience. These initiatives as well as<br />

the overall appearance <strong>of</strong> the shop (ranging from general signage, display and leaflets to price tags and receipt<br />

format) are standardized globally to create awareness <strong>of</strong> Dufry and to leverage its marketing activities. The<br />

marketing strategy involves:<br />

"True retailer" marketing. The Dufry Group operates as a true retailer, which means that the operations<br />

are managed directly and all shops are staffed with own employees, and that Dufry focuses on<br />

marketing, promoting and advertising its products in a similar manner as traditional "High Street"<br />

retailers. Dufry’s focus is on its customers’ changing needs based on market and fashion trends in the<br />

particular geographic areas in which the shops are located. The Company leverages shop location,<br />

refining product mix and pricing strategies, enhancing customer service and continuing to develop<br />

innovative marketing concepts.<br />

Store design and shopping experience. Dufry develops the design and layout <strong>of</strong> its shops in order to<br />

maximize visual appeal and ensure that the fastest selling items are prominently displayed. The<br />

majority <strong>of</strong> Dufry’s airport shops has open facades and is designed to accommodate the flow and needs<br />

<strong>of</strong> the customers. This means that the shops are designed to allow for the efficient flow <strong>of</strong> customers,<br />

organized according to shopping pr<strong>of</strong>iles and constantly changing to meet the changing preferences <strong>of</strong><br />

the customers. Dufry also began using the "store-in-store" and "walkthrough" concepts to ensure that<br />

products are in the direct view <strong>of</strong> passing customers.<br />

Promotions. The Dufry Group’s key marketing tool is its use <strong>of</strong> promotions. Its global end-<strong>of</strong>-year<br />

promotions, for example, target the Christmas sales market, while regional promotions target customers<br />

with specific merchandise for a specific local celebration, such as Easter in Europe or Halloween in the<br />

Americas. The goal <strong>of</strong> these promotions is to increase sales volumes by increasing market penetration,<br />

triggering impulse purchases and providing a richer shopping experience for Dufry’s customers while<br />

also allowing suppliers to showcase their products with greater visibility. The formats <strong>of</strong> the Dufry<br />

Group’s promotions are ever changing and include contests, tastings, gifts and price reductions.<br />

Advertising and Merchandising. Advertising and merchandising are important aspects <strong>of</strong> both the<br />

Dufry Group’s marketing strategy and its relationship with its major suppliers. Dufry seeks to<br />

maximize its revenues while also giving the opportunity to international brands to increase their<br />

visibility in its stores. Dufry advertises throughout the airport where the shops are located, usually in<br />

conjunction with partner-suppliers. As a component <strong>of</strong> its major supply contracts, the Dufry Group<br />

provides advertising opportunities for its suppliers such as in-store promotion <strong>of</strong> new products or prime<br />

positioning <strong>of</strong> products for a certain time period. For example, in its brand shops, Dufry’s suppliers<br />

may provide shop fittings appropriate to the brand and product listing. The Dufry Group’s<br />

merchandising strategy aims to use the design and layout <strong>of</strong> its facilities, shops and product categories<br />

to maximize visual appeal and ensure the display <strong>of</strong> the fastest selling items, thus increasing revenues.<br />

The Dufry brand. To increase its recognition by the traveler and distinguish Dufry from its competitors,<br />

the Dufry Group is rolling out its new brand across its network <strong>of</strong> retail operations, including Dufrybranded,<br />

standardized shopping bags, receipts and employee uniforms. In addition, to enhance<br />

customer confidence in purchasing from travel retailers, especially as the non-traditional duty-free<br />

product range continues to expand, Dufry <strong>of</strong>fers a worldwide money-back guarantee on all its products.<br />

Product pricing. The Dufry Group seeks to maximize its pr<strong>of</strong>itability by reaching an optimal balance<br />

between price and volume. To that end, Dufry generally determines its pricing policy in any given<br />

concession based on the buying behavior <strong>of</strong> its customers, which in turn is influenced by the prices in<br />

the local market as well as the nature <strong>of</strong> traveler using the particular facility. Ultimately, the Dufry<br />

Group aims to achieve a price for its products that is considered fair and reasonable based upon any<br />

benchmarking done by its customers. In general, like other airport duty-free competitors, Dufry’s dutyfree<br />

shop prices are set at attractive prices in comparison with local market prices and the international<br />

58


airports <strong>of</strong> origin. The Company’s duty-paid airport and non-airport prices are generally in line with<br />

local market prices. For the onboard shops, pricing is more focused on type <strong>of</strong> customer depending<br />

upon the ships’ routes.<br />

Customer research programs. The Dufry Group also uses its permanent customer research programs to<br />

identify customer motivations and buying behavior and then transforms this information into specific<br />

marketing programs to promote its concepts and products.<br />

Dufry’s Operational and Financial Control Structure<br />

General<br />

The Group Executive Committee, comprised <strong>of</strong> the Chief Executive Officer (CEO), Global Chief Operating<br />

Officer (GCOO), Chief Financial Officer (CFO), the Group General Counsel (GGC) and six regional Chief<br />

Operating Officers (COOs), manages Dufry’s global operations. The GCOO and the CFO are responsible for the<br />

development <strong>of</strong> the commercial and financial strategies <strong>of</strong> the Group as well as defining its financial and<br />

commercial control standards and executing in each <strong>of</strong> its areas the current business and the acquisitions. The<br />

GGC is responsible for the legal management <strong>of</strong> the Group, the execution <strong>of</strong> acquisitions and the regulatory<br />

compliance. The regional COOs, who have overall responsibility for their respective regions, use their<br />

familiarity with the local environment in their regions to implement the Group’s global operational and financial<br />

policies. Day-to-day management <strong>of</strong> the Group’s operations, however, is the responsibility <strong>of</strong> local<br />

management. This structure is driven by, and permits the implementation <strong>of</strong>, the Group’s overall approach to its<br />

business: think globally, act locally.<br />

The following diagram shows the operational control structure <strong>of</strong> Dufry.<br />

Chief Operating<br />

Officer<br />

Region Europe<br />

Dante Marro<br />

Chief Operating<br />

Officer<br />

Region Africa<br />

Miguel Ángel<br />

Martínez<br />

Chief Financial Officer<br />

Xavier Rossinyol<br />

Group General<br />

Counsel<br />

Pascal C. Duclos<br />

Chief Operating<br />

Officer<br />

Region Eurasia<br />

René Riedi<br />

Chief Executive Officer<br />

Julián Díaz<br />

59<br />

Chief Operating<br />

Officer<br />

North America &<br />

Caribbean<br />

José H. González<br />

Global Chief Operating<br />

Officer<br />

José Antonio Gea<br />

Chief Operating<br />

Officer<br />

Region South<br />

America<br />

José Carlos Rosa<br />

Chief Operating<br />

Officer<br />

Region Hudson<br />

Joseph DiDomizio<br />

Dufry’s central finance team, based at its Basel headquarters and headed by the CFO, is responsible for<br />

devising, implementing and overseeing the Group’s financial control structure, including its monthly reporting,<br />

treasury reporting and budgeting processes. This team is also responsible for the consolidation <strong>of</strong> financial<br />

information from the Group’s local operating subsidiaries and reporting to members <strong>of</strong> the Group Executive<br />

Committee. The local finance teams are responsible for the daily operations (such as accounting and treasury)<br />

and providing the relevant information to the group level.<br />

Dufry’s commercial control policies are also devised and implemented centrally. These policies involve the<br />

collection <strong>of</strong> certain key information from across the Group’s operating subsidiaries relevant to monitoring the<br />

Group’s current operations. Such information includes daily sales by location and stock-keeping unit (“SKU”)<br />

and inventory information. This information provides the Group Executive Committee with the shared<br />

experience <strong>of</strong> Dufry’s worldwide operations that allows it to set policies for the business on a global level.<br />

Information Technology<br />

Management believes that information technology is an important resource in maintaining an effective<br />

operational and financial control structure. To this end, Dufry has implemented a number <strong>of</strong> global information<br />

technology systems and processes in the context <strong>of</strong> a global IT strategy and plan.


Legal<br />

Dufry’s Global Data Centre platform uses the latest virtualization and consolidation technologies<br />

to provide all key IT services to a growing number <strong>of</strong> operations in the Group. This covers from<br />

<strong>of</strong>fice to business applications, securing business continuity, security and cost optimization<br />

through high scalability.<br />

Dufry’s Financial Consolidation system incorporates and consolidates financial statements from all<br />

the Group’s legal entities, facilitating legal and regulatory compliance, timely and accurate<br />

information and automation <strong>of</strong> financial architecture and processes.<br />

The Dufry Core Suite (DCS) system is an integrated enterprise resource planning (ERP) system,<br />

providing a tailored IT environment to manage standard retail operations procedures, from<br />

ordering to sales, including stocks management, finance, and reporting. This supports the<br />

implementation <strong>of</strong> a standard ‘Dufry Business Model’.<br />

The Dufry Commercial Information System extracts, aggregates and provides sales, margin and<br />

stocks information from all <strong>of</strong> the Group’s operations, enabling analysis and decision-making at<br />

the local, business unit, regional and global level.<br />

Finally, the ‘Global Order Management’ system facilitates the optimization <strong>of</strong> retail inventories by<br />

improving product availability at Dufry’s shops whilst reducing overall stock levels.<br />

The Group’s SKU system manages Dufry’s global catalogue, consolidating the product portfolio<br />

<strong>of</strong> its operating companies. This facilitates the commercial reporting necessary for marketing<br />

purposes and trend analysis as well as providing information for supplier negotiations.<br />

Finally, different sourcing, organizational and service initiatives are in place to leverage Dufry’s<br />

global scale and diversity to maximize service and optimize costs.<br />

Dufry’s global activities require a highly sophisticated legal management to comply with all applicable<br />

laws, standards and regulations all around the world. In particular, compliance with the rules <strong>of</strong> the SIX Swiss<br />

Exchange, the BOVESPA and the Luxembourg Stock Exchange, as well as applicable corporate governance<br />

principles, are to be safeguarded at all times. Beside its compliance function and the general management <strong>of</strong> the<br />

day-to-day legal matters <strong>of</strong> the Group’s subsidiaries, Dufry’s legal department is responsible for the legal<br />

management <strong>of</strong> Dufry’s concessions, marks portfolio, merger and acquisitions activities and new projects. With<br />

its experienced legal pr<strong>of</strong>essionals, Dufry’s legal department plays an essential role in Dufry’s smooth and<br />

efficient business operations, business expansion and structuring.<br />

Human Resources<br />

Proper human resource management and planning are essential to Dufry’s success. In addition to senior<br />

management, Dufry’s regional and local management, as well as its sales force play an important role in the<br />

execution <strong>of</strong> Dufry’s strategy. The goal <strong>of</strong> Dufry’s human resource management strategy is to contribute to<br />

Dufry’s vision <strong>of</strong> becoming the preferred employer in the travel retail sector. The Group’s human resource<br />

managers devise and execute standard procedures and processes such as recruitment, training and development.<br />

To ensure cost optimization, Dufry’s human resources department uses global suppliers to provide these<br />

services.<br />

Procurement and Logistics<br />

As part <strong>of</strong> its enhancement <strong>of</strong> the Group’s centralized functions, Dufry has implemented a centralized<br />

procurement strategy, which includes the segmentation <strong>of</strong> suppliers by volume and active central management<br />

<strong>of</strong> these relationships. The Group’s purchasing strategies and standards are determined centrally by Dufry’s<br />

central ‘buying pool’, including the Chief Executive Officer, Global COO, Marketing Director and Logistics<br />

Director and group category managers. Regional category managers implement these strategies on a regional<br />

and local level by determining the products to be <strong>of</strong>fered in that region or locality.<br />

The Europe, Africa and Eurasia and Asia regions are serviced by a central warehouse in Switzerland, the<br />

operation <strong>of</strong> which Dufry has outsourced, while the North America & Caribbean and the South America region<br />

is serviced by Dufry’s own central warehousing facility in Miami. Additionally, direct shipments are made by<br />

60


Dufry’s suppliers. The stores <strong>of</strong> Hudson are serviced by direct shipments from the suppliers to the shops or local<br />

warehouses close to the shops.<br />

The Cayman-based logistics platform Eurotrade is currently used only for the duty-free business in Brazil,<br />

but is an integral part <strong>of</strong> the overall business. The purpose served by Eurotrade is related to the Brazilian<br />

regulatory framework’s requirement that duty-free goods be sold on consignment in U.S. dollars on behalf <strong>of</strong> a<br />

non-domestic entity. Therefore, in accordance with these regulations, Eurotrade owns DSA’s inventory until the<br />

point <strong>of</strong> sale to the final consumer.<br />

Description <strong>of</strong> Operations by Segment<br />

General<br />

Dufry’s global operations are organized into six regions: Europe, Africa, Eurasia, North America &<br />

Caribbean, South America and Hudson. These operations are conducted primarily through local subsidiaries that<br />

are, directly or indirectly, wholly owned by the Company, or in which the Company holds, directly or indirectly,<br />

a majority interest with a local partner holding a minority interest, and over which Dufry typically exercises<br />

management control. In this instance, Dufry’s local partner is generally the operator or landlord <strong>of</strong> the facility,<br />

such as an airport authority. Dufry also works with entities other than the operator or landlord <strong>of</strong> a facility which<br />

do not hold equity stakes in its operating subsidiaries. These entities provide advice and support to Dufry’s<br />

operations, including administrative, translation and security services. The compensation <strong>of</strong> any such entity may<br />

also be based upon the pr<strong>of</strong>its <strong>of</strong> the local operating subsidiary or the specific concession, as the case may be, to<br />

which it provides support and may be recorded by the Dufry Group as concession fees on a case by case basis.<br />

The following diagram shows the regional distribution <strong>of</strong> the Dufry Group’s (excluding Hudson) 2007 net<br />

sales.<br />

61


The following tables show the regional distribution <strong>of</strong> Dufry’s (excluding Hudson) and Hudson’s turnover<br />

in the years 2005, 2006 and 2007 as well as for the six-month period ended June 30, 2008.<br />

62<br />

For the six<br />

months ended<br />

June 30,<br />

(unaudited)<br />

For the year ended<br />

December 31,<br />

2008 2007 2006 2005<br />

Dufry (excluding Hudson)<br />

(CHF in millions)<br />

Europe (including headquarters) ................................................................ 270.0 546.7 445.8 397.1<br />

Africa ................................................................................................ 92.6 183.6 146.5 128.1<br />

Eurasia ................................................................................................ 125.3 228.8 189.0 151.4<br />

North America & Carribean ................................................................ 214.5 487.6 340.7 292.2<br />

South America ................................................................ 310.2 614.9 383.6 47.3<br />

Eliminations (intercompany net sales) ................................ (77.7) (131.3) (69.3) (66.2)<br />

Total ................................................................................................ 934.8 1,930.3 1,436.3 949.8<br />

For the twenty-six<br />

weeks ended June<br />

29, (unaudited) For the fifty-two weeks ended December 30 / 31,<br />

2008 2007 2006 2005<br />

Hudson (US$ in millions)<br />

North America ................................................................ 317.9 628.3 535.9 488.4<br />

Total ................................................................................................ 317.9 628.3 535.9 488.4<br />

The following chart shows the pro forma regional distribution <strong>of</strong> Dufry’s and Hudson’s net sales <strong>of</strong> 2007 on<br />

a combined basis.<br />

Eurasia and Asia<br />

9.0%<br />

Europe<br />

16.0%<br />

Africa<br />

7.0%<br />

US and Canada<br />

27.6%<br />

South America<br />

24.0%<br />

North America and<br />

Caribbean (excl.<br />

US and Canada)<br />

16.4%<br />

The following table sets forth certain statistical data relating to the regions.<br />

At October 31, 2008<br />

�orth<br />

America & South<br />

Europe Africa Eurasia Caribbean America Hudson Total<br />

(sales area in square meters)<br />

Total sales area ......................... 18,500 8,500 8,700 38,200 16,400 47,240 137,540<br />

Total number <strong>of</strong> shops .............. 95 38 51 196 86 550 1,016<br />

Airport ................................... 75 37 51 118 42 499 822<br />

Cruise lines and seaports .......<br />

Downtown, hotels and<br />

13 - - 20 34 - 67<br />

resorts - - - 51 9 - 60<br />

Railway stations and other .... 7 1 - 7 1 51 67


Europe<br />

This region includes Dufry’s operations in Italy, Greece, France, The Netherlands, Switzerland, Spain and<br />

the Czech Republic and has its headquarters in Milan.<br />

The following table sets forth the locations <strong>of</strong> Dufry’s shops in Europe at June 30, 2008.<br />

Country Shop location<br />

Czech Republic Prague-Praha Ruzyne Airport<br />

France Nice Cote d’Azur Airport<br />

Pointe-à-Pitre Airport<br />

Greece Patras Ferry-Blue Star (Blue Horizon)<br />

Patras Ferry-Blue Star (Kefalonia)<br />

Patras Ferry -Superfast I<br />

Patras Ferry -Superfast V<br />

Patras Ferry -Superfast VI<br />

Patras Ferry -Superfast XI<br />

Patras Ferry -Superfast XII<br />

Piraeus Ferry-Blue Star (Blue Star Ithake)<br />

Piraeus Ferry-Blue Star (Naxos)<br />

Piraeus Ferry-Blue Star (Paros)<br />

Piraeus Ferry-Blue Star (Super Ferry 2)<br />

Piraeus Ferry-Blue Star I<br />

Piraeus Ferry-Blue Star II<br />

Piraeus Ferry-Blue Star (Diagoras)<br />

Eptanisos<br />

Hellas Wholesale<br />

Italy Bergamo Airport<br />

Brescia Airport<br />

Genoa Airport<br />

Milan – Malpensa Airport<br />

Milan – Linate Airport<br />

Milan Central (railway station shop)<br />

Naples Airport<br />

Rome – Ciampino Airport<br />

Rome – Fiumicino Airport<br />

Rome Termini (railway station shop)<br />

Turin Central (railway station shop)<br />

Verona Airport<br />

Inflight sales<br />

The Netherlands Amsterdam – Schiphol Airport<br />

Spain Bilbao Airport<br />

Tenerife Sur Airport<br />

Las Palmas de Gran Canaria Airport<br />

Switzerland Basel – Euroairport<br />

Samnaun (free zone)<br />

Dufry’s largest operation in this region, by country, is in Italy where the Company’s 60 percent majority<br />

owned subsidiary, Dufrital, is the operator <strong>of</strong> both duty-free and duty-paid shops in Milan’s Malpensa and<br />

Linate airports. These shops are operated under agreements with Milan’s airport authority, the Società Esercizi<br />

Aeroportuali SpA, which holds a 40 percent interest in Dufrital. The Dufry Group also operates shops at<br />

Bergamo, Brescia, Genoa, Naples, Rome and Verona airports.<br />

63


Dufry’s shop at Milan-Malpensa Airport was recently completely renovated and enlarged, having a total<br />

retail surface <strong>of</strong> 5,176 square meters. As the first flagship shop to carry the new corporate design, it now <strong>of</strong>fers<br />

its customers an extended product range that includes, together with a range <strong>of</strong> traditional duty-free products, an<br />

assortment <strong>of</strong> Italian fashion and home-made gourmet foods. Dufry opened nine new shops at Rome’s main<br />

airport Fiumicino in 2005 that are operated under agreements with Aeroporti di Roma SpA. These shops have a<br />

range <strong>of</strong> listings, from a fashion multi brand shop and an Armani boutique to an Il Canestro brand food store.<br />

In addition, Dufry’s wholly-owned subsidiary Dufry Italia SpA operates shops at the railway stations in<br />

Rome, Milan and Turin with a total retail surface <strong>of</strong> 4,084 square meters under agreements with Grandi Stazioni<br />

SpA. Shops in Florence and Naples are scheduled to open in 2009.<br />

In the Spanish market, Dufry secured concessions at Bilbao Airport, Tenerife Sur Airport and Las Palmas<br />

de Gran Canaria Airport. These shops are operated under agreements with Aeropuertos Espanoles y Navegacion<br />

Aerea (“AENA”). The shop at Bilbao Airport is a specialty shop listing a selection <strong>of</strong> women’s and men’s<br />

fashion by international designers. The shop at Tenerife Sur Airport, a general travel retail shop, <strong>of</strong>fers a range<br />

<strong>of</strong> traditional duty-free products and other products such as electronics and travel accessories.<br />

In the Czech Republic, Dufry operates 7 duty free shops at Ruzyne International Airport in Prague, the only<br />

international airport in the Czech Republic. The shops cover a surface <strong>of</strong> totally 550 square meters und <strong>of</strong>fer the<br />

full assortment <strong>of</strong> duty free products ranging.<br />

Africa<br />

This region includes Dufry’s operations in Tunisia, Egypt, Algeria, Morocco, Ghana and Ivory Coast and<br />

has its headquarters in Tunis.<br />

The following table sets forth the locations <strong>of</strong> Dufry’s shops in Africa at June 30, 2008.<br />

Country Shop location<br />

Algeria Algiers Houari Boumediene International Airport<br />

Egypt Sharm-el-Sheikh Airport<br />

Ghana Accra KotoKa Airport<br />

Accra Diplomatic Shop (Downtown)<br />

Ivory Coast Abidjan Félix Houphouet-Boigny Airport<br />

Morocco Agadir Al Massira Airport<br />

Casablanca Mohammed V Airport<br />

Marrakech Menera Airport<br />

Rabat Salé Airport<br />

Tanger Ibn Battouta Boukhalef Airport<br />

Tunisia Djerba Zarzis International Airport<br />

Monastir Habib Bourguiba International Airport<br />

Sfax Thyna International Airport<br />

Tabarka 7 Novembre International Airport<br />

Tozeur Nefta International Airport<br />

Tunis Carthage International Airport<br />

Dufry’s largest operation in this region, by country, is in Tunisia where the Dufry Group’s wholly-owned<br />

subsidiary, Dufry Tunisia SA, is the primary operator <strong>of</strong> the non-catering travel retail shops in Tunisia’s six<br />

airports, providing a total <strong>of</strong> 4,324 square meters <strong>of</strong> retail space, under agreements with the Tunisian<br />

government’s Office de l’Aviation Civile et des Aeroports.<br />

Dufry has also recently expanded its operations in Morocco, adding retail operations at Rabat Airport and<br />

Tanger Airport to its existing concessions at Agadir Airport, Casablanca Mohammed V Airport and Marrakech<br />

Airport, providing a combined total <strong>of</strong> 1,424 square meters <strong>of</strong> retail space. These concessions are operated<br />

pursuant to agreements with the Office National des Aéroports by Dufry Maroc SARL, which is 80 percent<br />

64


owned by Dufry and 20 percent owned by the Dufry Group’s local commercial partner. In 2008, Dufry<br />

expanded its presence at the Mohammed V Airport in Casablanca by adding two new shops with a total surface<br />

<strong>of</strong> 519 square meters.<br />

In July 2006, Dufry opened its first shops in Algeria at the Algier International Airport. The two shops<br />

cover a total retail surface <strong>of</strong> 640 square meters und <strong>of</strong>fer the traditional duty-free range.<br />

In 2007, Dufry was awarded a concession for shops in Sharm-el-Sheikh Airport, the second largest airport<br />

in Egypt. The 4 shops in the departure area and 1 arrival shop are operated by the wholly owned subsidiary<br />

Dufry Egypt LLC, with a total retail surface <strong>of</strong> 858 square meters. The main shop <strong>of</strong>fers the full duty-free<br />

assortment. The other shops are a Bijoux Terner shop, a handicraft & fine food shop and an arrivals shop.<br />

Eurasia<br />

This region includes Dufry’s operations in the Russian Federation, the United Arab Emirates, Singapore,<br />

Cambodia, Serbia and China, and has its headquarters in Sharjah.<br />

The following table sets forth the locations <strong>of</strong> Dufry’s shops in Eurasia at June 30, 2008.<br />

Country Shop location<br />

Cambodia Phnom Penh Airport<br />

Siam Reap Angkor Airport<br />

China Hong Kong International Airport<br />

Russian Federation Moscow – Domodedovo Airport<br />

Moscow – Sheremetyevo Airport<br />

Serbia Belgrade Nikola Tesla International Airport<br />

Singapore Changi Airport<br />

United Arab Emirates Sharjah Airport<br />

Air Arabia (inflight sales)<br />

Dufry’s largest operation in this region, by country, is in the Russian Federation, where the Company’s<br />

wholly-owned subsidiary, Dufry East, is the primary operator <strong>of</strong> the non-catering travel retail shops at<br />

Moscow’s Domodedovo Airport, with a floor area <strong>of</strong> 785 square meters at June 30, 2008. Some shops were<br />

completely refurbished and expanded in 2007. These shops are operated under agreements with the<br />

Domodedovo Airport Authorities. In 2007, new shops were opened at Sheremetyevo Airport, operated by the 69<br />

percent owned subsidiary Dufry Moscow Sheremetyevo. The new shops occupy 3,226 square meters and <strong>of</strong>fer<br />

the full range <strong>of</strong> duty-free products. Dufry was selected as the only operator for the duty-free area <strong>of</strong> Terminal C<br />

in an open tender.<br />

Another significant market for Dufry’s operations in this region is the United Arab Emirates, where its 51<br />

percent majority-owned subsidiary Dufry Sharjah FZC is the sole operator <strong>of</strong> the duty-free shops at Sharjah<br />

Airport. These shops are operated under an agreement with the Sharjah Civil Aviation Authority, which holds<br />

the remaining 49 percent stake in Dufry Sharjah FZC. In 2008, Dufry completed the refurbishment and<br />

expansion program for its main duty-free store. The new floor area is 2,312 square meters.<br />

Over the past two years, Dufry has significantly increased its operations at Singapore Changi Airport. In<br />

2004, it opened five new shops: a flagship chocolate and delicatessen shop, three other chocolate shops and one<br />

camera shop. In January 2005, it opened a computer and s<strong>of</strong>tware shop, a Bijoux Terner shop and a specialized<br />

shop listing a large selection <strong>of</strong> luxury watches. These shops are operated under agreements with the Civil<br />

Aviation Authority <strong>of</strong> Singapore (“CAAS”). In 2007, Dufry won the concession for the retail <strong>of</strong> Formula 1<br />

merchandise. As <strong>of</strong> 2008, Dufry has an exclusivity over the multi brand electronics concessions in Changi’s<br />

airport brand new terminal 3. This new state-<strong>of</strong>-the-art multi-brand electronics, computers and cameras shop<br />

with a total retail area <strong>of</strong> 500 square meters introduces “a shop in shop” concept. All major manufacturers have<br />

a dedicated area where they can display and promote their products based on their own marketing approaches.<br />

65


In October 2005, Dufry secured four concessions for five shops at Hong Kong International Airport. The<br />

shops are operated under an agreement with the Hong Kong Airport Authorities.<br />

In Serbia, Dufry operates Belgrade Nikola Tesla International Airport under a master concession agreement<br />

that covers all commercial activities (Retail and Food & Beverage) both land side and airside.<br />

In 2006, Dufry opened three new shops with a total surface <strong>of</strong> 336 square meters at the Siem Reap<br />

International Airport, Cambodia. One <strong>of</strong> the shops <strong>of</strong>fers Cambodian handy crafts like bags, scarves, garment<br />

made <strong>of</strong> Asian silk, wooden interior ornaments and souvenirs.<br />

�orth America & Caribbean<br />

This region includes Dufry’s operations in Mexico, the United States, many Caribbean Islands and<br />

Nicaragua with its headquarters in Miami.<br />

The following table sets forth the locations <strong>of</strong> Dufry’s shops in North America and the Caribbean at June<br />

30, 2008.<br />

Country Shop location<br />

Antigua Antigua (downtown shop)<br />

Aruba Oranjestad (downtown and airport shops)<br />

Barbados Bridgetown (downtown, port and airport shops)<br />

Bahamas Grand Bahama Island Airport<br />

Freeport (downtown and airport shops)<br />

Bonaire Bonaire (downtown shop)<br />

Cayman Islands Georgetown (downtown shop)<br />

Curacao Hato International Airport<br />

Dominican Republic Puerto Plata Airport<br />

La Romana Airport and Sea Port<br />

Samana Airport<br />

Santiago Airport<br />

Santo Domingo Airport and Sea Port<br />

Grand Turk Grand Turk (port shop)<br />

Grenada St Georges (downtown, port and airport shops)<br />

Jamaica Westmoreland (downtown shop)<br />

Mexico Cancun (downtown shops)<br />

Cozumel (Punta Langosta port shops)<br />

Guadalajara International Airport<br />

Laredo (border shop)<br />

Sane Jose de Los Cabos International Airport<br />

Mexico City Airport<br />

Monterrey International Airport<br />

Progreso (border shop)<br />

Puerto Vallarta International Airport<br />

Reynosa (border shop)<br />

66


Country Shop location<br />

Nicaragua El Espino (border shop)<br />

Guasaule (border shop)<br />

Las Manos (border shop)<br />

Managua Airport<br />

Peñas Blancas (border shop)<br />

Puerto Rico Luis Marin Muñoz Airport<br />

St. Lucía Castries (downtown, port and airport shops)<br />

St. John Cruz Bay (port shop)<br />

St. Maarten St Maarten (downtown and airport shops)<br />

St. Thomas St. Thomas (downtown shop)<br />

Trinidad Port <strong>of</strong> Spain Airport<br />

United States George Bush International Airport (Houston)<br />

Newark Liberty International Airport (NJ)<br />

JFK Airport (NY)<br />

Dufry’s largest operation in this region, by country, is in Mexico where the Company’s wholly-owned<br />

subsidiary, Dufry Mexico SA de CV, operates 50 duty-free shops and international boutiques at 5 airports and 2<br />

seaports. These shops are operated under agreements <strong>of</strong> varying duration and varying fee structures. Of its 50<br />

shops in Mexico, 40 are at Mexico City’s Benito Juárez Airport. These shops are operated under agreements<br />

with Inmobiliaria Fumisa, SA de CV.<br />

In addition to Mexico City, Dufry operates 2 shops at Puerto Vallarta International Airport, 2 shops at<br />

Monterrey International Airport, 2 shops at the San Jose de los Cabos International Airport and 2 shops at the<br />

Guadalajara International Airport. These shops carry a range <strong>of</strong> traditional travel retail products including<br />

perfumes and cosmetics, liquors, confections and tobacco.<br />

Dufry Mexico SA de CV also operates 2 port shops, 1 shop at Puerta Maya and 1 shop at Punta Lagosta,<br />

under agreements with Cozumel Cruise Terminal, SA de CV and GICSA, SA, respectively. At Puerta Maya,<br />

Dufry <strong>of</strong>fers a range <strong>of</strong> traditional duty-free products in 200 square meters <strong>of</strong> retail space located in the<br />

Shopping Plaza <strong>of</strong> the Terminal’s welcome center. The Punta Lagosta operation features a general travel retail<br />

shop.<br />

Duty Free Caribbean is another important component <strong>of</strong> the Dufry Group’s operations in this region.<br />

Formed in October 2000, Duty Free Caribbean is 60 percent owned by Dufry with the other 40 percent owned<br />

by Cave Shepherd & Co., a Barbados-based public limited company. As a retail leading business in Barbados,<br />

Cave Shepherd brings significant benefits to the partnership with its more than 100 years <strong>of</strong> experience in the<br />

retail business in Barbados and the Caribbean.<br />

As <strong>of</strong> September 30, 2008, Duty Free Caribbean included a total <strong>of</strong> 28 stores in the islands <strong>of</strong> Barbados, St.<br />

Lucía, Bahamas and Grenada and 34 ‘Colombian Emeralds International’ stores in the islands <strong>of</strong> Barbados,<br />

Grenada, St. Lucía, Grand Cayman, St. Maarten, Aruba and Antigua. These stores cover a wide range <strong>of</strong><br />

products including core travel retail categories <strong>of</strong> jewelry and watches, perfume and cosmetics and wine and<br />

spirits and tobacco along with sunglasses, leather, cameras, electronics, music, designer clothing, sports goods,<br />

souvenirs and t-shirts. This wide product range is managed by local and regional operators with a long and<br />

successful history <strong>of</strong> business and experience in the Caribbean region.<br />

The Company’s wholly-owned subsidiary Inversiones Tunc, SA is the primary operator <strong>of</strong> duty-free shops<br />

under an agreement with Aeropuertos Dominicanos Siglo XXI, S.A. (“AERODOM”) at the six airports in the<br />

Dominican Republic operated by AERODOM.<br />

67


Since 2007, through the Company’s wholly-owned subsidiary, Inversiones Panamo SA, the Company<br />

operates 3 shops at La Romana International Airport and 4 shops at Santiago International Airport, both in the<br />

Dominican Republic.<br />

Dufry opened a port shop at Grand Turk Island, Turks & Caicos in the first quarter <strong>of</strong> 2006. This shop is<br />

operated under an agreement with Grand Turk Cruise Terminal Limited.<br />

On December 17, 2006, the Group acquired 100 percent <strong>of</strong> the share capital <strong>of</strong> the Luis Bared Group with<br />

23 shops in Puerto Rico and other Caribbean locations, including the shops at the Luis Marin Muñoz Airport<br />

(Puerto Rico) and shops in Aruba, Bonaire, St. Maarten and St. Thomas.<br />

In December 2007, Dufry opened six duty-free shops with a total <strong>of</strong> 633 square meters retail space at the<br />

Reina Beatrix International Airport in Aruba, covering the full assortment <strong>of</strong> duty-free products.<br />

In December 2007, Dufry opened four duty-free shops with a total <strong>of</strong> 575 square meters retail space at the<br />

Reina Beatrix International Airport in Aruba, covering the full assortment <strong>of</strong> duty-free products. In 2008, Dufry<br />

opened two new shops at La Romana International Airport and four new shops at El Cibao International Airport<br />

in Santiago de los Caballeros (Dominican Republic). At La Romana International Airport, two new duty-free<br />

shops started their operations in January 2008. The first shop <strong>of</strong> 286 square meters is located in the departure<br />

area <strong>of</strong> the airport while the second shop <strong>of</strong> 19 square meters is in the arrival area. Both shops <strong>of</strong>fer the full<br />

assortment <strong>of</strong> duty-free products. At El Cibao International Airport, Dufry opened three departure shops totaling<br />

394 square meters and an arrival shop <strong>of</strong> 117 square meters.<br />

Dufry’s operations in the Caribbean region are subject to the extreme weather events that occur each year<br />

during the months <strong>of</strong> July to October. For example, in 2004, Hurricane Ivan damaged the Dufry Group’s shops<br />

at Grenada, the Cayman Islands and the Bahamas and in 2005, Hurricane Wilma destroyed the Dufry Group’s<br />

port shops at the Cozumel cruise line terminal and damaged some <strong>of</strong> its Cancun shops. In September 2008, the<br />

hurricane Ike produced major damages to the harbor infrastructure <strong>of</strong> the Turks and Caicos Islands. The Dufry<br />

Group has business interruption insurance policies that compensate it for certain losses as a result <strong>of</strong> such<br />

events.<br />

South America<br />

This region includes Dufry’s operations in Brazil, Bolivia and on board Norwegian Cruise Line Ships and<br />

has its headquarters in Hamilton (Bermuda).<br />

The following table sets forth the locations <strong>of</strong> Dufry’s shops in Americas and Caribbean at June 30, 2008.<br />

Country Shop location<br />

Brazil Belo Horizonte, Tancredo Neves International Airport<br />

Brasília, Juscelino Kubitschek International Airport<br />

Florianópolis, Hercilio Luz International Airport<br />

Fortaleza, Pinto Martins International Airport<br />

Natal, Augusto Severo International Airport<br />

Porto Alegre, Salgado Filho International Airport<br />

Recife, Guararapes International Airport<br />

Rio de Janeiro, Galeão International Airport, Santos<br />

Dumont Domestic Airport and downtown<br />

São Paulo, Congonhas International Airport, Guarulhos<br />

International Airport and downtown<br />

Bolivia La Paz, El Alto International Airport<br />

Santa Cruz de La Sierra, Viru Viru International Airport<br />

68


Country Shop location<br />

NCL Norwegian Dawn<br />

Norwegian Dream<br />

Norwegian Gem<br />

Norwegian Jade<br />

Norwegian Jewel<br />

Norwegian Majesty<br />

Norwegian Pearl<br />

Norwegian Sky<br />

Norwegian Spirit<br />

Norwegian Star<br />

Norwegian Sun<br />

MSC Lirica<br />

DSA, a Bermudan company, is the leading duty-free operator in Brazil, the largest travel retail market in<br />

South America. It also operates duty-paid shops in airports and other selected locations in Brazil, as well as<br />

duty-free shops in Bolivia and on board cruise ships owned by NCL and C.I. Cruises International S.A.<br />

In March 2006, Dufry and Advent acquired Dufry do Brasil and Eurotrade, now subsidiaries <strong>of</strong> DSA. On<br />

September 29, 2006 DSA was incorporated with the purpose <strong>of</strong> holding Dufry’s South American travel retail<br />

operations. On December 16, 2006 Dufry launched the initial public <strong>of</strong>fering <strong>of</strong> DSA, listing DSA’s shares at<br />

the Luxembourg Stock Exchange and issuing BDR’s listed on the BOVESPA. Dufry still holds 51 percent in<br />

DSA today, the other 49 percent are publicly held.<br />

As <strong>of</strong> June 30, 2008 DSA had the following subsidiaries: Dufry South America Investments S.A., Dufry do<br />

Brasil Duty Free Shop Ltda., Iperco Comércio Exterior SA, EMAC Comércio Importação Ltda., Flagship Retail<br />

Services, Inc., Dufry Bolivia S.A. and Eurotrade Ltd.<br />

As <strong>of</strong> June 30, 2008 DSA’s travel retail business consisted <strong>of</strong> 90 duty-free and duty-paid shops, including<br />

42 duty-free and duty-paid shops in 13 <strong>of</strong> the major international and domestic airports in South America, 41<br />

shops on 12 cruise ships, 11 <strong>of</strong> which are operated by NCL and 1 by C.I. Cruises International S.A. (MSC<br />

Lirica) and 10 other retail shops located in prime retail areas in São Paulo and Rio de Janeiro.<br />

In the second quarter <strong>of</strong> 2008, two new duty-free and one duty-paid stores were opened at the Tancredo<br />

Neves International Airport, in Belo Horizonte, and one duty-paid store at Augusto Severo International Airport,<br />

in Natal. In addition, DSA was awarded new concessions for two duty-free stores at Deputado Luiz Eduardo<br />

Magalhães International Airport, in Salvador. DSA intends to reinforce its presence on cruise line ships seeking<br />

new concessions on board ships in the Caribbean and also along the Brazilian coast.<br />

Dufry’s wholly-owned subsidiary Flagship Retail Services, Inc is the sole operator <strong>of</strong> shops on 12 vessels,<br />

11 <strong>of</strong> which are operated by NCL. At the end <strong>of</strong> 2007, new operations were started on two new large capacity<br />

ships, including the MSC Lirica. Besides, new shops were opened on the Norwegian Jade in February 2008 and<br />

the Norwegian Sky on July 2008. At the end <strong>of</strong> 2008, Flagship is scheduled to commence operations on board <strong>of</strong><br />

a second MSC vessel, the MSC Orchestra.<br />

Hudson<br />

This region includes Dufry’s duty-paid convenience stores in North America. This segment was formed in<br />

2008 in the course <strong>of</strong> the integration <strong>of</strong> the Hudson Group. It operates 550 news stores, convenience stores,<br />

bookstores, cafes and special retail concessions in 61 airports and other transportation terminals across the<br />

United States and Canada. It has its headquarters in East Rutherford, NJ. Hudson currently operates with more<br />

than 130 lease and concession agreements. Its portfolio consists <strong>of</strong> mid- and long-term contracts. Contracts<br />

recently won by Hudson include concessions at Cleveland Hopkins International Airport, at the JFK JetBlue<br />

Terminal, in Atlantic City and Nashville. It has a high rate <strong>of</strong> retention <strong>of</strong> existing contracts above 90% and only<br />

lost three contracts <strong>of</strong> significance in the past five years.<br />

69


Dufry intends to roll out Hudson’s business model internationally over the next three to four years,<br />

primarily focusing on airports where it already operates similar duty-paid concepts or where it already has a<br />

significant presence in duty-free retailing.<br />

The following table sets forth the locations <strong>of</strong> Dufry’s shops in the United States and Canada at June 30,<br />

2008.<br />

Country Shop location<br />

United States Albuquerque<br />

Anchorage<br />

Atlantic City International, NJ<br />

Birmingham<br />

Boston Logan<br />

Burlington<br />

BWI<br />

Charleston International<br />

Chicago Midway<br />

Chicago O’Hare<br />

Cincinnati|No. KY<br />

Cleveland<br />

Dallas - Love Field<br />

Dallas - Fort Worth<br />

Denver<br />

Eppley Airfield<br />

Fort Lauderdale Hollywood<br />

Fresno Yosemite International<br />

George Bush Intercontinental Houston<br />

Grand Central Station, NYC<br />

Greenville-Spartanburg<br />

Gulfport-Biloxi International<br />

Harrisburg, PA<br />

Hoboken, NJ<br />

Indianapolis International<br />

Jackson-Evers International<br />

Jacob Javits Convention Center, New York City<br />

JFK<br />

John Wayne, Orange County CA<br />

Journal Square, NJ<br />

LaGuardia<br />

Las Vegas McCarran International<br />

Lehigh Valley<br />

Los Angeles<br />

Manchester<br />

Memphis<br />

Miami<br />

Mobile Regional<br />

Myrtle Beach<br />

Nashville International<br />

New Orleans<br />

Newark Liberty<br />

Newport News<br />

Norfolk, International<br />

Okaloosa, FL<br />

Orlando<br />

Orlando Sanford<br />

Out <strong>of</strong> Town News, Cambridge, MA<br />

Penn Station, NYC – Newark<br />

Philadelphia<br />

Phoenix Sky Harbor<br />

70


Competition<br />

Country Shop location<br />

Pittsburgh<br />

Port Authority Bus Terminal NYC – NJ<br />

Portland International<br />

Raleigh-Durham<br />

Richmond<br />

Roanoke Regional<br />

Rochester<br />

Ronald Reagan Washington<br />

San Francisco<br />

Seattle-Tacoma<br />

Shreveport Regional<br />

Stewart International<br />

UN Gift Centre, NYC<br />

Union Station, Washington, DC<br />

Washington Dulles<br />

William P. Hobby<br />

World Trade Center PATH, NYC<br />

Canada Calgary, AL, Canada<br />

Halifax, NS<br />

Vancouver, BC, Canada<br />

Dufry faces two quite different forms <strong>of</strong> competition in the travel retail market.<br />

First, the Dufry Group competes with a limited number <strong>of</strong> other major global travel retailers as well as with<br />

regional travel retailers for concessions at airports, seaports and other channels <strong>of</strong> travel. Travel retailers<br />

compete primarily on the basis <strong>of</strong> their experience and reputation in travel retailing, including their relationships<br />

with suppliers and airport or other authorities, their experience in a particular region, their ability to respond to<br />

the needs <strong>of</strong> an airport authority or other landlords for planning and design advice as well as operational ability,<br />

and price, as a concession may be awarded in a tender based upon the highest concession fee <strong>of</strong>fered. In<br />

addition, certain travel retailers have a competitive advantage based upon specific local circumstances.<br />

The global travel retail market is highly fragmented with more than 2,500 players with the top five global<br />

travel retailers accounting for only 31.8 percent <strong>of</strong> the worldwide market for sales to travelers and no one<br />

retailer which has more than a 8 percent share <strong>of</strong> the market. Regional market participants also account for a<br />

significant share <strong>of</strong> their respective markets.<br />

In airport retailing, Dufry’s main competitors in Europe are the major retailers Autogrill (including Aldeasa,<br />

Alpha Airports Group and World Duty Free), The Nuance Group, as well as Gebrüder Heinemann, a Hamburgbased<br />

trading company that specializes in the international travel market. In Eurasia and Asia the Company’s<br />

main competitors are DFS, a subsidiary <strong>of</strong> LVMH, and the Irish state-owned company, Aer Rianta International,<br />

The Nuance Group, and Lotte, the Korean retail conglomerate as well as Dubai Duty Free. In the Americas and<br />

Caribbean, Autogrill and DFS as well as the regional retailers such as Duty Free Americas and Aeroboutique are<br />

the Company’s main competitors for airport retail concessions.<br />

71


After the integration <strong>of</strong> Hudson, the Dufry Group will have a global travel retail market share <strong>of</strong> 7.0<br />

percent.<br />

DFS<br />

Autogrill<br />

Dufry + Hudson<br />

Gebr Heinemann<br />

Duf ry<br />

Nuance<br />

Aer Rianta<br />

Lotte<br />

Duty Free Dubai<br />

3.0%<br />

3.0%<br />

2.6%<br />

72<br />

4.7%<br />

5.2%<br />

7.0%<br />

6.7%<br />

7.6%<br />

7.6%<br />

0% 1% 2% 3% 4% 5% 6% 7% 8%<br />

Source: UBS Research, Generation AB and Dufry.<br />

Hudson faces competition from local North American operators as well as large multinational companies.<br />

The closest competitor is Paradies, based in Atlanta, who, as <strong>of</strong> December 31, 2007, operated 450 stores in 71<br />

airports in the United States and generated estimated revenues <strong>of</strong> about US$ 450 million. In addition, Autogrill<br />

became a strong competitor primarily in the field <strong>of</strong> food and beverages, but as well in the news and gift<br />

business due to its acquisition <strong>of</strong> Host Marriott Services. Lagardère Services operates about 325 news and gift<br />

stores in North America. Further competitors are Delaware North, Buffalo NY, Stellar Partners, Tampa FL,<br />

Borders Group and Travel Traders, Miami FL, which mainly operates in hotels.<br />

In addition to competing with other travel retailers for concessions, Dufry also competes for customers<br />

directly with other travel retailers in many <strong>of</strong> its locations <strong>of</strong> operation, such as airport terminals or railway<br />

stations, and, as its range <strong>of</strong> products increases, indirectly with traditional ‘High Street’ retailers. The level <strong>of</strong><br />

competition varies greatly among the different locations where the Company operates. For example, in some<br />

airport terminals, the Dufry Group is the sole duty-free operator, while in others its shops compete with other<br />

retailers.


Regulation<br />

Dufry’s operations are subject to a range <strong>of</strong> laws and regulations adopted by national, regional and local<br />

authorities in the various jurisdictions in which Dufry operates.<br />

Generally, in the countries where Dufry operates, its duty-free shops are considered to be “bonded<br />

warehouses”, which allows Dufry’s customers to avoid paying special taxes, such as excise and duty, when they<br />

purchase goods while in international transit. This special status subjects Dufry to bonded warehouse regulations<br />

that require, for example, that bonded merchandise not be commingled with domestic and other unbonded<br />

merchandise.<br />

Dufry is also subject to certain truth-in-advertising, general customs, consumer and data protection, product<br />

safety, workers’ health and safety and food product safety regulations that regulate retailers generally and<br />

govern the promotion and sale <strong>of</strong> merchandise in the various jurisdictions in which Dufry operates.<br />

In addition, many airport authorities require Hudson to partner with a Disadvantaged Business Enterprise<br />

(“DBE”). The most common partnership model is the co-ownership <strong>of</strong> the retail location between a DBE and<br />

Hudson through a Joint Venture. These relationships are subject to regulation and compliance oversight.<br />

Properties<br />

Dufry’s head <strong>of</strong>fice is located in Basel, Switzerland where it leases an <strong>of</strong>fice building <strong>of</strong> 1,704 square<br />

meters. In addition, Dufry has leases for its six regional headquarters: in Milan, the Dufry Group leases 611<br />

square meters; in Tunisia, the Dufry Group leases 1,396 square meters; in Sharjah, the Dufry Group leases 343<br />

square meters; in Miami, the Dufry Group leases 2,630 square meters; in Rio de Janeiro, the Dufry Group leases<br />

2,<strong>750</strong> square meters and in East Rutherford, NJ, the Dufry Group leases 5,760 square meters. Management<br />

believes that these facilities are adequate for Dufry’s present needs in all material respects, except <strong>of</strong> East<br />

Rutherford where additional space will be rented.<br />

Employees<br />

As <strong>of</strong> June 30, 2008 Dufry (excluding Hudson) had 7,180 employees (FTE’s), 1,052 in Europe (incl. HQ),<br />

2,383 in North America & Caribbean, 1,963 in South America, 888 in Eurasia and 894 in Africa. The following<br />

table provides details <strong>of</strong> the number <strong>of</strong> employees by region for the years ended December 31, 2005, 2006 and<br />

2007.<br />

73<br />

�umber <strong>of</strong> Employees as at December 31,<br />

Region 2005 2006 2007<br />

Europe (incl. HQ) ........................................................................................... 995 983 1,001<br />

North America & Caribbean ........................................................................... 1,941 2,345 2,469<br />

South America ................................................................................................ 176 1,677 1,882<br />

Eurasia ............................................................................................................ 640 787 867<br />

Africa .............................................................................................................. 667 734 875<br />

Total ................................................................................................................ 4,419 6,526 7,094<br />

As <strong>of</strong> June 30, 2008 Hudson had 4,408 employees (FTE’s). At December 31, 2007 and 2006 Hudson had<br />

4,132 and 3,830 employees, respectively.<br />

Intellectual Property<br />

In its key markets, Dufry either holds the trademark Dufry or its application for the trademark is pending.<br />

For the duty-paid segment, Dufry holds the trademarks Hudson News, Hudson Group and Hudson Booksellers<br />

or its application for the trademark is pending. Either Management believes that Dufry does not own any patents<br />

and does not own any additional trademarks or licenses the absence <strong>of</strong> which could have a material adverse<br />

effect on the Group’s business operations.


Insurance<br />

Dufry has obtained insurance coverage for its operations at levels which Management considers prudent<br />

and in conformity with industry standards. Dufry has taken out global coverage for a variety <strong>of</strong> risks and<br />

activities, including general liability, property (all risks) and business interruption insurance. These insurance<br />

policies generally exclude acts <strong>of</strong> willful misconduct and gross negligence. Dufry intends to continue its practice<br />

<strong>of</strong> obtaining global insurance coverage where practicable, increasing coverage where necessary and reducing<br />

costs. Management does not anticipate any difficulty in obtaining adequate levels <strong>of</strong> insurance in the future.<br />

Interruption <strong>of</strong> Business<br />

In 2005 and 2006, 9 shops located in the state <strong>of</strong> Yucatan, Mexico, were closed for approximately 7 to 12<br />

months due to damages caused by the hurricane Wilma. Most <strong>of</strong> the economical consequences have been<br />

compensated by the respective insurance. In September 2008, the hurricane Ike produced major damages to the<br />

harbor infrastructure <strong>of</strong> the Turks and Caicos Islands. Due to the interruption <strong>of</strong> the passenger flow, this<br />

operation suspended its activities until early October 2008, when the cruise ships reassumed their regular visit to<br />

the islands. Apart from above mentioned interruptions, Dufry has not experienced any material business<br />

interruptions during the past three years.<br />

Legal Proceedings<br />

Dufry has extensive global operations and is both a defendant and a plaintiff in a number <strong>of</strong> court and<br />

administrative proceedings in the various jurisdictions in which it operates. Certain items are provisioned for as<br />

necessary in the ordinary course <strong>of</strong> business and Management believes current provisions are adequate.<br />

However, Dufry is not aware <strong>of</strong> any currently pending or threatening legal proceedings that, individually or in<br />

aggregate, are likely to have a material adverse effect on its business, financial condition or results <strong>of</strong> operation.<br />

74


Board <strong>of</strong> Directors<br />

DIRECTORS A�D MA�<strong>AG</strong>ERS<br />

According to the Company’s Articles <strong>of</strong> Incorporation (the “Articles”), the Board <strong>of</strong> Directors consists <strong>of</strong> at<br />

least three members. Each member <strong>of</strong> the Board <strong>of</strong> Directors is elected for a term <strong>of</strong> maximum five years, with a<br />

year being understood as the period running from one ordinary shareholders’ meeting to the next. Members may<br />

be re-elected. Each year the Board <strong>of</strong> Directors shall be renewed by rotation, to the extent possible in equal<br />

numbers and in such manner that after a period <strong>of</strong> three years, all members will have been subject to re-election.<br />

The members <strong>of</strong> the Board <strong>of</strong> Directors are appointed or removed exclusively by a resolution <strong>of</strong> the<br />

shareholders.<br />

The Board <strong>of</strong> Directors’ non-transferable and inalienable duties according to Swiss company law include<br />

the ultimate direction <strong>of</strong> the business and the supervision <strong>of</strong> the Management. The Board <strong>of</strong> Directors may also<br />

pass resolutions on all matters that are not reserved for the shareholders’ meeting by law or by the Articles (for<br />

more details, see “—Definition <strong>of</strong> areas <strong>of</strong> responsibilities”).<br />

According to the current board regulations (Organisationsreglement) enacted by the Board <strong>of</strong> Directors, the<br />

Board <strong>of</strong> Directors appoints the Chairman and the Vice-Chairman, as well as the Secretary. Resolutions <strong>of</strong> the<br />

Board <strong>of</strong> Directors are passed by the majority <strong>of</strong> the votes cast by the members present. Abstentions have the<br />

effect <strong>of</strong> “no” votes. In case <strong>of</strong> a tie, the acting chairman has the casting vote. No quorum is required for a<br />

resolution implementing capital increases (Feststellungsbeschlüsse) and the amendments <strong>of</strong> the Articles in<br />

connection with capital increases pursuant to art. 651a, 652g and 653g <strong>of</strong> the Swiss Code <strong>of</strong> Obligations.<br />

Resolutions may also be passed by way <strong>of</strong> prospectus resolution without a meeting the Board <strong>of</strong> Directors,<br />

unless one member requests oral discussion. Prospectus resolutions must be approved by a majority <strong>of</strong> the<br />

members <strong>of</strong> the Board <strong>of</strong> Directors.<br />

In accordance with the board regulations, the Board <strong>of</strong> Directors has delegated the operational management<br />

<strong>of</strong> the Company to the Chief Executive Officer. In addition, the Board <strong>of</strong> Directors has established an audit<br />

committee and a nomination and remuneration committee (for more details, see “—Board Committees”).<br />

The following table sets forth the name and terms <strong>of</strong> the current seven members <strong>of</strong> the Board <strong>of</strong> Directors,<br />

followed by a short description <strong>of</strong> each member’s business experience, education and activities:<br />

�ame<br />

75<br />

Year <strong>of</strong><br />

first election<br />

End <strong>of</strong><br />

term<br />

Juan Carlos Torres Carretero ......................................................................................... 2003 2011<br />

Ernest George Bachrach ................................................................................................ 2004 2011<br />

Xavier Bouton ............................................................................................................... 2005 2009<br />

Jaime Carvajal Urquijo ................................................................................................ 2006 2011<br />

Mario Fontana ............................................................................................................... 2005 2010<br />

Luis Andrés Holzer Neumann ....................................................................................... 2004 2010<br />

Joaquin Moya-Angeler Cabrera ..................................................................................... 2005 2010<br />

Juan Carlos Torres Carretero is the chairman <strong>of</strong> Dufry’s Board <strong>of</strong> Directors. He is the Managing Director<br />

and senior partner in charge <strong>of</strong> Advent International Corporation’s investment activities in Latin America. He<br />

serves as a member <strong>of</strong> the board <strong>of</strong> directors <strong>of</strong> Aeroplazas SA de CV, Inmobiliaria Fumisa SA de CV, Dufry<br />

South America Ltd, Hildebrando S.A. de C.V., Controladora Milano S.A. de C.V., International postal Service,<br />

International Meal Corporation, Nuevo Banco Comercial, Uruguay and Gayoso S.A. de CV. Mr Torres<br />

Carretero holds an MS in physics from the Universidad Complutense de Madrid and an MS in management<br />

from MIT’s Sloan School <strong>of</strong> Management. Mr Torres Carretero was born in 1949 and is a citizen <strong>of</strong> Spain.<br />

Ernest George Bachrach is the vice chairman <strong>of</strong> Dufry’s Board <strong>of</strong> Directors. He is the Chief Executive<br />

Latin America for Advent’s Latin American investment program and a senior partner and a member <strong>of</strong> the<br />

executive committee <strong>of</strong> Advent International Corporation. He serves as a member <strong>of</strong> the board <strong>of</strong> directors <strong>of</strong><br />

Dufry South America Ltd, Bunge Group, NBC, Impactos, Frecuencia y Cobertura en Medios, SA de CV,<br />

Hipotecaria Casa Mexicana, Grupo Gassoyo, Controladora Milano, International Meal Company, Latin<br />

American Airport Holding and Scitum Integracion, S.A. de C.V. Mr. Bachrach holds a BS in chemical<br />

engineering from Lehigh University and an MBA from Harvard Business School. Mr. Bachrach was born in<br />

1952 and is a citizen <strong>of</strong> the United States.


Xavier Bouton is chairman <strong>of</strong> the board <strong>of</strong> directors <strong>of</strong> F.S.D.V. (Fayenceries de Sarreguemines, Digoin &<br />

Vitry le François) and member <strong>of</strong> the board <strong>of</strong> directors <strong>of</strong> ADL Partner. Mr. Bouton holds a diploma in<br />

economics and finance from l’Institut d’Etudes Politiques de Bordeaux and a doctorate in economics and<br />

business administration from the University <strong>of</strong> Bordeaux. Mr. Bouton was born in 1950 and is a citizen <strong>of</strong><br />

France.<br />

Jaime Carvajal Urquijo is a partner <strong>of</strong> Advent International Corporation and a chairman <strong>of</strong> Advent<br />

International Advisory S.L., Ericsson Espãna S.A. and Asea Brown Boveri S.A. He is vice chairman <strong>of</strong> Grupo<br />

Ferrovial and serves as a member <strong>of</strong> the board <strong>of</strong> directors <strong>of</strong> Aviva S.A., Solvay Iberica S.A. and HUNE, S.A.<br />

Mr. Urquijo holds a Master in Law from the University <strong>of</strong> Madrid and a Master <strong>of</strong> Arts (Economics) from<br />

Cambridge University. Mr. Urquijo was born in 1939 and is a citizen <strong>of</strong> Spain.<br />

Mario Fontana serves as member <strong>of</strong> the board <strong>of</strong> directors <strong>of</strong> Hexagon AB, Inficon, Swissquote and X.Rite.<br />

Mr. Fontana has studied engineering at the Swiss Federal Institute <strong>of</strong> Technology and holds a Master <strong>of</strong> Science<br />

<strong>of</strong> the Georgia Institute <strong>of</strong> Technology. Mr. Fontana was born in 1946 and is a Swiss citizen.<br />

Luis Andrés Holzer �eumann is the president <strong>of</strong> Grupo Industrial Omega, S.A. de C.V., the holding<br />

company <strong>of</strong> Holzer y CÍA, S.A. de C.V., Industria Nacional de Relojes Suizos, S.A. de C.V., Consorcio<br />

Metropolitano Inmobiliario, S.A. de C.V., Inmobiliara Coapa Larca, S.A. de C.V., Inmobiliara Castellanos, S.A.<br />

de C.V. and Negocios Creativos, S.A. de C.V. He is the chairman <strong>of</strong> Aeroplazas de Méxicos, S.A. de C.V. and<br />

Inmobiliaria Fumisa S.A. de C.V. and serves as a member <strong>of</strong> the board <strong>of</strong> directors <strong>of</strong> Opequimar, S.A. de C.V.<br />

and Grupo Domit. Mr. Holzer Neumann is a graduate <strong>of</strong> Boston University and holds an MBA from Columbia<br />

University. Mr. Holzer Neumann was born in 1950 and is a citizen <strong>of</strong> Mexico.<br />

Joaquin Moya-Angeler Cabrera is the chairman <strong>of</strong> Redsa, S.A., Hildebrando S.A. de C.V., Presenzia,<br />

Corporación Tecnológica Andalucia, Trustees University <strong>of</strong> Almeria, La Quinta Group, Inmoan S.L. and<br />

Avalon Private Equity. He serves as a member <strong>of</strong> the board <strong>of</strong> directors <strong>of</strong> Indra Sistemas SA, Corporación<br />

TEYPE, Palamon Capital Partners and MCH Private Equity. Mr. Moya-Angeler Cabrera holds a master’s<br />

degree in mathematics from the University <strong>of</strong> Madrid, a diploma in economics and forecasting from the London<br />

School <strong>of</strong> Economics and Political Science and an MBA from MIT’s Sloan School <strong>of</strong> Management. Mr. Moya-<br />

Angeler Cabrera was born in 1949 and is a citizen <strong>of</strong> Spain.<br />

Definition <strong>of</strong> areas <strong>of</strong> responsibility<br />

The Board <strong>of</strong> Directors is the ultimate corporate body <strong>of</strong> the Company. It further represents the Company<br />

towards third parties and shall manage all matters which by law, Articles <strong>of</strong> Incorporation or regulation have not<br />

been delegated to another body <strong>of</strong> the Company. In accordance with the Board Regulations<br />

(Organisationsreglement), the Board <strong>of</strong> Directors has delegated the operational management <strong>of</strong> the Company to<br />

the Chief Executive Officer who is responsible for the overall management <strong>of</strong> the Dufry Group.<br />

The Board <strong>of</strong> Directors decides on all activities <strong>of</strong> the Company for which it is responsible under Swiss law<br />

(especially art. 716a <strong>of</strong> the Swiss Code <strong>of</strong> Obligations on non-transferable and inalienable duties <strong>of</strong> the Board <strong>of</strong><br />

Directors), the Articles, and the organizational regulations. According to article 15 <strong>of</strong> the Articles, the Board <strong>of</strong><br />

Directors has sole authority for the following matters:<br />

ultimate direction <strong>of</strong> the business <strong>of</strong> the Company and the power to give the necessary directives;<br />

determination <strong>of</strong> the organization <strong>of</strong> the Company;<br />

administration <strong>of</strong> the accounting system, financial control and financial planning;<br />

appointment and removal <strong>of</strong> the members <strong>of</strong> the committees installed by itself and <strong>of</strong> the persons<br />

entrusted with the management and representation <strong>of</strong> the Company, as well as the determination <strong>of</strong><br />

their signatory power;<br />

ultimate supervision <strong>of</strong> the persons entrusted with the management <strong>of</strong> the Company, in particular with<br />

respect to their compliance with the law, the Articles, regulations and directives;<br />

preparation <strong>of</strong> the business report and the meetings <strong>of</strong> shareholders and carrying out the resolutions<br />

adopted by the meeting <strong>of</strong> shareholders;<br />

76


notification <strong>of</strong> the judge if liabilities exceed assets;<br />

passing <strong>of</strong> resolutions regarding the subsequent payment <strong>of</strong> capital with respect to non-fully paid-in<br />

shares;<br />

passing <strong>of</strong> resolutions confirming increases in share capital and the amendments to the Articles entailed<br />

thereby;<br />

non-delegable and inalienable duties and powers <strong>of</strong> the board <strong>of</strong> directors pursuant to the Swiss Merger<br />

Act;<br />

examination <strong>of</strong> the pr<strong>of</strong>essional qualifications <strong>of</strong> the statutory auditors;<br />

approval <strong>of</strong> any non-operational or non-recurring transaction not included in the annual budget and<br />

exceeding the amount <strong>of</strong> CHF 2,000,000;<br />

issuance <strong>of</strong> convertible debentures, debentures with option rights or other financial market instruments;<br />

approval <strong>of</strong> the annual investment and operating budgets <strong>of</strong> the Company and the Dufry Group; and<br />

approval <strong>of</strong> the executive regulations promulgated in accordance with these Regulations.<br />

Board Committees<br />

The Board <strong>of</strong> Directors has established an Audit Committee and a Nomination and Remuneration<br />

Committee to further strengthen the corporate governance structure <strong>of</strong> the Company. Both Committees are<br />

assisting the Board <strong>of</strong> Directors in fulfilling its duties and have also decision authority to the extent described<br />

below.<br />

Audit Committee<br />

The Audit Committee currently consists <strong>of</strong> Joaquin Moya-Angeler Cabrera (Chairman), Juan Carlos Torres<br />

Carretero and Mario Fontana, all <strong>of</strong> which are non-executive and independent members <strong>of</strong> the Board <strong>of</strong><br />

Directors. An independent member is a non-executive member, has not been an executive member in the last<br />

three years and does not have major business relations with the Company.<br />

The Audit Committee assists the Board <strong>of</strong> Directors in fulfilling its duties <strong>of</strong> supervision <strong>of</strong> management. It<br />

is responsible for the review <strong>of</strong> the performance and independence <strong>of</strong> the external auditors, the review <strong>of</strong> the<br />

audit plan and the audit results and the monitoring <strong>of</strong> the implementation <strong>of</strong> the findings by management, the<br />

review <strong>of</strong> the internal audit function and concept, the assessment <strong>of</strong> the risk management and the decision on<br />

proposed measures to reduce risks, the review <strong>of</strong> the compliance with the internal audit and risk management, as<br />

well as the review to propose whether the Board <strong>of</strong> Directors should accept the Company’s accounts.<br />

The Audit Committee regularly reports to the Board <strong>of</strong> Directors on its decisions, assessments, findings and<br />

proposes appropriate actions. The Audit Committee generally meets at the same dates the Board <strong>of</strong> Directors<br />

meetings take place, although the Chairman may call meetings as <strong>of</strong>ten as business requires. The length <strong>of</strong> the<br />

meetings lasted usually for about 3 to 4 hours in fiscal year 2007, during which the Audit Committee held 6<br />

meetings.<br />

�omination and Remuneration Committee<br />

The Nomination and Remuneration Committee currently consists <strong>of</strong> Ernest George Bachrach (Chairman),<br />

Luis Andrés Holzer Neumann and Juan Carlos Torres Carretero.<br />

The Nomination and Remuneration Committee assists the Board <strong>of</strong> Directors in fulfilling its nomination<br />

and remuneration related matters. It is responsible to assure the long-term planning <strong>of</strong> appropriate appointments<br />

to the positions <strong>of</strong> the CEO and the Board <strong>of</strong> Directors, as well as for the review <strong>of</strong> the remuneration system <strong>of</strong><br />

the Company and for proposals in relation thereto to the Board <strong>of</strong> Directors. The Nomination and Remuneration<br />

Committee makes proposals in relation to the remuneration <strong>of</strong> the Chief Executive Officer and <strong>of</strong> the members<br />

<strong>of</strong> the Board <strong>of</strong> Directors. The Board <strong>of</strong> Directors has the ultimate authority to approve such proposals. The<br />

Nomination and Remuneration Committee decides on the overall size <strong>of</strong> the Restricted Stock Unit (“RSU”)<br />

77


plan to be granted under the Company’s current RSU plan and makes proposals on the grant <strong>of</strong> options or other<br />

securities under any other management incentive plan <strong>of</strong> the Company, if any.<br />

The Nomination and Remuneration Committee meets as <strong>of</strong>ten as business requires. The meetings usually<br />

lasted for about 2 to 3 hours in fiscal year 2007, during which the Nomination and Remuneration Committee<br />

held 2 meetings.<br />

Dufry Group Executive Committee<br />

As <strong>of</strong> the date <strong>of</strong> this <strong>Listing</strong> Prospectus, the Dufry Group Executive Committee comprises ten executives.<br />

The Dufry Group Executive Committee, under the control <strong>of</strong> the CEO and the Board <strong>of</strong> Directors, conducts the<br />

operational management <strong>of</strong> the Company pursuant to the Company’s board regulations. The CEO reports to the<br />

Board <strong>of</strong> Directors on a regular basis.<br />

The following table sets forth the name and date <strong>of</strong> appointment <strong>of</strong> the current ten members <strong>of</strong> the Dufry<br />

Group Executive Committee, followed by a short description <strong>of</strong> each member’s business experience, education<br />

and activities:<br />

�ame Appointed<br />

Julián Díaz González ............................................................................................................ 2004<br />

Xavier Rossinyol .................................................................................................................. 2004<br />

José Antonio Gea .................................................................................................................. 2004<br />

Pascal C. Duclos ................................................................................................................... 2005<br />

Dante Marro .......................................................................................................................... 2002<br />

Miguel Ángel Martínez ........................................................................................................ 2004<br />

René Riedi ............................................................................................................................ 2001<br />

José H. Gonzalez .................................................................................................................. 2002<br />

José Carlos Costa da Silva Rosa ........................................................................................... 2006<br />

Joseph DiDomizio ................................................................................................................ 2008<br />

Julián Díaz González is Dufry’s Chief Executive Officer. Before his current role at Dufry, Mr. Díaz was the<br />

General Manager <strong>of</strong> Latinoamericana Duty-Free, SA de CV from 2000 to 2006. Prior to that, he held various<br />

managerial and business positions at Aeroboutiques de Mexico SA de CV and Deor SA de CV from 1997 to<br />

2000 and was a Division Director at Aldeasa from 1993 to 1997. From 1989 to 1993, Mr. Díaz was a General<br />

Manager at TNT Leisure SA. Mr. Díaz earned a degree in business administration from Universidad Pontificia<br />

Comillas de Madrid in 1980. He was born in 1958 and is a citizen <strong>of</strong> Spain.<br />

Xavier Rossinyol is Dufry’s Chief Financial Officer. Before his current role at Dufry, Mr. Rossinyol held<br />

various positions at Grupo Áreas from 1995 onwards with responsibility for finance, controlling and strategic<br />

planning and left the Áreas Group as its Development Director in 2006. Mr. Rossinyol earned a bachelor’s<br />

degree and master’s degree in business administration from Escuela Superior de Administración y Dirección de<br />

Empresas and from University <strong>of</strong> British Columbia in 1993 and a master’s degree in business law in 1994 from<br />

Universidad Pompeu Fabra. Mr. Rossinyol was born in 1970 and is a citizen <strong>of</strong> Spain.<br />

José Antonio Gea is Dufry’s Global Chief Operating Officer. Before his current role at Dufry, Mr. Gea held<br />

various managerial positions at Aldeasa from 1995 onwards and left Aldeasa as its Director <strong>of</strong> Operations in<br />

2006. Prior to that, he held various positions at TNT Express España, SA from 1989 onwards and was the<br />

Director <strong>of</strong> its Blue Cow Division from 1993 to 1995. Mr. Gea earned a degree in economics and business<br />

sciences from Colegio Universitario de Estudios Financieros in 1987 and was born in 1963. He is a citizen <strong>of</strong><br />

Spain.<br />

Pascal C. Duclos is Dufry’s Group General Counsel and Secretary <strong>of</strong> the Board. Before his current role at<br />

Dufry, Mr. Duclos was a senior foreign associate at the Buenos Aires law firm Beretta Kahale Godoy from 2006<br />

to 2007 and he was a financial planner at UBS <strong>AG</strong> in New York from 2001 to 2005. Prior to that, he was an<br />

associate at the New York law firm Kreindler & Kreindler from 1999 to 2001 and a senior associate at the<br />

Geneva law firm Martin & David<strong>of</strong>f from 1991 to 1997. Mr. Duclos earned a licence en droit from Geneva<br />

University Law School and a master’s degree in law from Duke University School <strong>of</strong> Law. He was born in 1967<br />

and is a Swiss citizen.<br />

78


Dante Marro is Dufry’s Chief Operating Officer, Region Europe. Before joining Dufry in 1981, he served<br />

as a public administrator and as an administrator <strong>of</strong> the Airport Milano and the Association Airports Italia. He<br />

held various managerial positions at Dufrital SpA as General Manager and Chairman <strong>of</strong> the Board (1987–1992)<br />

and acted as General Manager and Board Delegate <strong>of</strong> all Italian companies belonging to the Group from 1992–<br />

2002. Mr. Marro holds graduate degrees in architecture and business administration and was born in 1944. He is<br />

a citizen <strong>of</strong> Italy. See also “Major Shareholders and Related Party Transactions.”<br />

Miguel Ángel Martínez is Dufry’s Chief Operating Officer, Region Africa. Before his current role at Dufry,<br />

Mr. Martínez was the general manager at Select Service Partner’s subsidiary Madrid Trade Fair Center from<br />

1998 to 2003. Prior to that, he held various managerial positions at Aldeasa SA from 1991 to 1998 and was the<br />

store manager at C&A Valencia and Mallorca from 1986 to 1991. Mr. Martínez holds a bachelor’s <strong>of</strong> science<br />

degree in economics and business administration from the Universidad de León and was born in 1961. He is a<br />

citizen <strong>of</strong> Spain.<br />

René Riedi is Dufry’s Chief Operating Officer, Region Eurasia. Before joining the Company in 1993, he<br />

worked in product marketing and international sales at Unilever. Mr. Riedi holds a degree in business<br />

administration from the School <strong>of</strong> Economy and Business Administration Zurich and was born in 1960. He is a<br />

Swiss citizen.<br />

José H. Gonzalez is Dufry’s Chief Operating Officer, Region America & Caribbean. Before joining the<br />

Company in 1991, Mr. Gonzalez had been active in the retail and wholesale industry in North, Central and<br />

South America for more than 25 years. He holds a bachelor’s <strong>of</strong> arts degree from Prieto University, Cuba and<br />

was born in 1946. Mr. Gonzalez is a citizen <strong>of</strong> the United States. See also “Major Shareholders and Related<br />

Party Transactions.”<br />

José Carlos Costa da Silva Rosa is Dufry’s Chief Operating Officer, Region South America. Before joining<br />

the Company in 2006, Mr. Costa da Silva Rosa was Retail Director at ANA-Aeropuertos de Portugal AS from<br />

2000 to 2006. Prior to that, he was director <strong>of</strong> property management <strong>of</strong> Richard Ellis from 1993 to 1994 and<br />

general director <strong>of</strong> Amoreiras Gest. from 2000 to 2006. He holds a Military and Civil Engineer’s degree from<br />

the Academia Militar <strong>of</strong> Portugal and was born in 1955. He is a citizen <strong>of</strong> Portugal.<br />

Joseph DiDomizio is Dufry’s Chief Operating Officer, Region Hudson. Before joining the Company in<br />

2008, Mr. Joseph DiDomizio worked 16 years for the Hudson group. He held several managerial positions in<br />

the Hudson Group, from April 2008 onwards as its president and CEO. He holds a Bachelor <strong>of</strong> Arts degree in<br />

Marketing and Business Administration from the University <strong>of</strong> Bridgeport and was born in 1970. He is a citizen<br />

<strong>of</strong> the United States.<br />

Board <strong>of</strong> Directors, Management Remuneration System and Employee Participation<br />

The Board <strong>of</strong> Directors determines the amount <strong>of</strong> the fixed remuneration <strong>of</strong> its members, taking into<br />

account their responsibilities, experience, and the time they invest in their activity as members <strong>of</strong> the Board <strong>of</strong><br />

Directors. The Nomination and Remuneration Committee makes proposals in relation to the compensation <strong>of</strong><br />

the members <strong>of</strong> the Board <strong>of</strong> Directors. Extraordinary assignments or work which a member <strong>of</strong> the Board <strong>of</strong><br />

Directors accomplishes outside <strong>of</strong> his activity as a Board member is specifically remunerated and is approved by<br />

the Board <strong>of</strong> Directors. In addition, the members <strong>of</strong> the Board <strong>of</strong> Directors are reimbursed all reasonable cash<br />

expenses properly incurred by them in the discharge <strong>of</strong> their duties.<br />

Members <strong>of</strong> the Group Executive Committee receive compensation packages, which consist <strong>of</strong> a basic<br />

salary in cash and a performance related cash bonus. The bonus is defined once per year and depends on the<br />

overall financial results <strong>of</strong> the Group and <strong>of</strong> specific sub-divisions there<strong>of</strong>, as well as on achieving defined goals<br />

by each individual person. The bonus part <strong>of</strong> the compensation for the Group Executive Committee represented<br />

in 2007 19.5 percent <strong>of</strong> its total compensation and amounted to CHF 1.9 million in the aggregate. In addition,<br />

fringe benefits such as health insurance in an amount <strong>of</strong> CHF 0.1 million in aggregate have been granted to<br />

certain members.<br />

In addition, the Company has a RSU plan for certain members <strong>of</strong> the Management as further described in<br />

N 36 <strong>of</strong> Dufry’s Consolidated Financial Statements 2007 (see F-57 seq.). Further, Dufry concluded several<br />

agreements with certain managers <strong>of</strong> Hudson, regarding their participation in the RSU plan and special share<br />

based compensation. A first grant to these managers will not be made before January 1, 2009. Besides the RSU<br />

plan, there is no employee participation plan in place by which employees at all levels could participate in the<br />

capital <strong>of</strong> Dufry.<br />

79


Compensation <strong>of</strong> Directors and Management<br />

As to the compensation <strong>of</strong> the Board <strong>of</strong> Directors and the Group Executive Committee, refer to F-68.<br />

Share and Option Holdings by Directors and Management<br />

As to the percentage amount <strong>of</strong> the voting rights in Dufry held by the members <strong>of</strong> the Board <strong>of</strong> Directors<br />

and <strong>of</strong> the Group Executive Committee and the option rights on <strong>Shares</strong> <strong>of</strong> Dufry, refer to F-68.<br />

Corporate Governance<br />

In addition to the relevant provisions in the Swiss Code <strong>of</strong> Obligations, two sets <strong>of</strong> rules regarding corporate<br />

governance were introduced in Switzerland in July 2005: the Swiss Code <strong>of</strong> Best Practice for Corporate<br />

Governance (the “Swiss Code”) <strong>of</strong> Economiesuisse, the largest umbrella organization representing Swiss<br />

business establishments, and the Directive on Information Relating to Corporate Governance <strong>of</strong> 17 April 2005<br />

<strong>of</strong> the SIX Swiss Exchange (the “CGD”). The Swiss Code is non-binding and recommends good corporate<br />

standards in line with international business practice. The CGD is binding for Swiss companies whose shares are<br />

listed on SIX and requires them to disclose in their annual report important information on the management and<br />

control mechanisms at the highest corporate level (or to give specific reasons why this information is not<br />

disclosed).<br />

80


Major Shareholders<br />

MAJOR SHAREHOLDERS A�D RELATED PARTY TRA�SACTIO�S<br />

The following table shows, based on information provided to the Company by its shareholders, the holdings<br />

<strong>of</strong> its shareholders, expressed in number <strong>of</strong> <strong>Shares</strong> and percentages <strong>of</strong> the issued and outstanding <strong>Shares</strong> <strong>of</strong> the<br />

Company as <strong>of</strong> the date <strong>of</strong> this <strong>Listing</strong> Prospectus.<br />

Shareholder Type <strong>of</strong> <strong>Shares</strong> �umber <strong>of</strong> <strong>Shares</strong> Percentage<br />

Global Retail Group S.à r.l. (1) .................................................. <strong>Registered</strong> <strong>Shares</strong><br />

Travel Retail Investment SCA<br />

9,036,147 47.03<br />

(2) .................................<br />

Petrus PTE Ltd (3) ................................................................<br />

Witherspoon Investments LLC (4) ................................<br />

Advent International Corporation (5) ................................<br />

Hudson Media Inc. (6) .............................................................. <strong>Registered</strong> <strong>Shares</strong> 1,154,677 6.01<br />

Julius Baer Investment Management LLC (7) ........................... <strong>Registered</strong> <strong>Shares</strong> 950,868 4.95<br />

Egerton Capital Limited Partnership (8) ................................ <strong>Registered</strong> <strong>Shares</strong> 858,478 4.47<br />

Wellington Management Company LLP (9) .............................. <strong>Registered</strong> <strong>Shares</strong> 706,671 3.68<br />

Public shareholders ................................................................ <strong>Registered</strong> <strong>Shares</strong> 6,507,113 33.86<br />

Total share capital ................................................................ 19,213,954 100.00<br />

(1)<br />

76 Grand Rue, L-1660 Luxembourg City, Grand Duchy <strong>of</strong> Luxembourg.<br />

(2)<br />

76 Grand Rue, L-1660 Luxembourg City, Grand Duchy <strong>of</strong> Luxembourg.<br />

(3)<br />

8 Cross Street, #11-00 PWC Building, Singapore 048424.<br />

(4)<br />

1209 Orange Street, Wilmington, DE 19801, USA.<br />

(5)<br />

75 State Street, Boston, MA 02109, USA.<br />

(6)<br />

One Meadowlands Plaza, Suite 902, East Rutherford, NJ 07073, USA. Hudson Media Inc. is controlled by James Cohen,<br />

c/o Hudson Media Inc., One Meadowlands Plaza, Suite 902, East Rutherford, NJ 07073, USA.<br />

(7)<br />

330 Madison Avenue, Suite 12A, New York, NY 10017, USA.<br />

(8)<br />

2 George Yard, London EC3V 9DH, United Kingdom.<br />

(9)<br />

75 State Street, Boston, MA 02109, USA.<br />

Global Retail Group S.à r.l., Travel Retail Investment SCA, Petrus PTE Ltd, Witherspoon Investments LLC<br />

and Advent International Corporation constitute a group for purposes <strong>of</strong> the disclosure obligation pursuant to<br />

article 20 SESTA. Travel Retail Investment SCA and Global Retail Group S.à r.l. are direct shareholders <strong>of</strong><br />

Dufry <strong>AG</strong>. Both Travel Retail Investment SCA and Global Retail Group S.à r.l. are controlled by funds<br />

managed by Advent International Corporation; other shareholders <strong>of</strong> Travel Retail Investment SCA are Petrus<br />

PTE Ltd and Witherspoon Investments LLC. The contact person <strong>of</strong> the group is Mr. Jefferson M. Case (1 617<br />

951 9400).<br />

As <strong>of</strong> October 2, 2008, Advent-Hudson, LLC has been liquidated and its assets (consisting solely <strong>of</strong> shares<br />

<strong>of</strong> Hudson Group) have been distributed to its members, with Global Retail Group S.à r.l. receiving 83.5 percent<br />

<strong>of</strong> such assets in the liquidation. As <strong>of</strong> the closing <strong>of</strong> the transactions contemplated by the Merger Agreement,<br />

the share capital increase out <strong>of</strong> authorized share capital (Kapitalerhöhung aus genehmigtem Kapital) <strong>of</strong> Dufry<br />

has been filed with the commercial register in Basel and has been published in the Swiss Official Gazette <strong>of</strong><br />

Commerce on October 17, 2008. As a consequence <strong>of</strong> these transactions, the identity <strong>of</strong> individual group<br />

members has changed. As closing <strong>of</strong> these transactions has taken place, Hudson Media Inc. and all <strong>of</strong> the<br />

members <strong>of</strong> Advent-Hudson, LLC (other than Global Retail Group S.à r.l.) are no longer members <strong>of</strong> the group.<br />

On September 3, 2008, Dufry signed a merger agreement with, among others, Hudson Group, which was<br />

majority owned by funds managed by Advent International Corporation. The transaction included a merger<br />

essentially resulting in an exchange <strong>of</strong> shares <strong>of</strong> Hudson Group’s common stock for equity <strong>of</strong> Dufry. The<br />

consideration for equity <strong>of</strong> Hudson Group was structured as a merger, whereby the non-Dufry shareholders <strong>of</strong><br />

Hudson Group received an aggregate <strong>of</strong> 4,<strong>218</strong>,<strong>750</strong> registered shares <strong>of</strong> Dufry, which have been sourced from<br />

81


Dufry’s existing authorised capital (genehmigtes Kapital), as well as zero-coupon MCNs, which will initially be<br />

convertible into 932,704 registered shares <strong>of</strong> Dufry at no premium, which have been sourced from Dufry’s<br />

existing conditional capital (bedingtes Kapital). The exchange ratio, at which the shares <strong>of</strong> Dufry and the MCNs<br />

have been issued, has been determined based on the 3-month weighted average price <strong>of</strong> the shares <strong>of</strong> Dufry <strong>of</strong><br />

CHF 85 per share and valued 100 percent <strong>of</strong> Hudson Group’s equity. As <strong>of</strong> closing <strong>of</strong> the transactions, the share<br />

capital increase out <strong>of</strong> authorized capital (Kapitalerhöhung aus genehmigtem Kapital) <strong>of</strong> Dufry has been filed<br />

with the commercial register in Basel and has been published in the Swiss Official Gazette <strong>of</strong> Commerce on<br />

October 17, 2008.<br />

Related Party Transactions<br />

Advent International Corporation as well as entities under their control participated in the common<br />

acquisition <strong>of</strong> our business in Brazil (incl. Eurotrade) at the end <strong>of</strong> March 2006. In December 2006, they sold<br />

their participation in Dufry South America Ltd on the Initial Public Offering in the São Paulo and Luxembourg<br />

stock exchanges. Their part in the transaction costs related to this Initial Public Offering presents at the end <strong>of</strong><br />

December 31, 2007 a balance receivable <strong>of</strong> CHF 2.7 million (2006: CHF 6.5 million).<br />

Dufry Mexico SA de CV operates shops at Mexico City’s Benito Juarez Airport under agreements with<br />

Inmobiliaria Fumisa, SA de CV. Advent International Corp., the entity managing the funds that controls the<br />

Company’s largest shareholder, also manages other funds that control Inmobiliaria Fumisa, SA de CV. In<br />

addition, three <strong>of</strong> the members <strong>of</strong> the Company’s Board <strong>of</strong> Directors are also directors <strong>of</strong> Inmobiliaria Fumisa,<br />

SA de CV. According to the concession agreements, the Company is required to compensate Inmobiliaria<br />

Fumisa SA de CV through monthly fee payments for the use <strong>of</strong> the shops at the Mexico City Airport. In 2007,<br />

total rent amounted to CHF 22.8 million (2006: CHF 20.1 million). For the first six months <strong>of</strong> 2008, total rent<br />

amounted to CHF 10.5 million (2007: CHF 11.3 million).<br />

In September 2008, funds controlled by Advent International Corporation acquired Aeropuertos<br />

Dominicanos Siglo XXI SA (“AERODOM”), the leading airport group in the Dominican Republic. The lease<br />

agreements between Aerodom and the Dufry Group regarding the premises in the Dominican Republic, as well<br />

as the existing concession agreement, remained unchanged after this transaction.<br />

In addition to his employment relationship with the Group, Mr. Dante Marro, Chief Operating Officer for<br />

region Europe and member <strong>of</strong> the Group Executive Committee, acting through Gestione Spazi Attrezzati Srl<br />

(„GSAS“), was granted rights <strong>of</strong> usufruct over 10 percent <strong>of</strong> the Company’s shareholding in its wholly owned<br />

subsidiary Dufry Shop Finance Limited Srl in 2002. The rights <strong>of</strong> usufruct granted to GSAS, which will expire<br />

at the latest on December 31, 2020, permit it to enjoy the benefits <strong>of</strong> share ownership, including the receipt <strong>of</strong><br />

dividends, even though the shares remain vested in a subsidiary. Upon expiration <strong>of</strong> the rights <strong>of</strong> usufruct,<br />

provided that the total pr<strong>of</strong>its <strong>of</strong> the aforementioned company shall not have been declared as dividends, GSAS<br />

shall be entitled to receive 10 percent, <strong>of</strong> all withheld pr<strong>of</strong>its accumulated as reserves on the balance sheet <strong>of</strong><br />

Dufry Shop Finance Limited Srl as at December 31, 2020. In 2007, the amount <strong>of</strong> usufruct paid amounted to<br />

CHF 0.5 million (2006: CHF 0.2 million). During the six month period ended June 30, 2008, and June 30, 2007<br />

no amounts have been paid.<br />

In addition to his employment relationship with the Group, Mr. José González, Chief Operating Officer for<br />

region North America & Caribbean and member <strong>of</strong> the Group Executive Committee, owns 26.3 percent <strong>of</strong> the<br />

share capital <strong>of</strong> the subsidiary Puerto Libre International SA (“PLISA”). PLISA operates duty-free shops at the<br />

international airport <strong>of</strong> Managua as well as three border shops in Nicaragua.<br />

Pevazi Inc. supplied goods equivalent to the amount <strong>of</strong> CHF 0.2 million (2006: CHF 0.2 million). Pevazi<br />

Inc. is related to a member <strong>of</strong> the Board <strong>of</strong> Directors <strong>of</strong> Dufry Ltd.<br />

Except for Mr. Xavier Bouton who received CHF 250,000 (2006: CHF 250,000) for strategic consulting<br />

services provided to the Company during the year 2007, there are no additional fees or remunerations billed to<br />

Dufry Ltd or one <strong>of</strong> its subsidiaries by members <strong>of</strong> the Board <strong>of</strong> Directors, the Group Executive Committee or<br />

parties closely linked to such persons as defined in the CGD.<br />

82


THE COMPA�Y<br />

Incorporation, corporate name, registration and registered <strong>of</strong>fice<br />

The Company is formed as a stock corporation (Aktiengesellschaft), organized with limited liability under<br />

the laws <strong>of</strong> Switzerland. The incorporators were Stephan Werthmüller, Carl Eicher and Juan Carlos Torres<br />

Carretero, at that time members <strong>of</strong> the Board <strong>of</strong> Directors <strong>of</strong> the Company. The Company was established on<br />

November 3, 2003 and registered on November 4, 2003, in the commercial register <strong>of</strong> the Canton <strong>of</strong> Basel-<br />

Stadt, Switzerland under the name Sintres Holding <strong>AG</strong>, and has changed its name to Dufry <strong>AG</strong> on November<br />

17, 2005. It has its registered <strong>of</strong>fice and principal business <strong>of</strong>fice at Hardstrasse 95, 4052 Basel, Switzerland and<br />

is registered in the commercial register under the number CH-270.3.013.316-3.<br />

Purpose <strong>of</strong> the Company, duration and business year<br />

The business purpose <strong>of</strong> the Company, according to article 2 <strong>of</strong> its Articles (Statuten), is to acquire, to hold,<br />

to administer continuously, to sell and to finance participations in companies <strong>of</strong> all kinds in Switzerland and<br />

abroad. The Company may open branch <strong>of</strong>fices, subsidiaries and agencies in Switzerland and abroad. It may<br />

also acquire, hold and sell real estate. It may grant guarantees or other securities in relation to liabilities <strong>of</strong><br />

affiliated companies. In addition, the Company may engage in any other commercial, financial and other activities<br />

which are linked directly or indirectly to the purpose <strong>of</strong> the Company.<br />

The Company has been established for an unlimited duration (article 1 <strong>of</strong> the Articles) and its financial year<br />

corresponds to the calendar year.<br />

�otices <strong>of</strong> the Company<br />

According to article 22 <strong>of</strong> its Articles, the Company’s <strong>of</strong>ficial publications are made in the Swiss Official<br />

Gazette <strong>of</strong> Commerce (“Schweizerisches Handelsamtsblatt”). Notices <strong>of</strong> the Company to the shareholders are<br />

made by the same means as for <strong>of</strong>ficial publications <strong>of</strong> the Company or by ordinary mail to the shareholders<br />

registered in the Company’s share register (Aktienbuch).<br />

Notices required under the <strong>Listing</strong> Rules will be published in two Swiss newspapers with national<br />

circulation, one such newspaper being in German and the other in French.<br />

Dufry Group Structure<br />

A list <strong>of</strong> significant subsidiaries <strong>of</strong> the Company (as at December 31, 2007) appears on page F-59 seq. <strong>of</strong><br />

this <strong>Listing</strong> Prospectus. One <strong>of</strong> these subsidiaries, DSA, in which Dufry holds 51 percent, is listed on the<br />

Luxembourg Stock Exchange and issued Brazilian Depositary Receipts listed on the BOVESPA.<br />

Dufry has no unconsolidated holdings which would account for more than 10 percent <strong>of</strong> the equity capital<br />

<strong>of</strong> the Dufry Group or for more than 10 percent <strong>of</strong> its consolidated net earnings.<br />

83


SHARE CAPITAL A�D SHARES<br />

This summary contains certain information in relation to the share capital and the <strong>Shares</strong> <strong>of</strong> the Company<br />

as well as a brief description <strong>of</strong> certain significant provisions <strong>of</strong> the Company’s Articles and the Swiss Code <strong>of</strong><br />

Obligations (Schweizerisches Obligationenrecht). This description does not purport to be complete and is<br />

qualified in its entirety by reference to the Company’s Articles and the laws <strong>of</strong> Switzerland in effect on the date<br />

<strong>of</strong> this <strong>Listing</strong> Prospectus.<br />

Capital Structure<br />

Overview<br />

As <strong>of</strong> the date <strong>of</strong> this <strong>Listing</strong> Prospectus the Company has a share capital <strong>of</strong> CHF 96,069,770, comprised <strong>of</strong><br />

19,213,954 fully paid-in registered shares with a nominal value <strong>of</strong> CHF 5 each. All <strong>of</strong> the issued shares are<br />

registered shares. According to article 3 bis <strong>of</strong> the Articles, the Company’s conditional capital amounts to<br />

maximally CHF 7,500,000. On December 9, 2008, the MCN issued in connection with the acquisition <strong>of</strong><br />

Hudson were converted in 932,704 <strong>Shares</strong> and therefore, the conditional capital stated in the Articles is<br />

effectively reduced by such corresponding amount.<br />

Ordinary share capital<br />

From November 3, 2003 to February 19, 2004, the nominal share capital <strong>of</strong> the Company was CHF<br />

100,000, divided into 10,000 fully paid in registered shares with a nominal value <strong>of</strong> CHF 10 each. From<br />

February 19, 2004 to July 25, 2005, the nominal share capital <strong>of</strong> the Company was CHF 45 million, divided into<br />

4.5 million fully paid in registered shares with a nominal value <strong>of</strong> CHF 10 each. From July 25, 2005 to<br />

November 17, 2005, the nominal share capital <strong>of</strong> the Company was CHF 60 million, divided into 6 million fully<br />

paid in registered shares with a nominal value <strong>of</strong> CHF 10 each. At an extraordinary shareholders’ meeting on<br />

November 17, 2005, the existing shares were split with a split ratio <strong>of</strong> 1:2 and the new nominal value was set at<br />

CHF 5 per registered share. From November 17, 2005 to December 5, 2005, the nominal share capital <strong>of</strong> the<br />

Company was CHF 60 million, divided into 12 million fully paid in registered shares with a nominal value <strong>of</strong><br />

CHF 5 each. In the context <strong>of</strong> the Initial Public Offering (IPO) on December 5, 2005, the nominal share capital<br />

<strong>of</strong> the Company was increased by 2,064,300 shares to CHF 70,312,500. From December 5, 2005 to October 13,<br />

2008, the nominal share capital <strong>of</strong> the Company was CHF 70,312,500, divided into 14,062,500 fully paid in<br />

registered shares with a nominal value <strong>of</strong> CHF 5 each. On October 13, 2008, the Board <strong>of</strong> Directors increased<br />

the nominal share capital <strong>of</strong> the Company by 4,<strong>218</strong>,<strong>750</strong> shares to CHF 91,406,250, using the authorized share<br />

capital. From October 13, 2008 to December 9, 2008, the nominal share capital <strong>of</strong> the Company was CHF<br />

91,406,250, divided into 18,281,250 fully paid in registered shares with a nominal value <strong>of</strong> CHF 5 each. On<br />

December 9, 2008, the nominal share capital <strong>of</strong> the Company was increased by 932,704 shares to CHF<br />

96,069,770 due to the conversion <strong>of</strong> the MCN. From December 9, 2008 to today, the nominal share capital <strong>of</strong><br />

the Company is CHF 96,069,770, divided into 19,213,954 fully paid in registered shares with a nominal value <strong>of</strong><br />

CHF 5 each.<br />

Conditional share capital<br />

At the extraordinary shareholders’ meeting <strong>of</strong> November 17, 2005, it was resolved to create a conditional<br />

capital in the maximum amount <strong>of</strong> CHF 7.5 million. The respective article 3 bis <strong>of</strong> the Articles reads as follows<br />

(translation from the German original):<br />

The share capital may be increased in an amount not to exceed CHF 7,500,000 by the issuance <strong>of</strong> up to<br />

1,500,000 fully paid registered shares with a nominal value <strong>of</strong> CHF 5 each through the exercise <strong>of</strong> conversion<br />

and/or option rights granted in connection with the issuance <strong>of</strong> newly or already issued convertible debentures,<br />

debentures with option rights or other financial market instruments by the Company or one <strong>of</strong> its Dufry Group<br />

companies. The preferential subscription rights <strong>of</strong> the shareholders shall be excluded in connection with the<br />

issuance <strong>of</strong> convertible debentures, debentures with option rights <strong>of</strong> other financial market instruments. The then<br />

current owners <strong>of</strong> conversion and/or option rights shall be entitled to subscribe for the new shares. The<br />

acquisition <strong>of</strong> shares through the exercise <strong>of</strong> conversion and/or option rights and each subsequent transfer <strong>of</strong> the<br />

shares shall be subject to the restrictions set forth in Article 5 <strong>of</strong> these Articles. The Board <strong>of</strong> Directors may<br />

limit or withdraw the right <strong>of</strong> the shareholders to subscribe in priority to an issue <strong>of</strong> convertible debentures,<br />

debentures with option rights or similar financial market instruments when they are issued, if: (a) an issue by<br />

firm underwriting by a consortium <strong>of</strong> banks with a subsequent listing to the public without preferential<br />

subscription rights seems to be the most appropriate form <strong>of</strong> issue at the time, particularly in terms <strong>of</strong> the<br />

84


conditions or the time plan <strong>of</strong> the issue; or (b) the financial market instruments with conversion or option rights<br />

are issued in connection with the financing or refinancing <strong>of</strong> the acquisition <strong>of</strong> an enterprise or parts <strong>of</strong> an<br />

enterprise or with participations or new investments <strong>of</strong> the Company. If advance subscription rights are denied<br />

by the Board <strong>of</strong> Directors, the following shall apply: (x) conversion rights may be exercised only for up to 15<br />

years; and option rights only for up to 7 years from the date <strong>of</strong> the respective issuance; and (y) the respective<br />

financial instruments must be issued at the relevant market conditions.<br />

On December 9, 2008, the MCN issued in connection with the acquisition <strong>of</strong> Hudson were converted in<br />

932,704 <strong>Shares</strong> and therefore, the conditional capital state in the Articles is effectively reduced by such<br />

corresponding amount.<br />

Authorized share capital<br />

On May 8, 2008, the shareholders’ meeting resolved to create authorized capital in the amount <strong>of</strong> CHF<br />

21,093,<strong>750</strong>, comprised <strong>of</strong> 4,<strong>218</strong>,<strong>750</strong> shares with a nominal value <strong>of</strong> CHF 5 each. On October 13, 2008, the<br />

Board <strong>of</strong> Directors increased the capital pursuant to article 3 ter <strong>of</strong> the Articles by CHF 21,093,<strong>750</strong>. The preemptive<br />

rights <strong>of</strong> the existing shareholders were excluded in appliance <strong>of</strong> article 3 ter para. 4 lit. a <strong>of</strong> the Articles<br />

and the New <strong>Shares</strong> were being fully allocated to the New Shareholders as part <strong>of</strong> the consideration for the<br />

Acquisition. On October 13, 2008, the capital increase was registered with the commercial register <strong>of</strong> Basel-<br />

Stadt. As <strong>of</strong> the date <strong>of</strong> this <strong>Listing</strong> Prospectus, Dufry has no longer any authorized share capital. Article 3 ter <strong>of</strong><br />

the Articles has been abrogated. See also “The Acquisition <strong>of</strong> Hudson Group Holdings, Inc.”<br />

Participation certificates and pr<strong>of</strong>it sharing certificates<br />

The Company has not issued any non-voting equity security, such as participation certificates<br />

(Partizipationsscheine) or pr<strong>of</strong>it sharing certificates (Genussscheine).<br />

Convertible bonds and options<br />

In connection with the acquisition <strong>of</strong> Hudson, the Board <strong>of</strong> Directors resolved to issue a zero-coupon MCN,<br />

to be used as part <strong>of</strong> the consideration for the acquisition <strong>of</strong> Hudson. Up to 940,000 shares from the conditional<br />

capital were reserved for the MCN. The MCN converted on December 9, 2008 into 932,704 registered shares <strong>of</strong><br />

Dufry. The exchange ratio, at which the shares <strong>of</strong> Dufry and the MCN have been issued, has been determined<br />

based on the 3-month weighted average price <strong>of</strong> the shares <strong>of</strong> Dufry <strong>of</strong> CHF 85 per share and values 100 percent<br />

<strong>of</strong> Hudson’s equity. As <strong>of</strong> the date <strong>of</strong> this <strong>Listing</strong> Prospectus, Dufry has no longer any MCN outstanding.<br />

Description <strong>of</strong> the <strong>Shares</strong><br />

The <strong>Shares</strong><br />

The <strong>Shares</strong> are registered with a nominal value <strong>of</strong> CHF 5 each. The <strong>Shares</strong> are held in collective custody<br />

with SIS in book-entry form only. Shareholders do not have the right to ask for printing and delivery <strong>of</strong> share<br />

certificates (�amenaktien mit aufgehobenem Titeldruck).<br />

Each Share carries one vote at the shareholders’ meetings. Voting rights may be exercised only after a<br />

shareholder has been registered in the Company’s share register (Aktienbuch) as a shareholder with voting<br />

rights. In specific cases, such registration needs the approval <strong>of</strong> the Board <strong>of</strong> Directors (see “Approval <strong>of</strong> the<br />

Board <strong>of</strong> Directors and Nominees”).<br />

Ordinary capital increase, conditional and authorized share capital<br />

Under Swiss law, the share capital (Aktienkapital) <strong>of</strong> a company may be increased in consideration <strong>of</strong><br />

contributions in cash by a resolution passed at a shareholders’ meeting by a simple majority <strong>of</strong> the votes cast.<br />

An increase in share capital in consideration <strong>of</strong> contributions in kind, involving the exclusion <strong>of</strong> the pre-emption<br />

rights <strong>of</strong> the shareholders, or the transformation <strong>of</strong> reserves into share capital, requires a resolution passed by a<br />

majority <strong>of</strong> two-thirds <strong>of</strong> the shares represented (in person or by proxy) at a shareholders’ meeting and the<br />

absolute majority <strong>of</strong> the nominal amount <strong>of</strong> the shares represented (in person or by proxy) at the passing <strong>of</strong> the<br />

resolution. Further, under the Swiss Code <strong>of</strong> Obligations, the shareholders <strong>of</strong> a company may empower its board<br />

<strong>of</strong> directors, by passing a resolution in the manner described in the preceding sentence, to issue shares in a<br />

specific aggregate nominal amount up to 50 percent <strong>of</strong> the share capital in the form <strong>of</strong>:<br />

85


a) conditional capital (bedingtes Kapital) for the purpose <strong>of</strong> issuing shares, inter alia, (i) to grant<br />

conversion rights or warrants to holders <strong>of</strong> convertible bonds or (ii) to grant rights to employees <strong>of</strong> a company or<br />

affiliated companies to subscribe for new shares; or<br />

b) authorized capital (genehmigtes Kapital) to be utilized by the Board <strong>of</strong> Directors within a period not<br />

exceeding two years from approval by the shareholders’ meeting.<br />

Shareholders’ meetings<br />

Under Swiss law, a general shareholders’ meeting must be held within six months after the end <strong>of</strong> a<br />

company’s preceding financial year. In the case <strong>of</strong> the Company, this means on or before June 30.<br />

In shareholders’ meetings, except as noted below, each shareholder has equal rights, including equal voting<br />

rights. According to the Company’s Articles, each Share is entitled to one vote.<br />

Shareholders’ meetings may be convened by the board <strong>of</strong> directors or, if necessary, by a company’s<br />

independent auditors. The board <strong>of</strong> directors is further required to convene an extraordinary shareholders’<br />

meeting if so resolved by a shareholders’ meeting or if so requested by holders <strong>of</strong> shares holding in aggregate at<br />

least 10 percent <strong>of</strong> the nominal share capital <strong>of</strong> a company. Shareholders holding shares with a nominal value <strong>of</strong><br />

CHF 1 million have the right to request that a specific proposal be discussed and voted upon at the next<br />

shareholders’ meeting. With respect to the Company, according to the Articles, such requests must be made in<br />

writing to the Company no later than 45 days prior to the shareholders’ meeting. A shareholders’ meeting is<br />

convened at least 20 days prior to such meeting by publishing a notice <strong>of</strong> such meeting in the Swiss Official<br />

Gazette <strong>of</strong> Commerce (Schweizerisches Handelsamtsblatt) or by letter sent to the shareholders registered in the<br />

company’s share register.<br />

There is no provision in the Articles requiring a presence quorum for shareholders’ meetings <strong>of</strong> the<br />

Company.<br />

In Switzerland, shareholders’ resolutions generally require the approval <strong>of</strong> an absolute majority <strong>of</strong> the<br />

shares represented at a shareholders’ meeting. A resolution passed at a shareholders’ meeting with a<br />

supermajority <strong>of</strong> at least two-thirds <strong>of</strong> the votes represented and the absolute majority <strong>of</strong> the nominal share<br />

capital represented at such meeting is required for: (i) modifications in a company’s purpose; (ii) the creation <strong>of</strong><br />

shares with increased voting power; (iii) restrictions on the transferability <strong>of</strong> registered shares; (iv) an authorized<br />

or conditional increase in a company’s share capital; (v) an increase in a company’s share capital by way <strong>of</strong><br />

capitalization <strong>of</strong> reserves, against contribution in kind, for the acquisition <strong>of</strong> assets or involving the grant <strong>of</strong><br />

special privileges; (vi) the restriction or elimination <strong>of</strong> pre-emptive rights <strong>of</strong> shareholders (vii) a change <strong>of</strong> the<br />

place <strong>of</strong> incorporation or (viii) the dissolution <strong>of</strong> the company. Special quorum rules apply by law to a merger<br />

(Fusion), demerger (Spaltung) or conversion (Umwandlung) <strong>of</strong> a company.<br />

In addition to the qualified quorum set forth above, article 12 <strong>of</strong> the Articles provides that a resolution<br />

regarding the dismissal <strong>of</strong> a member <strong>of</strong> the Board <strong>of</strong> Directors and regarding an increase in the maximum<br />

number <strong>of</strong> members <strong>of</strong> the Board <strong>of</strong> Directors also require the approval <strong>of</strong> two-thirds <strong>of</strong> the votes represented<br />

and the absolute majority <strong>of</strong> the nominal share capital represented at the shareholders’ meeting. The introduction<br />

or abolition <strong>of</strong> any provision in the Articles providing for a greater voting requirement than is prescribed by law<br />

or the existing Articles must be adopted by the same supermajority.<br />

A shareholders’ meeting also has the power to vote by absolute majority on amendments to the articles <strong>of</strong><br />

incorporation, to elect the members <strong>of</strong> the board <strong>of</strong> directors and the independent auditors, to approve the annual<br />

report and the annual Dufry Group accounts, to set the annual dividend and to discharge the directors from<br />

liability for matters disclosed to the shareholders’ meeting. A shareholders’ meeting, by an absolute majority,<br />

also has the power to order an independent investigation into specific matters proposed to the shareholders’<br />

meeting (Sonderprüfung).<br />

Shareholders <strong>of</strong> the Company can be represented by proxy at shareholders’ meetings by any person who is<br />

so authorized, a representative by law, a company representative (Organvertreter), a specially designated<br />

independent shareholder representative (unabhängiger Stimmrechtsvertreter) or a depositary representative<br />

(Depotvertreter). The Board <strong>of</strong> Directors is entitled to approve agreements with banks and pr<strong>of</strong>essional asset<br />

managers to allow them to exercise the voting rights <strong>of</strong> shares deposited with them on behalf <strong>of</strong> the beneficial<br />

owners <strong>of</strong> the shares. At shareholders’ meetings, votes are taken on a show <strong>of</strong> hands unless a vote by ballot or<br />

86


electronic voting is ordered by the Chairman <strong>of</strong> the meeting. In case <strong>of</strong> a tie, the acting chairman has the casting<br />

vote.<br />

Transfer <strong>of</strong> <strong>Shares</strong><br />

The <strong>Shares</strong> are registered shares, the transfer <strong>of</strong> which (for as long as they are book-entry shares) is effected<br />

by use <strong>of</strong> a share registration form and by a corresponding entry in the books <strong>of</strong> a bank or a depositary<br />

institution following an assignment in writing by the selling shareholder and notification to the Company <strong>of</strong><br />

such assignment.<br />

Approval <strong>of</strong> the Board <strong>of</strong> Directors and �ominees<br />

There are no transfer restrictions (Vinkulierung) with regard to the <strong>Shares</strong>. Only persons registered as<br />

shareholders or beneficial owners <strong>of</strong> registered shares in the share register shall be recognized as such by the<br />

Company. Acquirers <strong>of</strong> registered shares shall be registered as shareholders with the right to vote; provided that<br />

they expressly declare that they acquired the registered shares in their own name and for their own account.<br />

Failing such registration, a shareholder may not vote at or participate in a shareholders’ meeting but still be<br />

entitled to receive dividends and other rights with financial value such as pre-emption rights. The Articles<br />

provide that a person or legal entity not explicitly stating to act for its own account and with which the Company<br />

has entered into a respective agreement (“Nominee”) may be entered as a shareholder in the share register with<br />

voting rights for <strong>Shares</strong> up to a maximum <strong>of</strong> 0.2 percent <strong>of</strong> the registered share capital as set forth in the<br />

commercial register. The Board <strong>of</strong> Directors may allow a Nominee to exceed this limit if such Nominee<br />

discloses name, address and shareholding <strong>of</strong> any person or legal entity for whose account it is holding more than<br />

0.2 percent <strong>of</strong> the registered share capital as set forth in the commercial register.<br />

For the purpose <strong>of</strong> the limits set out above corporate bodies and partnerships or other Dufry Groups <strong>of</strong><br />

persons or joint owners who are interrelated to one another through capital ownership, voting rights, uniform<br />

management or otherwise linked as well as individuals or corporate bodies and partnerships who act in concert<br />

to circumvent the regulations concerning the Nominees (especially as syndicates), shall be treated as one single<br />

Nominee.<br />

The board <strong>of</strong> directors shall specify the details and give the necessary orders concerning the adherence to<br />

the preceding regulations. In particular cases it may allow exemptions from the regulation concerning<br />

Nominees.<br />

Allocation <strong>of</strong> annual net pr<strong>of</strong>its<br />

Swiss law generally requires that at least 5 percent <strong>of</strong> the annual net pr<strong>of</strong>its <strong>of</strong> a holding company must be<br />

retained by the Company as general reserves for so long as such reserves amount to less than 20 percent <strong>of</strong> the<br />

Company’s nominal share capital. Any net pr<strong>of</strong>its remaining are at the disposal <strong>of</strong> the shareholders’ meeting.<br />

The allocation <strong>of</strong> the net pr<strong>of</strong>its <strong>of</strong> a company is approved at the shareholders’ meeting. Under Swiss law,<br />

dividends are paid out only after approval by the shareholders’ meeting and are based on audited financial<br />

statements. In accordance with Swiss practice, it is expected that a dividend will be proposed to the<br />

shareholders’ meeting once each year. See “Dividends and Dividend Policy.”<br />

Dividends are usually due and payable not earlier than three days after the shareholders’ resolution relating<br />

to the allocation <strong>of</strong> pr<strong>of</strong>its has been passed. The statute <strong>of</strong> limitations in respect <strong>of</strong> dividend payments is five<br />

years. For information about deduction <strong>of</strong> withholding taxes, see “Taxation – Swiss Tax Considerations.”<br />

Pre-emptive rights<br />

Under Swiss law, any share issue, whether for cash or non-cash consideration, is subject to the prior<br />

approval <strong>of</strong> the shareholders at a shareholders’ meeting. Shareholders have certain pre-emptive rights<br />

(Bezugsrechte) to subscribe for new issues <strong>of</strong> shares, option bonds, convertible bonds, or similar debt<br />

instruments with option rights in proportion to the nominal amount <strong>of</strong> shares held. A resolution adopted at a<br />

shareholders’ meeting by a supermajority <strong>of</strong> at least two-thirds <strong>of</strong> the shares and the absolute majority <strong>of</strong> the<br />

nominal share capital represented at such meeting may limit or suspend pre-emptive rights in certain limited<br />

circumstances.<br />

87


Borrowing powers<br />

Neither Swiss law nor the Articles restrict in any way the Company’s power to borrow and raise funds. The<br />

decision to borrow funds is made by or under direction <strong>of</strong> the Company’s Board <strong>of</strong> Directors, no shareholders’<br />

resolution being required.<br />

Conflicts <strong>of</strong> interest, management transactions<br />

Swiss law does not have a general provision on conflicts <strong>of</strong> interest. However, the Swiss Code <strong>of</strong><br />

Obligations contains a provision which requires directors and senior management to safeguard the interests <strong>of</strong> a<br />

company and, in this connection, imposes a duty <strong>of</strong> loyalty and duty <strong>of</strong> care on its directors and <strong>of</strong>ficers. The<br />

directors and <strong>of</strong>ficers are personally liable to a company for breach <strong>of</strong> these provisions. Dufry and its Directors<br />

and members <strong>of</strong> Executive Management are not, as a rule, barred from dealing with related parties. Swiss<br />

company law does not restrict a company from entering into such transactions, nor does it require special<br />

disclosure or shareholder approval with respect to such transactions. As long as related party transactions are<br />

effected at arm’s length, there exists no reason to challenge their validity, to subject such transactions to a higher<br />

scrutiny, or to require shareholder approval. If, however, the related party is a Director <strong>of</strong> the company, such Director<br />

must abstain from deliberating and voting on the transaction in question. In addition, Swiss law contains a<br />

provision under which payments made to a shareholder or a director or any person associated with them other<br />

than at arm’s length must be repaid to a company if such shareholder or director was acting in bad faith. Finally,<br />

if the company is represented in a transaction by the Director or member <strong>of</strong> Executive Management with whom<br />

such transaction is entered into, such agreement must be made in writing. This requirement is not applicable to<br />

transactions <strong>of</strong> ordinary business in which the performance <strong>of</strong> the company does not exceed CHF 1,000.<br />

The corporate governance directive <strong>of</strong> the SIX Swiss Exchange also addresses conflict <strong>of</strong> interest issues.<br />

See “Directors and Managers—Corporate Governance.”<br />

The Directive on the Disclosure <strong>of</strong> Management Transactions <strong>of</strong> January 7, 2005, <strong>of</strong> the SIX Swiss<br />

Exchange (the “Management Transactions Directive”) entered into force on July 1, 2005, and applies to all<br />

issuers whose equity securities are listed on the SIX Swiss Exchange and whose registered <strong>of</strong>fice is in<br />

Switzerland. Under this Management Transaction Directive, issuers are obliged to report transactions conducted<br />

by members <strong>of</strong> their board <strong>of</strong> directors and senior management in a company’s own equity securities,<br />

conversion and share acquisition rights, as well as in financial instruments the price <strong>of</strong> which is influenced<br />

primarily by a company’s own equity securities. The new rules distinguish between the disclosure by the<br />

members <strong>of</strong> the board <strong>of</strong> directors and senior management to the issuer and the subsequent notification by the<br />

issuer to the SIX Swiss Exchange. To the extent the transactions concluded by an individual during a given<br />

calendar month collectively exceed CHF 100,000, the issuer has an obligation to notify this to the SIX Swiss<br />

Exchange within two trading days. If all transactions concluded by an individual during a given calendar month<br />

do not collectively exceed CHF 100,000, the issuer must fulfill its obligation to notify by means <strong>of</strong> an overall<br />

notification sorted by transaction per individual and submitted to the SIX Swiss Exchange no later than four<br />

trading days following the end <strong>of</strong> the given calendar month. Management transactions which, in total, do not<br />

exceed the threshold <strong>of</strong> CHF 100,000 per person are not published by the SIX Swiss Exchange. If the threshold<br />

<strong>of</strong> CHF 100,000 per person is exceeded during a calendar month, the SIX Swiss Exchange publishes the<br />

person’s function (executive or non-executive member <strong>of</strong> the board <strong>of</strong> directors or member <strong>of</strong> senior<br />

management), but not his or her name. The publication is made on the SIX Swiss Exchange website on the same<br />

trading day as notification is received from an issuer and is accessible by a remote access mechanism for a<br />

period <strong>of</strong> one year.<br />

Repurchase <strong>of</strong> <strong>Shares</strong><br />

Swiss law limits the right <strong>of</strong> the Company to purchase and hold its own <strong>Shares</strong>. The Company and its<br />

subsidiaries may purchase <strong>Shares</strong> only if and to the extent that (i) the Company has freely distributable reserves<br />

in the amount <strong>of</strong> the purchase price; and (ii) the aggregate nominal value <strong>of</strong> all shares held by the Company does<br />

not exceed 10 percent <strong>of</strong> the Company’s share capital (20 percent in specific circumstances).<br />

<strong>Shares</strong> held by the Company or its subsidiaries are not entitled to vote at shareholder’s meetings, but are<br />

entitled to the economic benefits, including dividends, applicable to the <strong>Shares</strong> generally. Furthermore, under<br />

Swiss law, upon the purchase <strong>of</strong> <strong>Shares</strong>, the Company must create a special reserve on its balance sheet in the<br />

amount <strong>of</strong> the purchase price <strong>of</strong> the acquired shares. In addition, selective Share repurchases are only permitted<br />

under certain circumstances; in particular, repurchases <strong>of</strong> listed <strong>Shares</strong> are subject to certain restrictions<br />

88


promulgated by the Swiss Takeover Board (the regulatory board for takeover bids in Switzerland). Within these<br />

limitations, as is customary for Swiss companies, the Company may purchase and sell its own <strong>Shares</strong> from time<br />

to time in order to meet imbalances <strong>of</strong> supply and demand, to provide liquidity, and to even out swings in the<br />

<strong>Shares</strong>’ market price.<br />

Duration and liquidation<br />

The Articles do not limit the Company’s duration. Under Swiss law, the Company may be dissolved at any<br />

time by a resolution <strong>of</strong> a shareholders’ meeting which must be passed by a supermajority. Any surplus arising<br />

out <strong>of</strong> liquidation (after the satisfaction <strong>of</strong> all creditors) must be used first to repay the nominal share capital <strong>of</strong><br />

the Company. Thereafter, any balance must be distributed to shareholders in proportion to the paid-up nominal<br />

value <strong>of</strong> shares held.<br />

�otification and Disclosure <strong>of</strong> major shareholders<br />

Dufry and persons who acquire or dispose <strong>Shares</strong> or rights based or derived therefrom are subject to the<br />

notification and disclosure requirements <strong>of</strong> the Swiss Federal Stock Exchange Act, that requires persons who,<br />

directly, indirectly or in concert with third parties, acquire or dispose <strong>of</strong> shares, or acquire or sale rights with<br />

respect to shares, in a company incorporated in Switzerland whose equity securities are listed in whole or in part<br />

in Switzerland and thereby reach, exceed or fall below the thresholds <strong>of</strong> 3 percent, 5 percent, 10 percent, 15<br />

percent, 20 percent , 25 percent, 33 1/3 percent, 50 percent, or 66 2/3 percent, <strong>of</strong> the voting rights in such<br />

company notify the company and the SIX Swiss Exchange <strong>of</strong> such acquisition or disposal in writing within four<br />

trading days, whether or not the voting rights can be exercised. In addition, transactions with financial<br />

instrument that make it economically possible to acquire equity in a company with regard to a tender <strong>of</strong>fer are<br />

deemed an indirect acquisition <strong>of</strong> shares. The exercise <strong>of</strong> conversion or acquisition rights and the exercise <strong>of</strong><br />

sale rights are deemed to be acquisitions and sales, respectively, <strong>of</strong> shares. Following receipt <strong>of</strong> such<br />

notification, the company must inform the public within two trading days.<br />

An additional disclosure obligation exists for listed companies under Swiss company law pursuant to which<br />

the company must disclose the identity and size <strong>of</strong> shareholdings <strong>of</strong> all <strong>of</strong> its shareholders and shareholder<br />

groups acting in concert who hold more than 5 percent <strong>of</strong> the voting rights. This disclosure must be made once a<br />

year in the notes to the financial statements as published in the Company’s annual report.<br />

Mandatory bid rules<br />

Pursuant to the applicable provisions <strong>of</strong> the Swiss Federal Stock Exchange Act, if a person acquires shares<br />

<strong>of</strong> a Swiss listed company, whether directly or indirectly or acting in concert with third parties, which, when<br />

added to the shares already held by such person, exceed the threshold <strong>of</strong> 33 1/3 percent <strong>of</strong> the voting rights<br />

(whether exercisable or not) <strong>of</strong> such company, that person must make a bid to acquire all <strong>of</strong> the listed shares <strong>of</strong><br />

such company. A company’s articles <strong>of</strong> incorporation may either eliminate this provision <strong>of</strong> the Swiss Federal<br />

Stock Exchange Act or may raise the relevant threshold to 49 percent (“opting-out” or “opting-up”<br />

respectively). The Articles do not contain an opting-out or an opting-up provision.<br />

There is no obligation to make a bid under the foregoing rules if the voting rights in question are acquired<br />

as a result <strong>of</strong> a gift, succession or partition <strong>of</strong> an estate, a transfer based upon matrimonial property law, or<br />

execution proceedings.<br />

Cancellation <strong>of</strong> remaining equity securities, squeeze-out merger<br />

Under the Swiss Federal Stock Exchange Act, any <strong>of</strong>feror who has made a tender <strong>of</strong>fer for the shares <strong>of</strong> a<br />

listed Swiss target company, and who, as a result <strong>of</strong> such <strong>of</strong>fer, holds more than 98 percent <strong>of</strong> the voting rights<br />

<strong>of</strong> the target company, may petition the court to cancel the remaining equity securities. The petition must be<br />

filed against the target company within three months after the expiration <strong>of</strong> the <strong>of</strong>fer period. The remaining<br />

shareholders may join in the proceedings. If the court orders cancellation <strong>of</strong> the remaining equity securities, the<br />

target company will reissue the equity securities and deliver such securities to the <strong>of</strong>feror against performance <strong>of</strong><br />

this <strong>of</strong>fer for the benefit <strong>of</strong> the holders <strong>of</strong> the cancelled equity securities.<br />

Under the Swiss Federal Merger Act, shareholders <strong>of</strong> the transferring company may be <strong>of</strong>fered a settlement<br />

instead <strong>of</strong> shares in the surviving company if at least 90 percent <strong>of</strong> the shareholders <strong>of</strong> the transferring company<br />

who are entitled to vote give their consent.<br />

89


Development <strong>of</strong> the share price<br />

The following table set forth the reported high, low, average and closing prices for one Existing Share on<br />

the SIX Swiss Exchange for the years 2005, 2006, 2007 and 2008:<br />

�ame 2005 2006 2007 2008 (4)<br />

(CHF)<br />

Dufry <strong>AG</strong><br />

High (1) ................................................................ 83.70 114.00 147.00 127.80<br />

Low (1) ................................................................ 75.10 76.00 99.00 21.30<br />

Average (2) ................................................................78.95 93.84 122.25 78.60<br />

Close (3) ................................................................ 83.00 102.00 126.00 25.60<br />

(1)<br />

Includes intra-day prices.<br />

(2)<br />

Average <strong>of</strong> daily closing prices.<br />

(3)<br />

Closing price at last trading day <strong>of</strong> the respective calendar year.<br />

(4)<br />

Until December 9, 2008.<br />

90


Swiss Tax Considerations<br />

TAXATIO�<br />

The following summary does not purport to address all tax consequences <strong>of</strong> the acquisition, ownership and<br />

disposition <strong>of</strong> the Company’s <strong>Shares</strong> and does not take into account the specific circumstances <strong>of</strong> any particular<br />

shareholder. This summary is based on the tax laws, regulations and regulatory practices <strong>of</strong> Switzerland as in<br />

effect on the date here<strong>of</strong>, which are subject to change (or subject to changes in interpretation), possibly with<br />

retroactive effect. Shareholders and potential investors are advised to consult their own tax advisors in light <strong>of</strong><br />

their particular circumstances as to the Swiss tax laws, tax regulations and regulatory practices <strong>of</strong> the tax<br />

administrations that could be relevant for them in connection with the acquisition, ownership and disposition <strong>of</strong><br />

the <strong>Shares</strong>.<br />

Swiss Federal Withholding Tax<br />

Dividends paid and similar cash or in-kind distributions that the Company makes to holders <strong>of</strong> <strong>Shares</strong><br />

(including liquidation proceeds exceeding the nominal value <strong>of</strong> the <strong>Shares</strong> and stock dividends) are subject to a<br />

Swiss federal withholding tax at a rate <strong>of</strong> 35 percent. The Company is required to withhold the Swiss federal<br />

withholding tax from the gross distribution and pay it to the Swiss federal tax administration. The Swiss federal<br />

withholding tax is usually either fully reduced at source or refundable in full to a Swiss resident, as defined in<br />

the Swiss federal withholding tax act, who receives a distribution if such Swiss resident is the beneficial owner<br />

<strong>of</strong> the distribution at the time <strong>of</strong> the distribution and duly reports the gross distribution received in his individual<br />

income tax return or, as the case may be, recognises the distribution for tax purposes as earnings in his income<br />

statements.<br />

A Shareholder who is not a Swiss resident for tax purposes and does not hold the <strong>Shares</strong> in connection with<br />

a trade or business in Switzerland through a permanent establishment or a fixed place <strong>of</strong> business and that<br />

receives a distribution from the Company with respect to the <strong>Shares</strong> may be entitled to a full or partial refund <strong>of</strong><br />

the Swiss withholding tax if the country in which he resides has entered into a bilateral treaty for the avoidance<br />

<strong>of</strong> double taxation with Switzerland and the prerequisites <strong>of</strong> the treaty have been met. The Swiss-United States<br />

tax treaty generally reduces the non-refundable portion <strong>of</strong> the withholding tax to 15 percent. Shareholders not<br />

resident in Switzerland should be aware that the procedures for claiming treaty benefits (and the time required<br />

for obtaining a refund) may differ from country to country. Shareholders not resident in Switzerland should<br />

consult their own legal, financial or tax advisors regarding the procedures for claiming a refund <strong>of</strong> the<br />

withholding tax.<br />

US Holders<br />

A US Holder who is an individual or a legal entity not resident in Switzerland for tax purposes may be<br />

entitled to a partial refund <strong>of</strong> the withholding tax incurred on a taxable distribution from the Company if the<br />

conditions <strong>of</strong> the bilateral tax treaty between the United States and Switzerland are met. A US Holder who is a<br />

resident <strong>of</strong> the United States for purposes <strong>of</strong> the bilateral tax treaty between the United States and Switzerland is<br />

eligible for a reduced rate <strong>of</strong> withholding tax on dividends equal to 15 percent <strong>of</strong> the dividend, provided that<br />

such holder (i) is the beneficial owner <strong>of</strong> the <strong>Shares</strong> at the time the dividend is due, and (ii) is entitled to benefits<br />

under this treaty, and (iii) holds, directly or indirectly, less than 10 percent <strong>of</strong> our voting stock, and (iv) does not<br />

conduct business through a permanent establishment or fixed base in Switzerland to which the <strong>Shares</strong> are<br />

attributable. Such an eligible US Holder may apply for a refund <strong>of</strong> the amount <strong>of</strong> the withholding tax in excess<br />

<strong>of</strong> the 15 percent treaty rate. The application for refund must be filed on Swiss Tax Form 82 (82C for<br />

corporations; 82I for individuals; 82E for other entities; 82R for regulated investment companies), which may<br />

be obtained from any Swiss consulate general in the United States or from the Swiss Federal Tax Administration<br />

at the address below, together with an instruction form. Four copies <strong>of</strong> the form must be duly completed, signed<br />

before a notary public <strong>of</strong> the United States, and sent to the Swiss Federal Tax Administration, Eigerstrasse 65,<br />

CH 3003, Berne, Switzerland. The form must be accompanied by suitable evidence <strong>of</strong> deduction <strong>of</strong> Swiss tax<br />

withheld at source, such as certificates <strong>of</strong> deduction, signed bank vouchers or credit slips. The form must be<br />

filed no later than December 31 <strong>of</strong> the third year following the calendar year in which the dividend became due.<br />

Swiss Federal, Cantonal and Communal Income and Wealth Taxation<br />

Individuals resident in Switzerland and holding <strong>Shares</strong> in their private property are required to include<br />

dividend payments (including any payments upon redemption or liquidation in excess <strong>of</strong> the nominal amount <strong>of</strong><br />

<strong>Shares</strong>) in their personal income tax return and will be subject to Swiss federal, cantonal and communal income<br />

91


tax thereon. A capital gain resulting from the disposition <strong>of</strong> <strong>Shares</strong> by such persons is not subject to Swiss<br />

federal, cantonal and communal income tax and a capital loss is not tax-deductible. Swiss resident individuals<br />

who hold <strong>Shares</strong> are required to report their <strong>Shares</strong> as part <strong>of</strong> their taxable wealth and will be subject to cantonal<br />

and communal wealth tax, provided that their net taxable wealth exceeds applicable allowances.<br />

Swiss-resident corporate and individual taxpayers as well as corporate and individual taxpayers resident<br />

abroad who hold <strong>Shares</strong> as part <strong>of</strong> Swiss business assets and who receive dividend distributions on <strong>Shares</strong> are<br />

required to recognize such distributions and any capital gains realized on <strong>Shares</strong> sold in their income statement<br />

for the respective tax period and are subject to Swiss federal, cantonal and communal individual or corporate<br />

income tax, as the case may be, on any net taxable earnings (including the payments <strong>of</strong> dividends on the <strong>Shares</strong><br />

and a capital gain realized on the sale <strong>of</strong> <strong>Shares</strong>) for such period; capital losses are tax deductible. The same tax<br />

treatment applies to Swiss-resident individuals who, for income tax purposes, are classified as “pr<strong>of</strong>essional<br />

securities dealers” for reasons <strong>of</strong>, inter alia, frequent dealing and debt-financing purchase. Corporate taxpayers<br />

may qualify for dividend relief (Beteiligungsabzug) if the <strong>Shares</strong> they hold have an aggregated market value <strong>of</strong><br />

at least CHF 2 million.<br />

Under current Swiss law, a person not resident in Switzerland who, during the current taxation year, has not<br />

engaged in a trade or business through a permanent establishment within Switzerland and who is not subject to<br />

taxation in Switzerland for any other reason, will not be subject to Swiss federal, cantonal and communal<br />

income tax on dividend payments and similar cash or in-kind distributions on <strong>Shares</strong> or gains realized on the<br />

disposition <strong>of</strong> <strong>Shares</strong>. Such a person will also not be subject to any Swiss cantonal or communal wealth or<br />

capital taxes on holding <strong>Shares</strong>.<br />

US Federal Income Tax Considerations<br />

This disclosure is limited to the US federal tax issues addressed herein. Additional issues may exist<br />

that are not addressed in this disclosure and that could affect the US federal tax treatment <strong>of</strong> the �ew<br />

<strong>Shares</strong>. This tax disclosure cannot be used by any holder for the purpose <strong>of</strong> avoiding penalties that may<br />

be asserted against the holder under the Internal Revenue Code. Holders should seek their own advice<br />

based on their particular circumstances from an independent tax advisor.<br />

The following is a discussion <strong>of</strong> certain US federal income tax consequences <strong>of</strong> purchasing, owning and<br />

disposing <strong>of</strong> New <strong>Shares</strong> by US Holders (as described below), but it does not purport to be a comprehensive<br />

description <strong>of</strong> all the tax considerations that may be relevant to a particular person’s decision to acquire such<br />

securities. This discussion does not address US state, local and non-US tax consequences. The discussion<br />

applies only to US Holders who hold New <strong>Shares</strong> as capital assets for US federal income tax purposes and it<br />

does not address special classes <strong>of</strong> holders, such as:<br />

certain financial institutions;<br />

insurance companies;<br />

dealers and certain traders in securities or foreign currencies;<br />

persons holding New <strong>Shares</strong> as part <strong>of</strong> a hedge, straddle, conversion or other integrated transaction;<br />

persons whose functional currency for US federal income tax purposes is not the US dollar;<br />

partnerships or other entities classified as partnerships for US federal income tax purposes;<br />

persons liable for the alternative minimum tax;<br />

tax-exempt organizations; or<br />

persons holding New <strong>Shares</strong> that own or are deemed to own 10 percent or more <strong>of</strong> the Company’s<br />

voting stock.<br />

This discussion is based on the Internal Revenue Code <strong>of</strong> 1986, as amended, administrative<br />

pronouncements, judicial decisions and final, temporary and proposed US Treasury regulations, as well as the<br />

income tax treaty between Switzerland and the United States (the “Treaty”), all as <strong>of</strong> the date here<strong>of</strong>. These laws<br />

are subject to change, possibly on a retroactive basis. Prospective investors should consult their own tax<br />

advisors concerning the US federal, state, local and non-US tax consequences <strong>of</strong> purchasing, owning and<br />

92


disposing <strong>of</strong> New <strong>Shares</strong> in their particular circumstances, including their eligibility for the benefits under the<br />

Treaty.<br />

As used herein, a “US Holder” is a beneficial owner <strong>of</strong> an Offered Share that is, for US federal income tax<br />

purposes: (i) a citizen or resident <strong>of</strong> the United States; (ii) a corporation, or other entity taxable as a corporation,<br />

created or organized in or under the laws <strong>of</strong> the United States or any political subdivision there<strong>of</strong>; or (iii) an<br />

estate or trust the income <strong>of</strong> which is subject to US federal income taxation regardless <strong>of</strong> its source.<br />

This discussion assumes that the Company is not, and will not become, a passive foreign investment<br />

company, as described below.<br />

Taxation <strong>of</strong> distributions<br />

Distributions received by a US Holder on New <strong>Shares</strong>, including the amount <strong>of</strong> any Swiss taxes withheld,<br />

other than certain pro rata distributions <strong>of</strong> ordinary shares to all shareholders, will constitute foreign-source<br />

dividend income to the extent paid out <strong>of</strong> the Company’s current or accumulated earnings and pr<strong>of</strong>its (as<br />

determined for US federal income tax purposes). The amount <strong>of</strong> the dividend a US Holder will be required to<br />

include in income will equal the US dollar value <strong>of</strong> the CHF, calculated by reference to the exchange rate in<br />

effect on the date the payment is received by the holder, regardless <strong>of</strong> whether the payment is converted into US<br />

dollars on the date <strong>of</strong> receipt. If a US Holder realizes gain or loss on a sale or other disposition <strong>of</strong> CHF, it will be<br />

US-source ordinary income or loss. Corporate US Holders will not be entitled to claim the dividends-received<br />

deduction with respect to dividends paid by the Company. Subject to applicable limitations, dividends received<br />

by certain non-corporate US Holders in taxable years beginning before January 1, 2009 will be taxable at a<br />

maximum rate <strong>of</strong> 15 percent. Non-corporate US Holders should consult their own tax advisors to determine<br />

whether they are subject to any special rules that limit their ability to be taxed at this favorable rate.<br />

Swiss taxes withheld from dividends on New <strong>Shares</strong> at a rate not exceeding the rate provided in the Treaty<br />

will be creditable against a US Holder’s US federal income tax liability, subject to applicable restrictions and<br />

limitations that may vary depending upon the holder’s circumstances. Instead <strong>of</strong> claiming a credit, a US Holder<br />

may elect to deduct such Swiss taxes in computing its taxable income, subject to generally applicable<br />

limitations. The limitation <strong>of</strong> foreign taxes eligible for credit is calculated separately with respect to specific<br />

classes <strong>of</strong> income. The rules governing foreign tax credits are complex. Therefore, US Holders should consult<br />

their own tax advisors regarding the availability <strong>of</strong> foreign tax credits in their particular circumstances.<br />

Sale and other disposition <strong>of</strong> �ew <strong>Shares</strong><br />

A US Holder will generally recognize capital gain or loss on the sale or other disposition <strong>of</strong> New <strong>Shares</strong>,<br />

which will be long-term capital gain or loss if the holder has held such New <strong>Shares</strong> for more than one year. The<br />

amount <strong>of</strong> the US Holder’s gain or loss will be equal to the difference between the amount realized on the sale<br />

or other disposition and such holder’s tax basis in the New <strong>Shares</strong>, as determined in US dollars. Any gain or loss<br />

will generally be US-source gain or loss for foreign tax credit purposes.<br />

Passive foreign investment company considerations<br />

The Company believes that it should not be considered a passive foreign investment company (“PFIC”) for<br />

US federal income tax purposes for its 2007 taxable year or for the foreseeable future. However, since PFIC<br />

status depends upon the composition <strong>of</strong> the Company’s (including subsidiaries directly or indirectly owned 25<br />

percent or more by value) income and assets and the market value <strong>of</strong> its assets from time to time, there can be no<br />

assurance that the Company will not be considered a PFIC for any taxable year. If the Company were treated as<br />

a PFIC for any taxable year during which a US Holder directly or indirectly held an Offered Share, certain<br />

adverse US federal income tax consequences could apply to such holder. These consequences may include<br />

having gains realized on the disposition <strong>of</strong> New <strong>Shares</strong> and certain dividends treated as ordinary income earned<br />

pro rata over the US Holder’s holding period for the New <strong>Shares</strong>, taxed at maximum rates applicable during the<br />

years in which such income is treated as earned and subjected to punitive interest charges for a deemed deferral<br />

benefit. Furthermore, if the Company were to be treated as a PFIC in a taxable year in which it paid a dividend<br />

or the prior taxable year, the preferential rate discussed above with respect to dividends paid to certain noncorporate<br />

US Holders would not apply.<br />

93


Information reporting and backup withholding<br />

Payment <strong>of</strong> dividends and sales proceeds that are made within the United States or through certain USrelated<br />

financial intermediaries generally are subject to information reporting and to backup withholding unless<br />

the US Holder is a corporation or other exempt recipient or, in the case <strong>of</strong> backup withholding, the US Holder<br />

provides a correct taxpayer identification number and certifies that no loss <strong>of</strong> exemption from backup<br />

withholding has occurred. The amount <strong>of</strong> any backup withholding from a payment to a US Holder will be<br />

allowed as a credit against the holder’s US federal income tax liability and may entitle such holder to a refund,<br />

provided that the required information is furnished to the Internal Revenue Service.<br />

94


LISTI�G<br />

Own Existing <strong>Shares</strong> and Rights Associated with such Existing <strong>Shares</strong><br />

<strong>Listing</strong><br />

As <strong>of</strong> the date <strong>of</strong> this <strong>Listing</strong> Prospectus the Company owns 106,<strong>750</strong> <strong>Shares</strong> in the Company.<br />

On August 28, 2008 the Board <strong>of</strong> Directors <strong>of</strong> Dufry resolved to list the New <strong>Shares</strong>. Application has been<br />

made to list the New <strong>Shares</strong> issued from the authorized capital on November 14, 2008. The SIX Swiss<br />

Exchange Admission Board had granted a deferred listing for these New <strong>Shares</strong> on July 8, 2008. According to<br />

that decision, the New <strong>Shares</strong> need to be listed until December 31, 2008, at the latest. On December 1, 2008, the<br />

SIX Swiss Exchange Admission Board granted the listing <strong>of</strong> the New <strong>Shares</strong>. The New <strong>Shares</strong> will be listed and<br />

trading <strong>of</strong> the New <strong>Shares</strong> will commence on December 19, 2008.<br />

Form <strong>of</strong> the <strong>Shares</strong><br />

In accordance with the Articles the <strong>Shares</strong> are not issued in certificated form but have been delivered in<br />

book-entry form only (aufgehobener Titeldruck), into collective custody at SIS. Shareholders do not have the<br />

right to ask for printing or delivery <strong>of</strong> share certificates.<br />

Voting Rights<br />

Each Share carries one vote. Regarding transfers <strong>of</strong> <strong>Shares</strong> and restrictions see “Share Capital and <strong>Shares</strong>—<br />

Transfer <strong>of</strong> <strong>Shares</strong>” and “Transfer Restrictions.”<br />

Amendments or Changes<br />

Any notices containing or announcing amendments or changes to this <strong>Listing</strong> Prospectus will be announced<br />

through the electronic media and, if required, published in German and French in the �eue Zürcher Zeitung and<br />

in Le Temps, respectively.<br />

Dividends and Dividend Policy<br />

The <strong>Shares</strong> carry full dividend rights from and including the fiscal year beginning on January 1, 2008 and<br />

ending on December 31, 2008. See “Dividends and Dividend Policy.”<br />

95


Main Board <strong>of</strong> the SIX Swiss Exchange<br />

MARKET I�FORMATIO�<br />

The SIX Swiss Exchange was founded in 1993 as the successor to the local stock exchanges <strong>of</strong> Zurich,<br />

Basel and Geneva. In 1996, the SIX Swiss Exchange introduced full electronic trading in Swiss equities,<br />

derivatives and bonds. In 2007, the aggregate turnover <strong>of</strong> the SIX Swiss Exchange for equity and debt<br />

instruments, as well as options, was CHF 1,224 billion. A listing on the SIX Swiss Exchange – Main Board<br />

requires that (i) the operating and financial track record <strong>of</strong> the issuer extends over a period <strong>of</strong> at least three years,<br />

(ii) the issuer’s capital resources amount to at least CHF 25 million, (iii) the total market value <strong>of</strong> the issuer’s<br />

initial public listing amounts to a minimum <strong>of</strong> CHF 25 million, and (iv) 25 percent <strong>of</strong> the issuer’s outstanding<br />

share capital be placed in public hands. As <strong>of</strong> June 30, 2008, 249 issuers were listed on the SIX Swiss Exchange<br />

– Main Board.<br />

General Rules on Securities Trading<br />

Trading at the SIX Swiss Exchange occurs through a fully integrated trading system covering the entire<br />

process from trade order to settlement. Trading <strong>of</strong> equities begins each business day at 9.00 (CET) and continues<br />

until 17.30 (CET). Banks and broker-dealers doing business in Switzerland are required to report all transactions<br />

in listed securities traded at the SIX Swiss Exchange. Transaction information is collected, processed and<br />

immediately distributed by the SIX Swiss Exchange. The SIX Swiss Exchange distributes a comprehensive<br />

range <strong>of</strong> information through various publications, including, in particular, the Swiss Market Feed. The Swiss<br />

Market Feed supplies SIX Swiss Exchange data in real time to all subscribers, as well as to other information<br />

providers, such as Telekurs and Reuters.<br />

Exchange transactions are usually settled on a T+3 basis, meaning that delivery against payment <strong>of</strong><br />

exchange transactions occurs three days after the trade date.<br />

The SIX Swiss Exchange may suspend the trading <strong>of</strong> securities, in particular, if large price fluctuations are<br />

observed, if important, price-sensitive information is about to be disclosed, or in other situations that might<br />

endanger fair and orderly trading. In a predetermined number <strong>of</strong> circumstances, such as seriously questionable<br />

solvency <strong>of</strong> the issuer or continuous lack <strong>of</strong> required liquidity for efficient exchange trading, the SIX Swiss<br />

Exchange may cancel the listing <strong>of</strong> securities (delisting). As the organiser <strong>of</strong> the market, the SIX Swiss<br />

Exchange is generally responsible for market surveillance and monitoring. The aim <strong>of</strong> such self-regulation is to<br />

ensure transparency and fair trading for investors, and to guarantee market efficiency.<br />

Clearing, Payment and Settlement<br />

Clearing and settlement <strong>of</strong> securities listed on the SIX Swiss Exchange is made through SIS.<br />

Market Transactions by Dufry in its own <strong>Shares</strong><br />

Swiss law limits a company’s ability to hold or purchase its own shares. A company may only purchase its<br />

own shares if there are sufficient freely distributable reserves in the balance sheet <strong>of</strong> the Company (as defined<br />

under “Share Capital and <strong>Shares</strong>—Repurchase <strong>of</strong> <strong>Shares</strong>”) to pay the purchase price and if the aggregate<br />

nominal value <strong>of</strong> the shares purchased does not exceed 10 percent <strong>of</strong> the Company’s nominal share capital.<br />

Furthermore, under Swiss law, the Company must create a special reserve on its balance sheet in the amount <strong>of</strong><br />

the purchase price <strong>of</strong> the acquired shares. Within these limitations, the Company is permitted under Swiss law to<br />

purchase and sell its own shares on the SIX Swiss Exchange from time to time in order to meet imbalances <strong>of</strong><br />

lawful supply and demand, to provide liquidity, to modulate swings in the market price <strong>of</strong> the Company’s shares<br />

or for other purposes.<br />

Foreign Investment and Exchange Control Regulations in Switzerland<br />

Other than in connection with government sanctions imposed on persons and organizations with<br />

connections to Osama bin Laden, the “Al-Qaeda” Group or the Taliban, the Republic <strong>of</strong> Iraq, Yugoslavia,<br />

Liberia, Myanmar (Burma), Sierra Leone and Zimbabwe there are currently no government laws, decrees or<br />

regulations in Switzerland that restrict the export or import <strong>of</strong> capital, including, but not limited to, Swiss<br />

foreign exchange controls on the payment <strong>of</strong> dividends, interest or liquidation proceeds, if any, to non-resident<br />

holders <strong>of</strong> the <strong>Shares</strong>.<br />

96


TRA�SFER RESTRICTIO�S<br />

The New <strong>Shares</strong> have not been and will not be registered under the US Securities Act and may not be<br />

<strong>of</strong>fered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to,<br />

the registration requirements <strong>of</strong> the US Securities Act and applicable state securities laws. The Company shall<br />

not recognize any <strong>of</strong>fer, sale, pledge or other transfer <strong>of</strong> the New <strong>Shares</strong> made other than in compliance with the<br />

below-stated restrictions.<br />

Rule 144A<br />

Each purchaser <strong>of</strong> New <strong>Shares</strong> <strong>of</strong>fered and sold in reliance on Rule 144A will be deemed to have<br />

acknowledged, represented and agreed with the Company that it has received such information as it deems<br />

necessary to make an informed investment decision and as follows (terms defined in Rule 144A or Regulation S<br />

shall have the same meaning when used in this section):<br />

(i) The purchaser (a) is a “qualified institutional buyer” within the meaning <strong>of</strong> Rule 144A under the US<br />

Securities Act, (b) is aware that the sale to it is being made in reliance on Rule 144A and (c) is<br />

acquiring such New <strong>Shares</strong> for its own account or for the account <strong>of</strong> a “qualified institutional buyer,”<br />

as the case may be;<br />

(ii) The New <strong>Shares</strong> are being <strong>of</strong>fered in a transaction not involving a public listing in the United States<br />

within the meaning <strong>of</strong> the US Securities Act; and the New <strong>Shares</strong> have not been and will not be<br />

registered under the US Securities Act or with any securities regulatory authority <strong>of</strong> any state or<br />

territory <strong>of</strong> the United States and may not be re<strong>of</strong>fered, resold, pledged or otherwise transferred except<br />

(a) to a person whom the purchaser and any person acting on the purchaser’s behalf reasonably<br />

believes is a “qualified institutional buyer” in a transaction meeting the requirements <strong>of</strong> Rule 144A (b)<br />

in an <strong>of</strong>fshore transaction in accordance with Regulation S, or (c) pursuant to an exemption from<br />

registration under the US Securities Act provided by Rule 144 thereunder (if available), in each case in<br />

accordance with any applicable securities laws <strong>of</strong> any state <strong>of</strong> the United States and any other<br />

jurisdiction;<br />

(iii) The New <strong>Shares</strong> are “restricted securities” within the meaning <strong>of</strong> Rule 144(a)(3) under the US<br />

Securities Act and no representation is made as to the availability <strong>of</strong> the exemption provided by Rule<br />

144 for resales <strong>of</strong> any <strong>Shares</strong>; and<br />

(iv) It will not deposit or cause to be deposited such New <strong>Shares</strong> into any depositary receipt facility<br />

established or maintained by a depositary bank other than a Rule 144A restricted depositary receipt<br />

facility, so long as such New <strong>Shares</strong> are “restricted securities” within the meaning <strong>of</strong> Rule 144(a)(3)<br />

under the US Securities Act.<br />

Regulation S<br />

Each purchaser <strong>of</strong> New <strong>Shares</strong> <strong>of</strong>fered in reliance on Regulation S will be deemed to have acknowledged,<br />

represented and agreed with the Company that it has received such information as it deems necessary to make<br />

an informed investment decision and as follows (terms defined in Rule 144A or Regulation S shall have the<br />

same meaning when used in this section):<br />

(i) The New <strong>Shares</strong> have not been and will not be registered under the US Securities Act or with any<br />

securities regulatory authority <strong>of</strong> any state or territory <strong>of</strong> the United States and are subject to<br />

significant restrictions on transfer;<br />

(ii) The purchaser (and the person, if any, for whose account or benefit it is acquiring the New <strong>Shares</strong>) is<br />

outside the United States and is acquiring the New <strong>Shares</strong> in an “<strong>of</strong>fshore transaction” meeting the<br />

requirements <strong>of</strong> Regulation S;<br />

(iii) The purchaser is not an affiliate <strong>of</strong> the Company or a person acting on behalf <strong>of</strong> such affiliate; and it is<br />

not in the business <strong>of</strong> buying and selling securities or, if it is in such business, it did not acquire the<br />

New <strong>Shares</strong> from the Company or an affiliate there<strong>of</strong> in the initial distribution <strong>of</strong> the New <strong>Shares</strong>;<br />

(iv) The purchaser is aware <strong>of</strong> the restrictions on the <strong>of</strong>fer and sale <strong>of</strong> the New <strong>Shares</strong> pursuant to<br />

Regulation S described in this <strong>Listing</strong> Prospectus; and<br />

97


(v) The New <strong>Shares</strong> have not been <strong>of</strong>fered to it by means <strong>of</strong> any “directed selling efforts” within the<br />

meaning <strong>of</strong> Regulation S under the US Securities Act.<br />

98


Clearing Codes<br />

GE�ERAL I�FORMATIO�<br />

The Swiss Security number (Valorennummer) <strong>of</strong> the <strong>Shares</strong> is 2340545. The ISIN is CH0023405456. The<br />

Common Code is 023609983. The SIX ticker symbol is DUFN.<br />

Share Delivery Agent<br />

Credit Suisse serves as share delivery agent.<br />

Independent Auditors<br />

Duration <strong>of</strong> the mandate and term <strong>of</strong> <strong>of</strong>fice <strong>of</strong> the independent auditors<br />

Ernst & Young <strong>AG</strong>, Aeschengraben 9, P.O. Box, 4002 Basel, is the auditor <strong>of</strong> the Company and has held<br />

the mandate <strong>of</strong> external auditor <strong>of</strong> the Company since its inception. Ernst & Young <strong>AG</strong> was also the auditor <strong>of</strong><br />

the acquired companies since 1989. Bruno Chiomento is the auditor in charge since 2005.<br />

Auditing honorarium<br />

Ernst & Young <strong>AG</strong> received a fee <strong>of</strong> CHF 1,890,000 for auditing the 2007 financial statements <strong>of</strong> the Dufry<br />

and its subsidiaries as well as the consolidated financial statements <strong>of</strong> Dufry Group.<br />

Additional honoraria<br />

Ernst & Young <strong>AG</strong> received an additional fee <strong>of</strong> CHF 410,000 for audit related services and CHF 101,000<br />

for tax services.<br />

Supervisory and control instruments vis-à-vis the auditors<br />

The audit committee is responsible for evaluating the independent auditors on behalf <strong>of</strong> the Board <strong>of</strong><br />

Directors.<br />

<strong>Listing</strong> Agent<br />

In accordance with article 50 <strong>of</strong> the listing rules <strong>of</strong> the SIX Swiss Exchange (Kotierungsreglement),<br />

Homburger <strong>AG</strong>, being recognized as an expert by the Admission Board <strong>of</strong> the SIX Swiss Exchange, has filed on<br />

behalf <strong>of</strong> the Company an application for the listing <strong>of</strong> the <strong>Shares</strong> on the SIX Swiss Exchange.<br />

99


(This page has been left blank intentionally.)<br />

100


Index to Financial Statements<br />

Dufry <strong>AG</strong><br />

FINANCIAL STATEMENTS<br />

Audited Consolidated Financial Statements as <strong>of</strong> December 31, 2007 ........................................... F-4<br />

Consolidated Income Statement ............................................................................................................... F-5<br />

Consolidated Balance Sheet...................................................................................................................... F-6<br />

Consolidated Cash Flow Statement.......................................................................................................... F-7<br />

Consolidated Statement <strong>of</strong> Changes in Equity ........................................................................................ F-8<br />

Notes to the Consolidated Financial Statements ..................................................................................... F-9<br />

Most important Affiliated Companies...................................................................................................... F-59<br />

Report <strong>of</strong> the Group Auditors ................................................................................................................... F-61<br />

Audited Statutory Financial Statements as <strong>of</strong> December 31, 2007.................................................. F-64<br />

Income Statement ...................................................................................................................................... F-65<br />

Balance Sheet............................................................................................................................................. F-66<br />

Notes to the Financial Statements ............................................................................................................ F-67<br />

Appropriation <strong>of</strong> Available Earnings ....................................................................................................... F-69<br />

Report <strong>of</strong> the Statutory Auditors............................................................................................................... F-70<br />

Audited Consolidated Financial Statements as <strong>of</strong> December 31, 2006 ........................................... F-72<br />

Consolidated Income Statement ............................................................................................................... F-73<br />

Consolidated Balance Sheet...................................................................................................................... F-74<br />

Consolidated Cash Flow Statement.......................................................................................................... F-75<br />

Consolidated Statement <strong>of</strong> Changes in Equity ........................................................................................ F-76<br />

Notes to the Consolidated Financial Statements ..................................................................................... F-77<br />

Most important Affiliated and Associated Companies ........................................................................... F-124<br />

Report <strong>of</strong> the Group Auditors ................................................................................................................... F-125<br />

Audited Statutory Financial Statements as <strong>of</strong> December 31, 2006.................................................. F-128<br />

Income Statement ...................................................................................................................................... F-129<br />

Balance Sheet............................................................................................................................................. F-130<br />

Notes to the Financial Statements ............................................................................................................ F-131<br />

Appropriation <strong>of</strong> Available Earnings ....................................................................................................... F-131<br />

Report <strong>of</strong> the Statutory Auditors............................................................................................................... F-132<br />

Audited Consolidated Financial Statements as <strong>of</strong> December 31, 2005 ........................................... F-134<br />

Consolidated Income Statement ............................................................................................................... F-135<br />

Consolidated Balance Sheet...................................................................................................................... F-136<br />

Consolidated Cash Flow Statement.......................................................................................................... F-137<br />

Consolidated Statement <strong>of</strong> Changes in Equity ........................................................................................ F-138<br />

Notes to the Consolidated Financial Statements ..................................................................................... F-139<br />

Most important Group Companies ........................................................................................................... F-178<br />

Report <strong>of</strong> the Group Auditors ................................................................................................................... F-179<br />

Audited Statutory Financial Statements as <strong>of</strong> December 31, 2005.................................................. F-182<br />

Income Statement ...................................................................................................................................... F-183<br />

Balance Sheet............................................................................................................................................. F-184<br />

Notes to the Financial Statements ............................................................................................................ F-185<br />

Appropriation <strong>of</strong> Available Earnings ....................................................................................................... F-187<br />

Report <strong>of</strong> the Statutory Auditors............................................................................................................... F-188<br />

F-1


Unaudited Consolidated Financial Statements for the First Half Year ended June 30, 2008..... F-190<br />

Interim Consolidated Income Statement.................................................................................................. F-191<br />

Interim Consolidated Balance Sheet ........................................................................................................ F-192<br />

Interim Consolidated Cash Flow Statement ............................................................................................ F-193<br />

Interim Consolidated Statement <strong>of</strong> Changes in Equity ........................................................................... F-194<br />

Notes to the Interim Consolidated Financial Statements ........................................................................ F-195<br />

Unaudited Consolidated Financial Statements for the First Half Year ended June 30, 2007..... F-204<br />

Interim Consolidated Income Statement.................................................................................................. F-205<br />

Interim Consolidated Balance Sheet ........................................................................................................ F-206<br />

Interim Consolidated Cash Flow Statement ............................................................................................ F-207<br />

Interim Consolidated Statement <strong>of</strong> Changes in Equity ........................................................................... F-208<br />

Notes to the Interim Consolidated Financial Statements ........................................................................ F-209<br />

Hudson Group Holdings, Inc. / Airport Management Services, LL.C.<br />

Dufry acquired through the investment vehicle Advent-Hudson, LLC, 11.2 percent <strong>of</strong> the share capital <strong>of</strong><br />

Hudson Group Holdings, Inc. (“Hudson”) alongside with Advent International Corporation, which acquired<br />

68.9 percent <strong>of</strong> Advent-Hudson, LLC. The legal entity “Hudson Group Holdings, Inc.” was incorporated only in<br />

view <strong>of</strong> this acquisition as part <strong>of</strong> the transaction structure. Hudson’s consolidated financial statements comprise<br />

all assets and liabilities <strong>of</strong> Hudson’s legal entities, which was formerly accounted for under the name “Airport<br />

Management Services, LL.C.”<br />

Audited Combined and Consolidated Financial Statements for the Fifty-Two Weeks Ended<br />

December 30, 2007 and December 31, 2006 (restated) .................................................................. F-<strong>218</strong><br />

Independent Auditors’ Report .................................................................................................................. F-<strong>218</strong><br />

Combined and Consolidated Balance Sheets........................................................................................... F-219<br />

Combined and Consolidated Statements <strong>of</strong> Operations.......................................................................... F-221<br />

Combined and Consolidated Statements <strong>of</strong> Equity ................................................................................. F-223<br />

Combined and Consolidated Statements <strong>of</strong> Comprehensive Income .................................................... F-225<br />

Combined and Consolidated Statements <strong>of</strong> Cash Flows......................................................................... F-226<br />

Notes to the Consolidated Financial Statements ..................................................................................... F-228<br />

Unaudited Combined and Consolidated Financial Statements for the Twenty-Six Weeks<br />

ended June 29, 2008............................................................................................................................. F-244<br />

Unaudited Combined and Consolidated Balance Sheet.......................................................................... F-245<br />

Unaudited Combined and Consolidated Statement <strong>of</strong> Operations ......................................................... F-247<br />

Unaudited Combined and Consolidated Statement <strong>of</strong> Cash Flows........................................................ F-248<br />

Unaudited Combined and Consolidated Statement <strong>of</strong> Equity ................................................................ F-250<br />

Unaudited Combined and Consolidated Statement <strong>of</strong> Comprehensive Income.................................... F-251<br />

Unaudited Combined and Consolidated Financial Statements for the Twenty-Six Weeks<br />

ended July 1, 2007................................................................................................................................ F-254<br />

Unaudited Combined and Consolidated Balance Sheet.......................................................................... F-255<br />

Unaudited Combined and Consolidated Statement <strong>of</strong> Operations ......................................................... F-257<br />

Unaudited Combined and Consolidated Statement <strong>of</strong> Cash Flows........................................................ F-258<br />

Unaudited Combined and Consolidated Statement <strong>of</strong> Equity ................................................................ F-260<br />

Unaudited Combined and Consolidated Statement <strong>of</strong> Comprehensive Income.................................... F-261<br />

F-2


(This page has been left blank intentionally.)<br />

F-3


Dufry <strong>AG</strong>:<br />

Audited Consolidated Financial Statements as <strong>of</strong> December 31, 2007 ........................................... F-4<br />

Consolidated Income Statement ............................................................................................................... F-5<br />

Consolidated Balance Sheet...................................................................................................................... F-6<br />

Consolidated Cash Flow Statement.......................................................................................................... F-7<br />

Consolidated Statement <strong>of</strong> Changes in Equity ........................................................................................ F-8<br />

Notes to the Consolidated Financial Statements ..................................................................................... F-9<br />

Most important Affiliated Companies...................................................................................................... F-59<br />

Report <strong>of</strong> the Group Auditors ................................................................................................................... F-61<br />

F-4


consolidATed finAnciAl sTATemenTs<br />

As <strong>of</strong> december 31, 2007<br />

in thousands <strong>of</strong> Chf<br />

Net sales<br />

Advertising income<br />

Turnover<br />

Cost <strong>of</strong> sales<br />

Gross pr<strong>of</strong>iT<br />

Selling expenses, net<br />

Personnel expenses<br />

General expenses, net<br />

Depreciation, amortization and impairment<br />

Other operational expenses<br />

Other operational income<br />

Earnings before interest and taxes (EBit)<br />

Financial expenses<br />

Financial income<br />

Earnings before taxes (EBt)<br />

Income taxes<br />

neT eArninGs<br />

F56<br />

attriButaBlE to:<br />

Equity holders <strong>of</strong> the parent<br />

Minority interest<br />

Earnings pEr sharE attriButaBlE<br />

to Equity holdErs <strong>of</strong> thE parEnt<br />

Basic earnings per share in CHF<br />

Diluted earnings per share in CHF<br />

DuFry ANNuAl rEPOrt 2007<br />

FINANCIAl rEPOrt<br />

consolidATed finAnciAl sTATemenTs<br />

consolidATed income sTATemenT<br />

F-5<br />

notE<br />

1<br />

2<br />

3<br />

4<br />

5<br />

6<br />

7<br />

8<br />

9<br />

10<br />

30<br />

30<br />

2007<br />

1,885,401<br />

44,855<br />

1,930,256<br />

902,239<br />

1,028,017<br />

392,958<br />

234,552<br />

141,197<br />

70,190<br />

20,656<br />

(23,855)<br />

192,319<br />

40,538<br />

(12,604)<br />

164,385<br />

38,345<br />

126,040<br />

74,970<br />

51,070<br />

5.35<br />

5.27<br />

2006<br />

1,403,758<br />

32,537<br />

1,436,295<br />

691,925<br />

744,370<br />

285,989<br />

179,469<br />

118,413<br />

50,046<br />

21,863<br />

(80,612)<br />

169,202<br />

35,735<br />

(4,996)<br />

138,463<br />

13,883<br />

124,580<br />

107,714<br />

16,866<br />

7.66<br />

7.61


consolidATed bAlAnce sheeT<br />

AsseTs<br />

in thousands <strong>of</strong> Chf<br />

Cash and cash equivalents<br />

trade and credit card receivables, net<br />

Income tax receivables<br />

Other accounts receivable<br />

Inventories<br />

Current assets<br />

Property, plant and equipment<br />

Intangible assets<br />

Other non-current assets<br />

Deferred tax assets<br />

non-current assets<br />

ToTAl AsseTs<br />

liAbiliTies And shAreholders’ equiTy<br />

in thousands <strong>of</strong> Chf<br />

trade payables<br />

Financial debt, short-term<br />

Income tax payables<br />

Other liabilities<br />

Provisions, short-term<br />

Current liabilities<br />

Financial debt, long-term<br />

Other non-current liabilities<br />

Deferred tax liabilities<br />

Post-employment benefit obligations<br />

Provisions, long-term<br />

non-current liabilities<br />

ToTAl liAbiliTies<br />

Equity attributable to equity holders <strong>of</strong> the parent<br />

Minority interest<br />

total equity<br />

ToTAl liAbiliTies And shAreholders‘ equiTy<br />

F-6<br />

DuFry ANNuAl rEPOrt 2007 57<br />

notE<br />

11<br />

12<br />

13<br />

15<br />

16<br />

17<br />

18<br />

19<br />

notE<br />

20<br />

21<br />

23<br />

20<br />

19<br />

24<br />

23<br />

31. 12. 07<br />

125,077<br />

52,026<br />

10,176<br />

79,213<br />

291,443<br />

557,935<br />

128,487<br />

1,052,026<br />

16,980<br />

20,986<br />

1,<strong>218</strong>,479<br />

1,776,414<br />

31. 12. 07<br />

165,599<br />

16,016<br />

12,719<br />

158,228<br />

10,941<br />

363,503<br />

479,482<br />

8,993<br />

172,927<br />

10,123<br />

3,542<br />

675,067<br />

1,038,570<br />

507,758<br />

230,086<br />

737,844<br />

1,776,414<br />

31. 12. 06<br />

102,390<br />

28,670<br />

3,645<br />

81,980<br />

277,729<br />

494,414<br />

109,000<br />

1,150,138<br />

13,500<br />

15,494<br />

1,288,132<br />

1,782,546<br />

31. 12. 06<br />

157,300<br />

28,546<br />

8,171<br />

149,410<br />

9,717<br />

353,144<br />

587,293<br />

7,447<br />

165,234<br />

10‘512<br />

3 ,7 7 0<br />

774,256<br />

1,127,400<br />

482,124<br />

173,022<br />

655,146<br />

1,782,546


58 DuFry ANNuAl rEPOrt 2007<br />

consolidATed cAsh flow sTATemenT<br />

in thousands <strong>of</strong> Chf<br />

Earnings before taxes (EBt)<br />

adjustmEnts for<br />

Depreciation, amortization and impairment<br />

Other non-cash items<br />

Increase (decrease) in allowances and provisions<br />

loss (gain) on sale <strong>of</strong> property, plant and equipment<br />

Net gain on sale <strong>of</strong> investments<br />

loss (gain) on unrealized foreign exchange differences<br />

Interest expenses<br />

Interest income<br />

Cash flow before working capital changes<br />

Increase in trade and other accounts receivable<br />

Increase in inventories<br />

Increase in trade and other accounts payable<br />

Cash flow generated from operations<br />

Income taxes paid<br />

net cash flows from operating activities<br />

Cash flow from invEsting aCtivitiEs<br />

Acquisition <strong>of</strong> interests in subsidiaries, net <strong>of</strong> cash<br />

Sale <strong>of</strong> interests in subsidiaries, net <strong>of</strong> cash<br />

Purchase <strong>of</strong> intangible assets<br />

Purchase <strong>of</strong> property, plant and equipment<br />

Proceeds from sale <strong>of</strong> property, plant and equipment<br />

Interest received<br />

net cash flows from / (used in) investing activities<br />

Cash flow from finanCing aCtivitiEs<br />

Purchase <strong>of</strong> treasury shares<br />

Dividends paid to group shareholders<br />

Dividends paid to minority shareholders<br />

Increase in capital by minority equity holder<br />

Proceeds from borrowings<br />

repayment <strong>of</strong> borrowings<br />

Decrease <strong>of</strong> loans<br />

Bank transaction costs paid<br />

Interest paid<br />

net cash flows (used in) / from financing activities<br />

Currency translation differences<br />

increase in cash and cash equivalents<br />

Cash and Cash EquivalEnts at thE<br />

– beginning <strong>of</strong> the period<br />

– end <strong>of</strong> the period<br />

F-7<br />

notE<br />

5<br />

8<br />

9<br />

17<br />

31<br />

11<br />

2007<br />

164,385<br />

70,190<br />

5,592<br />

8,139<br />

412<br />

(17,847)<br />

(9,933)<br />

40,538<br />

(4,309)<br />

257,167<br />

(19,589)<br />

(31,367)<br />

31,542<br />

237,753<br />

(30,767)<br />

206,986<br />

–<br />

64,663<br />

(9,685)<br />

(57,865)<br />

1,772<br />

5,143<br />

4,028<br />

(13,107)<br />

(14,063)<br />

(7,186)<br />

–<br />

5,341<br />

(95,632)<br />

(8,177)<br />

(900)<br />

(40,587)<br />

(174,311)<br />

(14,016)<br />

22,687<br />

102,390<br />

125,077<br />

2006<br />

138,463<br />

50,046<br />

2,450<br />

(1,966)<br />

(1,751)<br />

(65,198)<br />

1,465<br />

35,735<br />

(2,057)<br />

157,187<br />

(24,702)<br />

(27,121)<br />

35,916<br />

141,280<br />

(17,442)<br />

123,838<br />

(716,153)<br />

228,084<br />

(11,537)<br />

(52,103)<br />

9,988<br />

1,902<br />

(539,819)<br />

–<br />

–<br />

(5,215)<br />

74<br />

732,832<br />

(204,809)<br />

(1,497)<br />

(7,385)<br />

(34,686)<br />

479,314<br />

(12,545)<br />

50,788<br />

51,602<br />

102,390


consolidATed sTATemenT <strong>of</strong> chAnGes in equiTy<br />

in thousands <strong>of</strong> Chf<br />

Balance as <strong>of</strong> 01.01.06<br />

Currency translation differences<br />

Net gain on hedge <strong>of</strong> investment<br />

total income and expense for the year<br />

recognized directly in equity<br />

Net earnings<br />

total income and expense for the year<br />

Share-based payment (note 36)<br />

Changes in participation <strong>of</strong> minority<br />

interests (note 37)<br />

Dividend to minority interests<br />

Balance as <strong>of</strong> 31.12.06<br />

Currency translation differences<br />

Net gain on hedge <strong>of</strong> investment<br />

total income and expense for the year<br />

recognized directly in equity<br />

Net earnings<br />

total income and expense for the year<br />

Purchase <strong>of</strong> treasury shares<br />

Share-based payment (note 36)<br />

Changes in participation <strong>of</strong> minority<br />

interests (note 37)<br />

Dividend to shareholders<br />

Dividend to minority interests<br />

Balance as <strong>of</strong> 31.12.07<br />

sharE<br />

Capital<br />

70,313<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

sharE<br />

prEmium<br />

256,514<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

– –<br />

– –<br />

70,313 256,514<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

trEasury<br />

sharEs<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

(13,107)<br />

–<br />

DuFry ANNuAl rEPOrt 2007 59<br />

attriButaBlE to Equity holdErs <strong>of</strong> thE parEnt<br />

CurrEnCy<br />

translation<br />

2,852<br />

(43,553)<br />

29,161<br />

(14,392)<br />

– –<br />

– (14,392)<br />

–<br />

–<br />

–<br />

(11,540)<br />

(49,445)<br />

21,687<br />

(27,758)<br />

– –<br />

– (27,758)<br />

rEtainEd<br />

Ear nings<br />

56,673<br />

–<br />

–<br />

–<br />

107,714<br />

107,714<br />

2,450<br />

–<br />

–<br />

166,837<br />

–<br />

–<br />

–<br />

74,970<br />

74,970<br />

–<br />

5,592<br />

total<br />

386,352<br />

(43,553)<br />

29,161<br />

(14,392)<br />

107,714<br />

93,322<br />

2 , 4 5 0<br />

–<br />

–<br />

482,124<br />

(49,445)<br />

21,687<br />

(27,758)<br />

74,970<br />

47,212<br />

(13,107)<br />

5,592<br />

– – – – – –<br />

– – – – (14,063) (14,063)<br />

– – – – – –<br />

70,313 256,514 (13,107) (39,298) 233,336 507,758<br />

F-8<br />

–<br />

–<br />

minority<br />

intErEst<br />

59,684<br />

(8,586)<br />

–<br />

(8,586)<br />

16,866<br />

8,280<br />

–<br />

110,273<br />

(5,215)<br />

173,022<br />

(13,843)<br />

–<br />

(13,843)<br />

51,070<br />

37,227<br />

–<br />

–<br />

32,000<br />

–<br />

(12,163)<br />

230,086<br />

Equity<br />

446,036<br />

(52,139)<br />

29,161<br />

(22,978)<br />

124,580<br />

101,602<br />

2,450<br />

110,273<br />

(5,215)<br />

655,146<br />

(63,288)<br />

21,687<br />

(41,601)<br />

126,040<br />

84,439<br />

(13,107)<br />

5,592<br />

32,000<br />

(14,063)<br />

(12,163)<br />

737,844


60 DuFry ANNuAl rEPOrt 2007<br />

noTes To The consolidATed finAnciAl sTATemenTs<br />

corporATe informATion<br />

Dufry ltd (‘Dufry’ or ‘the Company’) is a public company with headquarters in Basel, Switzerland. the Company is<br />

one <strong>of</strong> the world’s leading travel retail companies operating 448 shops worldwide. the shares <strong>of</strong> the Company are<br />

listed on the Swiss Stock Exchange (SWX). the largest shareholder <strong>of</strong> the Company is travel retail Investments<br />

SCA, which owns 36.67 % in Dufry and which is controlled by funds managed by Advent International Corp.<br />

the consolidated financial statements <strong>of</strong> Dufry ltd and its subsidiaries for the year ended December 31, 2007 were<br />

authorized for issue in accordance with a resolution <strong>of</strong> the Board <strong>of</strong> Directors on April 11, 2008.<br />

bAsis <strong>of</strong> prepArATion<br />

Dufry ltd’s consolidated financial statements have been prepared on a historical cost basis, except for derivative<br />

financial instruments and available-for-sale investments that have been measured at fair value. the carrying<br />

values <strong>of</strong> recognized assets and liabilities that are hedged items in fair value hedges, and are otherwise carried<br />

at cost, are adjusted to record changes in the fair values attributable to the risks that are being hedged. the<br />

consolidated financial statements are presented in Swiss francs and all values are rounded to the nearest thousand<br />

(CHF 000) except when otherwise indicated.<br />

Statement <strong>of</strong> compliance<br />

the consolidated financial statements <strong>of</strong> Dufry ltd and its subsidiaries (the ‘Group’) have been prepared in<br />

accordance with International Financial reporting Standards (IFrS).<br />

BaSiS <strong>of</strong> conSolidation<br />

the consolidated financial statements comprise the financial statements <strong>of</strong> Dufry ltd and its subsidiaries as at<br />

December 31 each year. Subsidiaries are fully consolidated from the date on which the Group obtains control,<br />

mostly being the date <strong>of</strong> acquisition, and continue to be consolidated until the date that such control ceases.<br />

the financial statements <strong>of</strong> the subsidiaries are prepared for the same reporting period as the parent company,<br />

using consistent accounting policies.<br />

All intra-group balances, income and expenses and unrealized gains and losses resulting from intra-group transactions<br />

are eliminated in full.<br />

Minority interests in the net assets (excluding goodwill) <strong>of</strong> consolidated subsidiaries are identified separately<br />

from the Group’s equity therein. Minority interests consist <strong>of</strong> the amount <strong>of</strong> those interests at the date <strong>of</strong> the<br />

original business combination and the minority’s share <strong>of</strong> changes in equity since the date <strong>of</strong> the combination.<br />

losses applicable to the minority, in excess <strong>of</strong> the minority’s interest in the subsidiary’s equity, are allocated<br />

against the interest <strong>of</strong> the Group, except to the extent that the minority has a binding obligation and is able to<br />

make an additional investment to cover the losses. the share <strong>of</strong> the minorities in the net earnings <strong>of</strong> the Group is<br />

also presented separately. Acquisitions <strong>of</strong> minority interests are accounted for using the parent entity extension<br />

method, whereby, the difference between the consideration and the book value <strong>of</strong> the share <strong>of</strong> the net assets<br />

acquired is recognized in goodwill.<br />

F-9


chAnGes in AccounTinG policy And disclosures<br />

DuFry ANNuAl rEPOrt 2007 61<br />

changeS in accounting policy<br />

the accounting policies adopted are consistent with those <strong>of</strong> the previous financial year except as follows:<br />

In 2007, Dufry Group has adopted the following new and amended IFrS and IFrIC interpretations. Adoption <strong>of</strong><br />

these revised standards and interpretations did not have any material effect on the financial performance or<br />

position <strong>of</strong> the Group. they did however give rise to additional disclosures.<br />

– IFrS 7 Financial Instruments: Disclosures<br />

– IAS 1 Amendment - Presentation <strong>of</strong> Financial Statements<br />

– IFrIC 7 Applying the restatement Approach under IAS 29, Financial reporting in Hyperinflationary Economies<br />

– IFrIC 8 Scope <strong>of</strong> IFrS 2<br />

– IFrIC 9 reassessment <strong>of</strong> Embedded Derivatives<br />

– IFrIC 10 Interim Financial reporting and Impairment<br />

the Group has also early adopted the following IFrS and IFrIC interpretations. Adoption <strong>of</strong> these standards and<br />

interpretations did not have any effect on the financial performance or position <strong>of</strong> the Group. they did however<br />

give rise to additional disclosures.<br />

– IFrS 8 Operating Segments<br />

– IFrIC 11 IFrS 2 – Group and treasury Share transactions<br />

the principal effects <strong>of</strong> these changes are as follows:<br />

ifRS 7 financial instruments: disclosures<br />

this standard requires disclosures that enable users <strong>of</strong> the financial statements to evaluate the significance <strong>of</strong><br />

the Group‘s financial instruments and the nature and extent <strong>of</strong> risks arising from those financial instruments. the<br />

new disclosures are included throughout the financial statements. While there has been no effect on the financial<br />

position or results, comparative information has been revised where needed.<br />

iaS 1 presentation <strong>of</strong> financial Statements<br />

this amendment requires the Group to make new disclosures to enable users <strong>of</strong> the financial statements to<br />

evaluate the Group‘s objectives, policies and processes for managing capital. these disclosures are in note<br />

25 Financial instruments paragraph “Financial risk management objectives”.<br />

ifRic 7 – applying the Restatement approach under iaS 29, financial Reporting in hyperinflationary economies<br />

IFrIC 7 provides guidance on how to apply the requirements <strong>of</strong> IAS 29 in a reporting period in which an entity<br />

identifies the existence <strong>of</strong> hyperinflation in the economy <strong>of</strong> its functional currency, when the economy was not<br />

hyperinflationary in the prior period. the interpretation had no impact on the financial position or performance<br />

<strong>of</strong> the Group.<br />

ifRic 8 Scope <strong>of</strong> ifRS 2<br />

this interpretation requires IFrS 2 to be applied to any arrangements in which the entity cannot identify specifically<br />

some or all <strong>of</strong> the goods received, in particular where equity instruments are issued for consideration, which<br />

appears to be less than fair value. As equity instruments are only issued to employees in accordance with the<br />

employee share scheme, the interpretation had no impact on the financial position or performance <strong>of</strong> the Group.<br />

ifRic 9 Reassessment <strong>of</strong> embedded derivatives<br />

IFrIC 9 states that the date to assess the existence <strong>of</strong> an embedded derivative is the date that an entity first<br />

becomes a party to the contract, with reassessment only if there is a change to the contract that significantly<br />

modifies the cash flows. As the Group has no embedded derivative requiring separation from the host contract,<br />

the interpretation had no impact on the financial position or performance <strong>of</strong> the Group.<br />

F-10


62 DuFry ANNuAl rEPOrt 2007<br />

ifRic 10 interim financial Reporting and impairment<br />

the Group adopted IFrIC Interpretation 10 as <strong>of</strong> January 1, 2007, which requires that an entity must not reverse an<br />

impairment loss recognized in a previous interim period in respect <strong>of</strong> goodwill or an investment in either an equity<br />

instrument or a financial asset carried at cost. As the Group had no impairment losses previously reversed, the<br />

interpretation had no impact on the financial position or performance <strong>of</strong> the Group.<br />

ifRS 8 operating Segments<br />

this standard requires disclosure <strong>of</strong> information about the Group‘s operating segments and replaced the requirement<br />

to determine primary (business) and secondary (geographical) reporting segments <strong>of</strong> the Group. As the<br />

Group determined that the operating segments were the same as the business segments previously identified<br />

under IAS 14 Segment reporting, no additional disclosures about each <strong>of</strong> these segments are required.<br />

ifRic 11 ifRS 2 – group and treasury Share transactions<br />

the Group has elected to adopt IFrIC Interpretation 11 as <strong>of</strong> January 1, 2007, ins<strong>of</strong>ar as it applies to consolidated<br />

financial statements. this interpretation requires arrangements whereby an employee is granted rights to an<br />

entity‘s equity instruments to be accounted for as an equity-settled scheme, even if the entity buys the instruments<br />

from another party, or the shareholders provide the equity instruments needed.<br />

changeS in diScloSuReS<br />

trade and credit card receivables<br />

Credit card receivables amounting to CHF 38.2 million in 2007 (CHF 21.5 million in 2006) are included in “trade<br />

and credit card receivables” (note 12) for the financial periods starting on or after January 1, 2007. Previously the<br />

credit card receivables were disclosed in “Other accounts receivable” (note 13). the comparative figures have<br />

been restated accordingly.<br />

capital work in progress<br />

Capital work in progress, which comprises unfinished capital expenditure projects, amounting to CHF 10.2 million<br />

in 2007 (CHF 7.0 million in 2006) are included in “Property, plant and equipment” (note 16) for the financial periods<br />

starting on or after January 1, 2007. Previously the capital work in progress was disclosed in “Other non-current<br />

assets” (note 18). the comparative figures have been restated accordingly.<br />

siGnificAnT AccounTinG esTimATes And AssumpTions<br />

the preparation <strong>of</strong> the Group‘s financial statements requires management to make judgments, estimates and<br />

assumptions that affect the reported amounts <strong>of</strong> revenues, expenses, assets and liabilities, and the disclosure <strong>of</strong><br />

contingent liabilities, at the reporting date. However, uncertainty about these assumptions and estimates could<br />

result in outcomes that could require a material adjustment to the carrying amount <strong>of</strong> the asset or liability in the<br />

future.<br />

eStimateS and aSSumptionS<br />

the key assumptions concerning the future and other key sources <strong>of</strong> estimation uncertainty at the balance sheet<br />

date, which may have a significant risk <strong>of</strong> causing a material adjustment to the carrying amounts <strong>of</strong> assets and<br />

liabilities within the next financial year, are discussed below.<br />

concession rights<br />

Concession rights acquired in a business combination are valued at fair value as at the date <strong>of</strong> acquisition. the useful<br />

lives <strong>of</strong> operating concessions are assessed to be either finite or indefinite based on individual circumstances. the<br />

useful lives <strong>of</strong> operating concessions are reviewed annually to determine whether the indefinite life assessment for<br />

those concessions where it is assumed continues to be sustainable. the Group tests the operating concessions with<br />

indefinite useful lives for impairment. the underlying calculation requires the use <strong>of</strong> estimates.<br />

F-11


DuFry ANNuAl rEPOrt 2007 63<br />

Brands and goodwill<br />

the Group tests brands and goodwill annually for impairment in accordance with IAS 36. the underlying calculation<br />

requires the use <strong>of</strong> estimates.<br />

income taxes<br />

the Group is subject to income taxes in numerous jurisdictions. Significant judgment is required in determining<br />

the worldwide provision for income taxes. there are many transactions and calculations for which the ultimate<br />

tax assessment is uncertain. the Group recognizes liabilities for tax audit issues based on estimates <strong>of</strong> whether<br />

additional taxes will be payable. Where the final tax outcome is different from the amounts that were initially<br />

recorded, such differences will impact the income tax and deferred tax provisions in the period in which such<br />

assessment is made.<br />

deferred tax assets<br />

Deferred tax assets are recognized for unused tax losses only to the extent that it is probable that taxable pr<strong>of</strong>it will<br />

be available against which the losses can be utilized. Significant management judgment is required to determine<br />

the amount <strong>of</strong> deferred tax assets that can be recognized, based upon the likely timing and level <strong>of</strong> future taxable<br />

pr<strong>of</strong>its together with future tax planning strategies. Further details are given in note 19.<br />

Share-based payments<br />

the Group measures the cost <strong>of</strong> equity-settled transactions with employees by reference to the fair value <strong>of</strong> the<br />

equity instruments at the date at which they are granted. Estimating fair value requires determining the most<br />

appropriate valuation model for a grant <strong>of</strong> equity instruments, which is dependent on the terms and conditions<br />

<strong>of</strong> the grant. this also requires determining the most appropriate inputs to the valuation model including the<br />

expected life <strong>of</strong> the option, volatility and dividend yield and making assumptions about them. the assumptions<br />

and models used are disclosed in note 36.<br />

pension and other post-employment benefit obligations<br />

the cost <strong>of</strong> defined benefit pension plans and other post-employment benefits is determined using actuarial<br />

valuations. the actuarial valuation involves making assumptions about expected rates <strong>of</strong> return on assets, future<br />

salary increases, mortality rates and future pension increases. Due to the long term nature <strong>of</strong> these plans, such<br />

estimates are subject to significant uncertainty. Further details are given in note 24.<br />

summAry <strong>of</strong> siGnificAnT AccounTinG policies<br />

foReign cuRRency tRanSlation<br />

the consolidated financial statements are expressed in Swiss Francs (CHF). Each company in the Group determines<br />

its own functional currency and items included in the financial statements <strong>of</strong> each entity are measured<br />

using that functional currency. transactions in foreign currencies are initially recorded at the functional currency<br />

rate ruling at the date <strong>of</strong> the transaction. Monetary assets and liabilities denominated in foreign currencies are<br />

retranslated at the functional currency rate <strong>of</strong> exchange ruling at the balance sheet date. All differences are taken<br />

to pr<strong>of</strong>it or loss with the exception <strong>of</strong> differences on foreign currency borrowings that provide a hedge against a net<br />

investment in a foreign entity. these are taken directly to equity until the disposal <strong>of</strong> the net investment, at which<br />

time they are recognized in pr<strong>of</strong>it or loss. tax charges and credits attributable to exchange differences on those<br />

borrowings are also dealt with in equity. Non-monetary items that are measured in terms <strong>of</strong> historical cost in a<br />

foreign currency are translated using the exchange rates as at the dates <strong>of</strong> the initial transactions. Non-monetary<br />

items measured at fair value in a foreign currency are translated using the exchange rates at the date when the<br />

fair value was determined. Any goodwill arising on the acquisition <strong>of</strong> an operation and any fair value adjustments<br />

to the carrying amounts <strong>of</strong> assets and liabilities arising on that acquisition are treated as assets and liabilities <strong>of</strong><br />

the respective holding company and translated at the closing rate.<br />

F-12


64 DuFry ANNuAl rEPOrt 2007<br />

As at the reporting date, the assets and liabilities <strong>of</strong> all subsidiaries reporting in foreign currency are translated<br />

into the presentation currency <strong>of</strong> Dufry (Swiss Francs) at the rate <strong>of</strong> exchange ruling at the balance sheet date and<br />

their income statements are converted at the average exchange rates <strong>of</strong> each month. the exchange differences<br />

arising on the translation are taken directly to a separate component <strong>of</strong> equity. On disposal <strong>of</strong> a foreign entity, the<br />

deferred cumulative amount recognized in equity relating to that particular foreign operation is recognized in the<br />

income statement.<br />

Dufry has considered some intercompany long-term loans, which are not likely to be settled in a foreseeable<br />

future as being part <strong>of</strong> the net investment in such subsidiary. In compliance with IAS 21 paragraph 15 the related<br />

exchange differences have been considered in a separate component <strong>of</strong> the equity, until the disposal <strong>of</strong> the net<br />

investment or the repayment <strong>of</strong> the loan, at which time they are included in the income statement as part <strong>of</strong> the<br />

gain or loss on disposal.<br />

cash and cash equivalents<br />

Cash and cash equivalents consist <strong>of</strong> cash on hand, cash and short-term deposits with banks, with maturity <strong>of</strong><br />

90 days or less.<br />

trade and credit card receivables<br />

trade receivables and credit card receivables are stated at their nominal value less an allowance for any<br />

uncollectible amount. the allowance for doubtful accounts is established based on an individual evaluation when<br />

collection is no longer possible based on experience.<br />

effective interest method<br />

the effective interest method is a method <strong>of</strong> calculating the amortized cost <strong>of</strong> a financial asset and <strong>of</strong> allocating<br />

interest income over the relevant period. the effective interest rate is the rate that exactly discounts estimated<br />

future cash receipts through the expected life <strong>of</strong> the financial asset, or, where appropriate, a shorter period.<br />

Income is recognized on an effective interest basis for debt instruments other than those financial assets at fair<br />

value.<br />

impairment <strong>of</strong> financial assets<br />

the Group assesses at each balance sheet date whether there is objective evidence that a financial asset or<br />

group <strong>of</strong> financial assets are impaired. In the case <strong>of</strong> equity securities classified as available for sale, a significant<br />

or prolonged decline in the fair value <strong>of</strong> the security below its cost is considered in determining whether the<br />

securities are impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss –<br />

measured as the difference between the acquisition cost and the current fair value, less any impairment loss<br />

on that financial asset previously recognized in pr<strong>of</strong>it or loss – is removed from equity and recognized in the<br />

income statement. Impairment losses recognized in the income statement on equity instruments are not reversed<br />

through the income statement.<br />

inventories<br />

Inventories are valued at the lower <strong>of</strong> historical cost or net realizable value. the historical costs are determined<br />

using the FIFO method. Historical cost includes all expenses incurred in bringing the inventories to their present<br />

location and condition. this includes import duties, transport and handling costs and any other directly attributable<br />

costs <strong>of</strong> acquisition. Purchase discounts and rebates are deducted in determining the cost <strong>of</strong> inventories.<br />

the net realizable value is the estimated selling price in the ordinary course <strong>of</strong> business, less the estimated costs<br />

necessary to make the sale. Inventories are impaired for obsolence and expired goods are fully written <strong>of</strong>f.<br />

F-13


DuFry ANNuAl rEPOrt 2007 65<br />

other non-current assets<br />

Other non-current assets include basically guarantee deposits and loans receivable maturing after 12 months.<br />

property, plant and equipment<br />

these are stated at cost less accumulated depreciation and any impairment in value. Depreciation is computed<br />

on a straight-line basis over the shorter <strong>of</strong> the estimated useful life <strong>of</strong> the asset and the lease term.<br />

the useful lives applied are as follows:<br />

– Buildings 10 to 25 years<br />

– leasehold improvements 5 years<br />

– Furniture, fixture and vehicles 5 years<br />

– Computer hardware 5 years<br />

the asset’s residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet<br />

date.<br />

land is valued at acquisition cost and not depreciated as it is deemed to have an indefinite life. Additional costs,<br />

which extend the useful life <strong>of</strong> tangible assets, are capitalized. there are no financing costs associated with the<br />

construction <strong>of</strong> tangible assets.<br />

leasing<br />

leases <strong>of</strong> assets under which the Group essentially assumes all the benefits and risks <strong>of</strong> ownership are classified<br />

as finance leases. Finance leases are capitalized at the inception <strong>of</strong> the lease at the fair value <strong>of</strong> the leased property<br />

or if lower at the present value <strong>of</strong> the minimum lease payments. the assets acquired under these contracts are<br />

depreciated over the shorter <strong>of</strong> the estimated useful life <strong>of</strong> the asset or the lease term. the corresponding financial<br />

obligations are included in the liabilities. leases <strong>of</strong> assets under which all the risks and rewards <strong>of</strong> ownership are<br />

effectively retained by the lessor are classified as operating leases and payments made are charged to the income<br />

statement on a straight-line basis. the Group does not hold any finance leases during the periods disclosed.<br />

investment properties<br />

Investment property is held for long-term purposes and is not occupied by the Group itself. Such properties are<br />

treated as non-current investments and are carried at fair value. Fair value is the market value as determined<br />

by external appraisers on an annual basis. Changes in fair value are recorded in the income statement and are<br />

included in operating income in the period in which they arise. During the periods disclosed, the Group did not<br />

hold any property in this category.<br />

Business combinations and goodwill<br />

Investments in subsidiaries<br />

In cases where the Group directly or indirectly holds a majority <strong>of</strong> voting rights or otherwise exercises any other<br />

form <strong>of</strong> direct or indirect control, the assets and liabilities, expenses and income <strong>of</strong> the companies concerned<br />

are included in full in the consolidated financial statements. Minority interests in the earnings and equity <strong>of</strong><br />

subsidiaries are disclosed separately.<br />

Companies are consolidated from the date at which control is acquired by use <strong>of</strong> the purchase method <strong>of</strong><br />

accounting . Identifiable assets acquired, liabilities and contingent liabilities assumed in a business combination<br />

are measured initially at the fair values at the acquisition date, irrespective <strong>of</strong> the extent <strong>of</strong> any minority interests .<br />

the excess <strong>of</strong> the cost <strong>of</strong> acquisition over the fair value <strong>of</strong> the Group’s share <strong>of</strong> the identifiable net assets is recorded<br />

F-14


66 DuFry ANNuAl rEPOrt 2007<br />

as goodwill. If the cost <strong>of</strong> acquisition is less than the fair value <strong>of</strong> the net assets <strong>of</strong> the subsidiary acquired , the<br />

difference is directly recognized in the income statement. the value <strong>of</strong> recorded goodwill and other intangibles<br />

having an indefinite useful life are reviewed annually and if management determines that impairment in the<br />

carrying value exists, an impairment loss is recognized.<br />

If a subsidiary is sold, the difference between the selling price and the net assets inclusive the translation<br />

difference is recognized as net gain on sale <strong>of</strong> investments in the consolidated income statement.<br />

investments in associates<br />

Investments in associates are accounted for using the equity method <strong>of</strong> accounting. these are entities in which<br />

the Group has significant influence (20 % – 50 % ownership) and which are neither subsidiaries nor joint ventures.<br />

the investment in associates is carried in the balance sheet at cost plus post acquisition changes in the Group’s<br />

share <strong>of</strong> net assets <strong>of</strong> the associates, less any impairment in value. the income statement reflects the Group’s<br />

share <strong>of</strong> the results <strong>of</strong> operations <strong>of</strong> these associates.<br />

financial investments<br />

Financial investments (less than 20 % owned) are stated at fair value. Dividends received from them, if any, as well<br />

as the change in fair value are included in the income statement.<br />

intangible assets<br />

Concession rights and brands acquired both separately and from a business combination<br />

Intangible assets acquired separately are capitalized at cost and when acquired from a business combination,<br />

they are capitalized at fair value as at the date <strong>of</strong> acquisition. Following initial recognition, the cost model is<br />

applied to the class <strong>of</strong> intangible assets. the useful lives <strong>of</strong> these intangible assets are assessed to be either<br />

finite or indefinite . Intangible assets with finite lives are amortized over the useful economic life. the useful life<br />

<strong>of</strong> an intangible asset with an indefinite life is reviewed annually to determine whether indefinite life assessment<br />

continues to be supportable. If not, the change in useful life assessment from indefinite to finite is made on a<br />

prospective basis. Brands have indefinite useful lives and are therefore not amortized.<br />

the indefinite life concession rights have been granted for a period ranging from 10 to 30 years by the relevant<br />

airport authorities. According to Dufry’s experience, these concession rights have always been renewed without<br />

significant time and effort to the Group. As a result these concession rights are assessed as having an indefinite<br />

useful life.<br />

Goodwill<br />

Goodwill represents the excess <strong>of</strong> the cost <strong>of</strong> acquisition over the fair value <strong>of</strong> the identifiable net assets <strong>of</strong> the<br />

related subsidiary or associate at the date <strong>of</strong> the acquisition. Goodwill is carried at cost less accumulated impairment<br />

losses. the carrying amount <strong>of</strong> goodwill will be reviewed annually for impairment or when events or changes<br />

in circumstances indicate that the carrying value is not recoverable. Gains and losses on the sale <strong>of</strong> a subsidiary<br />

include the carrying amount <strong>of</strong> goodwill relating to the entity sold. Goodwill is allocated to the cash-generating<br />

units for the purpose <strong>of</strong> impairment testing.<br />

impairment <strong>of</strong> non-financial assets<br />

Assets that have an indefinite useful life are not subject to amortization but are tested annually for impairment.<br />

Assets that are subject to depreciation and amortization are reviewed for impairment whenever events or circumstances<br />

indicate that the carrying amount may not be recoverable. An impairment loss is recognized when the<br />

carrying amount <strong>of</strong> an asset exceeds its recoverable amount. the recoverable amount is the higher <strong>of</strong> an asset’s<br />

fair value less costs to sell and its value in use. For the purposes <strong>of</strong> assessing impairment, assets are grouped at<br />

the lowest levels for which there are separately identifiable cash flows (cash-generating units).<br />

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DuFry ANNuAl rEPOrt 2007 67<br />

investments and other financial assets<br />

the Group classifies its investments in the following categories: financial assets at fair value through pr<strong>of</strong>it or<br />

loss, loans and receivables, held-to-maturity investments, and available-for-sale financial assets. the classification<br />

depends on the purpose for which the investments were acquired. Management determines the classification<br />

<strong>of</strong> its investments at initial recognition.<br />

Financial assets at fair value through pr<strong>of</strong>it or loss<br />

this category has two sub-categories: financial assets held for trading, and those designated at fair value through<br />

pr<strong>of</strong>it or loss at inception. A financial asset is classified in this category if acquired principally for the purpose<br />

<strong>of</strong> selling in the short-term. Derivatives are also categorized as held for trading unless they are designated as<br />

hedges. Assets in this category are classified as current assets if they are either held for trading or are expected<br />

to be realized within 12 months <strong>of</strong> the balance sheet date.<br />

loans and other accounts receivable<br />

loans and other accounts receivable are non-derivative financial assets with fixed or determinable payments<br />

that are not quoted in an active market. they arise when the Group provides money, goods or services directly to a<br />

debtor with no intention <strong>of</strong> trading the receivable. loans and receivables are included in current assets, except for<br />

maturities greater than 12 months after the balance sheet date, in which case they are classified as non-current<br />

assets.<br />

Held-to-maturity investments<br />

Held-to maturity investments are non-derivative financial assets with fixed or determinable payments and fixed<br />

maturities that the Group’s management has the positive intention and ability to hold to maturity. At the end <strong>of</strong> the<br />

year, the Group did not hold any investments in this category.<br />

Available-for-sale financial assets<br />

Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified<br />

in any <strong>of</strong> the other categories. they are included in non-current assets unless management intends to dispose <strong>of</strong><br />

the investment within 12 months <strong>of</strong> the balance sheet date. Purchases and sales <strong>of</strong> investments are recognized on<br />

the trade date. this is the date on which the Group commits to purchase or sell the asset. Investments are initially<br />

recognized at fair value plus transaction costs for all financial assets not carried at fair value through pr<strong>of</strong>it or<br />

loss. Investments are derecognized when the rights to receive cash flows from the investments have expired or<br />

have been transferred and the Group has transferred substantially all risks and rewards <strong>of</strong> ownership. Availablefor-sale<br />

financial assets and financial assets at fair value through pr<strong>of</strong>it or loss are subsequently carried at fair<br />

value. loans and receivables and held-to-maturity investments are carried at amortized cost using the effective<br />

interest method. realized and unrealized gains and losses arising from changes in the fair value <strong>of</strong> the financial<br />

assets at fair value through pr<strong>of</strong>it or loss category are included in the income statement in the period in which they<br />

arise. unrealized gains and losses arising from changes in the fair value <strong>of</strong> non-monetary securities classified as<br />

available-for-sale are recognized in equity. When securities classified as available-for-sale are sold or impaired,<br />

the accumulated fair value adjustments are included in the income statement as gains and losses from investment<br />

securities.<br />

the fair values <strong>of</strong> quoted investments are based on current bid prices. If the market for a financial asset is not<br />

active (and for unlisted securities), the Group establishes fair value by using valuation techniques. these include<br />

the use <strong>of</strong> recent arm’s length transactions, reference to other instruments that are substantially the same,<br />

discounted cash flow analysis, and option pricing models refined to reflect the issuer’s specific circumstances.<br />

financial liaBilitieS and equity inStRumentS iSSued By the gRoup<br />

classification as debt or equity<br />

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the<br />

substance <strong>of</strong> the contractual arrangement.<br />

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68 DuFry ANNuAl rEPOrt 2007<br />

equity instruments<br />

An equity instrument is any contract that evidences a residual interest in the assets <strong>of</strong> an entity after deducting all<br />

<strong>of</strong> its liabilities. Equity instruments are recorded at the proceeds received, net <strong>of</strong> direct issue costs.<br />

Share capital<br />

Dividends are recognized as liabilities in the period in which they are approved by the respective company’s<br />

shareholders.<br />

financial liabilities<br />

Financial liabilities are classified as either financial liabilities at fair value through pr<strong>of</strong>it and loss or other financial<br />

liabilities.<br />

Financial liabilities at fair value through pr<strong>of</strong>it and loss<br />

Financial liabilities at fair value through pr<strong>of</strong>it and loss are initially measured at fair value and subsequently stated<br />

at fair value, with any resulting gain or loss recognized in pr<strong>of</strong>it and loss.<br />

Financial guarantee contract liabilities<br />

Financial guarantee contract liabilities are measured initially at their fair values and are subsequently measured<br />

at the higher <strong>of</strong> the amount recognized as a provision and the amount initially recognized less cumulative<br />

amortization recognized in accordance with the revenue recognition policies set out above.<br />

Other financial liabilities<br />

Other financial liabilities, including borrowings, are initially measured at fair value, net <strong>of</strong> transaction costs. Other<br />

financial liabilities are subsequently measured at amortized cost using the effective interest method, with interest<br />

expense recognized on an effective yield basis.<br />

Borrowing costs<br />

Borrowing costs are recognized as an expense when incurred, except for the transaction costs, which are set-<strong>of</strong>f<br />

from the bank loans and amortized over the period <strong>of</strong> the credit facility.<br />

other accounts payable<br />

Other accounts payable comprise <strong>of</strong> current or renewable liabilities due within one year. It includes accrued<br />

liabilities , salaries and wages and other liabilities.<br />

financial RiSk factoRS<br />

the Group operates worldwide and is therefore exposed to a variety <strong>of</strong> financial risks such as foreign exchange<br />

risk, credit risk, liquidity risk and cash flow and interest rate risk. the risks are discussed in note 25 “Financial<br />

instruments”.<br />

pRoviSionS<br />

Provisions are recognized when the Group has a present obligation (legal or constructive) as a result <strong>of</strong> a past<br />

event, where it is probable that an outflow <strong>of</strong> resources embodying economic benefits will be required to settle the<br />

obligation, and where a reliable estimate can be made <strong>of</strong> the amount <strong>of</strong> the obligation. Provisions for litigations<br />

or claims are recognized when a present obligation to a third party exists, which has arisen from past events, a<br />

reasonable estimate <strong>of</strong> that obligation can be made and the management considers that it is more likely than not<br />

that an economic outflow will occur.<br />

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DuFry ANNuAl rEPOrt 2007 69<br />

penSionS and otheR poSt-employment BenefitS<br />

pension obligations<br />

Employees <strong>of</strong> the Group are eligible for retirement, invalidity and death benefits in accordance with the local<br />

Social Security schemes prevailing in the countries concerned and defined benefit or defined contribution plans<br />

provided through separate funds, insurance plans, or unfunded arrangements. the pension plans are generally<br />

funded through regular contributions made by the employer, the employee and through the income generated by<br />

their capital investments. Where, due to local conditions, a plan is not funded, a liability is recorded in the financial<br />

statements.<br />

Where the Group has defined contribution plans, the net periodic pension cost is recognized in the income<br />

statement and equals the contributions made by the employer.<br />

In the case <strong>of</strong> defined benefit plans, the net periodic pension cost is assessed using the projected unit credit<br />

method . the defined benefit obligation is measured at the present value <strong>of</strong> the estimated future cash flows. the net<br />

periodic pension cost less employee contributions is included in the personnel expenses where the employees are<br />

located. Plan assets are recorded at their fair value in the books <strong>of</strong> the stand-alone pension fund. Actuarial gains<br />

or losses beyond the corridor arising from adjustments posted, changes in actuarial assumptions, and amendments<br />

to pension plans, are recognized over the average remaining service lives <strong>of</strong> the related employees.<br />

termination benefits<br />

termination benefits are payable when employment is terminated before the normal retirement date, or whenever<br />

an employee accepts voluntary redundancy in exchange for the benefits. the Group recognizes termination<br />

benefits when it is demonstrably committed to either, terminating the employment <strong>of</strong> current employees according<br />

to a detailed formal plan without possibility <strong>of</strong> withdrawal; or providing termination benefits as a result <strong>of</strong> an <strong>of</strong>fer<br />

made to encourage voluntary redundancy. Benefits falling due more than 12 months after balance sheet date are<br />

discounted to present value.<br />

ShaRe-BaSed payment tRanSactionS<br />

Employees (including senior management) <strong>of</strong> the Group may receive part <strong>of</strong> their remuneration in the form <strong>of</strong><br />

share-based payment transactions, whereby employees render services as consideration for equity instruments<br />

(‘equity settled transactions’). In situations where some or all <strong>of</strong> the goods or services received by the entity as<br />

consideration for equity instruments cannot be specifically identified, they are measured as the difference between<br />

the fair value <strong>of</strong> the share-based payment and the fair value <strong>of</strong> any identifiable goods or services received at the<br />

grant date. For cash-settled transactions, the liability is measured at each reporting date until settlement.<br />

equity-Settled tRanSactionS<br />

the cost <strong>of</strong> equity-settled transactions with employees, for awards granted after November 7, 2002 is measured<br />

by reference to the fair value at the date on which they are granted. the fair value is determined by an external<br />

expert using the binomial pricing model.<br />

the cost <strong>of</strong> equity-settled transactions is recognized, together with a corresponding increase in equity, over the<br />

period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant<br />

employees become fully entitled to the award (‘the vesting date’). the cumulative expense recognized for equitysettled<br />

transactions at each reporting date until the vesting date reflects the extent to which the vesting period has<br />

expired and the Group’s best estimate <strong>of</strong> the number <strong>of</strong> equity instruments that will ultimately vest. the income<br />

statement charge or credit for a period represents the movement in cumulative expense recognized as at the<br />

beginning and end <strong>of</strong> that period.<br />

No expense is recognized for awards that do not ultimately vest, except for awards where vesting is conditional<br />

upon a market condition, which are treated as vesting irrespective <strong>of</strong> whether or not the market condition is<br />

satisfied , provided that all other performance conditions are satisfied.<br />

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70 DuFry ANNuAl rEPOrt 2007<br />

Where the terms <strong>of</strong> an equity-settled award are modified, the minimum expense recognized is the expense if the<br />

terms had not been modified. An additional expense is recognized for any modification, which increases the total<br />

fair value <strong>of</strong> the share based payment arrangement, or is otherwise beneficial to the employee as measured at<br />

the date <strong>of</strong> modification.<br />

Where an equity-settled award is cancelled, it is treated as if it had vested on the date <strong>of</strong> cancellation, and any<br />

expense not yet recognized for the award is recognized immediately. However, if a new award is substituted for<br />

the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new<br />

awards are treated as if they were a modification <strong>of</strong> the original award, as described in the previous paragraph.<br />

the dilutive effect <strong>of</strong> outstanding awards is reflected as additional share dilution in the computation <strong>of</strong> earnings<br />

per share.<br />

caSh-Settled tRanSactionS<br />

the cost <strong>of</strong> cash settled transactions is measured initially at fair value at the grant date using a binomial model.<br />

this fair value is expensed over the period until vesting with recognition <strong>of</strong> a corresponding liability. the liability<br />

is re-measured at each balance sheet date up to and including the settlement date with changes in fair value<br />

recognized in pr<strong>of</strong>it or loss.<br />

Revenue Recognition<br />

revenue is recognized to the extent that it is probable that the economic benefits will flow to the Group and the<br />

revenue can be reliably measured. revenue is measured at the fair value <strong>of</strong> the consideration received, excluding<br />

discounts, rebates, and other sales taxes or duty. the following specific recognition criteria must also be met<br />

before revenue is recognized:<br />

turnover<br />

Net sales<br />

Dufry’s net sales consist <strong>of</strong> travel related retail sales <strong>of</strong> goods, which are sold duty free or duty paid, depending on<br />

local laws or regulations. Sales are recognized when significant risks and rewards <strong>of</strong> ownership <strong>of</strong> the products<br />

have been transferred to the customer. retail sales are settled in cash or by credit card. the sales are considered<br />

net, after deducting, where applicable, trade discounts or sales taxes.<br />

Advertising income<br />

Advertising income is recognized in the period, in which the services have been rendered, and the amount <strong>of</strong><br />

income generated in respect <strong>of</strong> this transaction can be measured reliably and it is probable that the economic<br />

benefits associated with the transaction will flow to the Company.<br />

government grants<br />

Government Grants are recognized at fair value where there is reasonable assurance that the grant will be<br />

received and all related conditions will be complied with.<br />

otheR calculation methodS and definitionS in the income Statement<br />

cost <strong>of</strong> sales<br />

Cost <strong>of</strong> sales are recognized when a subsidiary sells a product and comprise the purchase price and the cost<br />

incurred until the product arrives at the warehouse, i.e. import duties, transport and handling cost. Additionally,<br />

this amount includes inventory differences and valuation adjustments to the inventory.<br />

other operational expenses and other operational income<br />

Other operational expenses and other operational income reflect the effects on non-recurring transactions, gains<br />

or losses on sale <strong>of</strong> property, plant and equipments or intangible assets, as well as changes in impairments and<br />

provisions. Also included in other operational income is the net income from the sale <strong>of</strong> interest in subsidiaries,<br />

less related expenses incurred to perform these transactions.<br />

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DuFry ANNuAl rEPOrt 2007 71<br />

financial result<br />

the financial result includes interest on borrowings with third parties and interest on trade accounts with third<br />

parties. It also includes foreign exchange results deriving from the revaluation <strong>of</strong> monetary assets and liabilities<br />

in foreign currency.<br />

taxeS<br />

income tax assets and liabilities<br />

Income tax assets and liabilities for the current and prior periods are measured at the amount expected to be<br />

recovered from or paid to the taxation authorities. the tax rates and tax laws used to compute the amount are<br />

those that are enacted or substantively enacted by the balance sheet date. Current income tax relating to items<br />

recognized directly in equity is recognized in equity and not in the income statement.<br />

Deferred income taxes<br />

Deferred income taxes are provided using the liability method on temporary differences at the balance sheet date<br />

between the tax bases <strong>of</strong> assets and liabilities and their carrying amounts for financial reporting purposes.<br />

Deferred income tax liabilities are recognized for all taxable temporary differences, except:<br />

– where the deferred income tax liability arises from the initial recognition <strong>of</strong> goodwill or <strong>of</strong> an asset or liability in a<br />

transaction that is not a business combination and, at the time <strong>of</strong> the transaction, affects neither the accounting<br />

pr<strong>of</strong>it nor taxable pr<strong>of</strong>it or loss; and<br />

– in respect <strong>of</strong> taxable temporary differences associated with investments in subsidiaries, associates and<br />

interests in joint ventures, where the timing <strong>of</strong> the reversal <strong>of</strong> the temporary differences can be controlled and<br />

it is probable that the temporary differences will not reverse in the foreseeable future.<br />

Deferred income tax assets are recognized for all deductible temporary differences, carry forward <strong>of</strong> unused tax<br />

credits and unused tax losses, to the extent that it is probable that taxable pr<strong>of</strong>it will be available against which the<br />

deductible temporary differences, the carry forward <strong>of</strong> unused tax credits and unused tax losses can be utilized<br />

except:<br />

– where the deferred income tax asset relating to the deductible temporary difference arises from the initial<br />

recognition <strong>of</strong> an asset or liability in a transaction that is not a business combination and, at the time <strong>of</strong> the<br />

transaction, affects neither the accounting pr<strong>of</strong>it nor taxable pr<strong>of</strong>it or loss; and<br />

– in respect <strong>of</strong> deductible temporary differences associated with investments in subsidiaries, associates and<br />

interests in joint ventures, deferred income tax assets are recognized only to the extent that it is probable that<br />

the temporary differences will reverse in the foreseeable future and taxable pr<strong>of</strong>it will be available against<br />

which the temporary differences can be utilized.<br />

the carrying amount <strong>of</strong> deferred income tax assets is reviewed at each balance sheet date and reduced to the<br />

extent that it is no longer probable that sufficient taxable pr<strong>of</strong>it will be available to allow all or part <strong>of</strong> the deferred<br />

income tax asset to be utilized. unrecognized deferred income tax assets are reassessed at each balance sheet<br />

date and are recognized to the extent that it has become probable that future taxable pr<strong>of</strong>it will allow the deferred<br />

tax asset to be recovered.<br />

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year<br />

when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or<br />

substantively enacted at the balance sheet date. Deferred income tax relating to items recognized directly in equity<br />

is recognized in equity and not in the income statement.<br />

Deferred income tax assets and deferred income tax liabilities are <strong>of</strong>fset, if a legally enforceable right exists to<br />

set <strong>of</strong>f current tax assets against current income tax liabilities and the deferred income taxes relate to the same<br />

taxable entity and the same taxation authority.<br />

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72 DuFry ANNuAl rEPOrt 2007<br />

deRivative financial inStRumentS and hedging<br />

derivative financial instruments<br />

the Group enters into a variety <strong>of</strong> derivative financial instruments to manage its exposure to foreign exchange rate<br />

risk, including foreign exchange forward contracts, foreign exchange swaps and over the counter plain vanilla<br />

options. Further details <strong>of</strong> derivative financial instruments are disclosed in note 25 ”Financial instruments” to<br />

the financial statements.<br />

Derivatives are initially recognized at fair value at the date a derivative contract is entered into and are subsequently<br />

re-measured to their fair value at each balance sheet date. the resulting gain or loss is recognized in pr<strong>of</strong>it or loss<br />

immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing<br />

<strong>of</strong> the recognition in pr<strong>of</strong>it or loss depends on the nature <strong>of</strong> the hedge relationship.<br />

hedge accounting<br />

the Group designates derivatives as fair value hedges, cash flow hedges, hedges <strong>of</strong> net investments in foreign<br />

operations and derivatives that do not qualify for hedge accounting.<br />

Fair value hedge<br />

Changes in the fair value <strong>of</strong> derivatives that are designated and qualify as fair value hedges are recorded in the<br />

income statement, together with any changes in the fair value <strong>of</strong> the hedged asset or liability that are attributable<br />

to the hedged risk.<br />

Cash flow hedge<br />

the effective portion <strong>of</strong> changes in the fair value <strong>of</strong> derivatives that are designated and qualify as cash flow<br />

hedges are recognized in equity. the gain or loss relating to the ineffective portion is recognized immediately in<br />

the income statement.<br />

Amounts accumulated in equity are recorded in the income statement in the periods when the hedged item will<br />

affect the pr<strong>of</strong>it or loss. However, when the forecast transaction that is hedged results in the recognition <strong>of</strong> a<br />

non-financial asset or a liability, the gains and losses previously deferred in equity are transferred from equity<br />

and included in the initial measurement <strong>of</strong> the cost <strong>of</strong> the asset or liability.<br />

When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting ,<br />

any cumulative gain or loss existing in equity at that time remains in equity and is recognized when the forecast<br />

transaction is ultimately recognized in the income statement. When a forecast transaction is no longer expected<br />

to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income<br />

statement .<br />

Hedges <strong>of</strong> net investments in foreign operations<br />

Hedges <strong>of</strong> net investments in foreign operations are accounted for similarly to cash flow hedges. Any gain or loss<br />

on the hedging instrument relating to the effective portion <strong>of</strong> the hedge is recognized in equity; the gain or loss<br />

relating to the ineffective portion is recognized immediately in the income statement.<br />

Gains and losses accumulated in equity are included in the income statement when the foreign operation is<br />

d i s p o s e d o f.<br />

Derivatives that do not qualify for hedge accounting<br />

Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value <strong>of</strong> any derivative<br />

instruments that do not qualify for hedge accounting are recognized immediately in the income statement.<br />

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DuFry ANNuAl rEPOrt 2007 73<br />

Related paRtieS<br />

A party is related to an entity if the party directly or indirectly controls, is controlled by, or is under common control<br />

with the entity, has an interest in the entity that gives it significant influence over the entity, has joint control over<br />

the entity or is an associate or a joint venture <strong>of</strong> the entity. In addition, members <strong>of</strong> the key management personnel<br />

<strong>of</strong> the entity or close members <strong>of</strong> the family are also considered related parties as well as post employment<br />

benefit plans for the benefit <strong>of</strong> employees <strong>of</strong> the entity. transactions with related parties are conducted on an<br />

arm’s-length basis.<br />

Segment RepoRting<br />

An operating segment is a group <strong>of</strong> assets and operations engaged in providing products or services that are<br />

subject to risks and returns that are different from those <strong>of</strong> other business segments.<br />

the Group’s risks and returns are predominantly affected by the fact that it operates in different countries.<br />

therefore , the Group reports segmental information in its financial statements in the same way as it does<br />

internally to senior management using geographical segments.<br />

A geographical segment is engaged in providing products or services within a particular economic environment<br />

that are subject to risks and returns, that are different from those <strong>of</strong> segments operating in other economic<br />

environments .<br />

futuRe changeS in accounting policieS<br />

Standards issued but not yet effective.<br />

iaS 1 (amended) – presentation <strong>of</strong> financial Statements (effective from January 1, 2009)<br />

the amendment requires additional disclosures for puttable financial instruments classified as equity, which<br />

mirror those currently required for financial liabilities (in accordance with IFrS 7 Financial Instruments:<br />

Disclosures ) and for capital (in accordance with IAS 1 Presentation <strong>of</strong> Financial Statements). the Group expects<br />

that this amendment will have no impact on the Group’s financial statements as no such puttable financial<br />

instruments exist.<br />

iaS 23 (revised) Borrowing costs (effective from January 1, 2009)<br />

the standard has been revised to require capitalization <strong>of</strong> borrowing costs when such costs relate to a qualifying<br />

asset. A qualifying asset is an asset that necessarily takes a substantial period <strong>of</strong> time to get ready for its intended<br />

use or sale. In accordance with the transitional requirements in the Standard, the Group will adopt this as a<br />

prospective change. Accordingly, borrowing costs will be capitalized on qualifying assets with a commencement<br />

date after January 1, 2009. No changes will be made for borrowing costs incurred to this date that have been<br />

expensed.<br />

iaS 27 (revised) – consolidated and separate financial statements (effective from July 1, 2009)<br />

IAS 27 (revised) requires the effects <strong>of</strong> all transactions with non-controlling (minority) interests to be recorded<br />

in equity if there is no change in control. the standard also specifies the accounting when control is lost. Any<br />

remaining interest in the entity is re-measured to fair value and a gain or loss is recognized in pr<strong>of</strong>it or loss.<br />

iaS 32 (amended) – financial instruments: presentation (effective from January 1, 2009)<br />

the amendment clarifies that puttable financial instruments will be classified as equity if they have all <strong>of</strong> the<br />

features specified in the standard. Consequently the amendment will permit to recognize capital as equity rather<br />

than as financial liability as currently required by IAS 32. this will better align the accounting treatment <strong>of</strong> such<br />

transactions with their commercial rationale. the Group expects that this amendment will have no impact on the<br />

Group’s financial statements as no such puttable financial instruments exist.<br />

F-22


74 DuFry ANNuAl rEPOrt 2007<br />

ifRS 2 (amended) – Share-based payment – vesting conditions and cancellations<br />

(effective from January 1, 2009)<br />

the amendment clarifies that vesting conditions are service conditions and performance conditions only. It also<br />

specifies that all cancellations, whether by the entity or by other parties, should receive the same accounting<br />

treatment. the Group will apply the amendments <strong>of</strong> IFrS 2 from January 1, 2009, but no impact on the Group’s<br />

financial statements is expected.<br />

ifRS 3 (revised) (effective from July 1, 2009)<br />

the standard continues to apply the acquisition method to business combinations, with some significant changes.<br />

For example, all payments to purchase a business are to be recorded at fair value at the acquisition date, with<br />

some contingent payments subsequently re-measured at fair value through income. Goodwill may be calculated<br />

based on the parent’s share <strong>of</strong> net assets or it may include goodwill related to the non-controlling interest. All<br />

transaction costs will be expensed.<br />

ifRic 12 Service concession arrangements (effective from January 1, 2008)<br />

this Interpretation applies to service concession operators and explains how to account for the obligations<br />

undertaken and rights received in service concession arrangements. the entities <strong>of</strong> the Group are not operators<br />

<strong>of</strong> public services and hence this interpretation will have no impact on the Group.<br />

ifRic 13 customer loyalty programs (effective July 1, 2008)<br />

this Interpretation requires customer loyalty award credits to be accounted for as a separate component <strong>of</strong> the<br />

sales transaction in which they are granted and therefore part <strong>of</strong> the fair value <strong>of</strong> the consideration received is<br />

allocated to the award credits and deferred over the period that the award credits are fulfilled. the Group expects<br />

that this interpretation will have no impact on the Group‘s financial statements as no such schemes currently<br />

exist.<br />

ifRic 14 iaS 19 the limit on a defined Benefit asset, minimum funding Requirements and their interaction<br />

(effective January 1, 2008)<br />

this Interpretation provides guidance on how to assess the limit on the amount <strong>of</strong> surplus in a defined benefit<br />

scheme that can be recognized as an asset under IAS 19 Employee Benefits. the Group expects that this<br />

Interpretation may have a small impact on the financial position <strong>of</strong> the Group as the Swiss defined benefit schemes<br />

are currently in surplus.<br />

F-23


noTes<br />

1 neT sAles<br />

Different breakdowns <strong>of</strong> net sales are as follows:<br />

in thousands <strong>of</strong> Chf<br />

nEt salEs By produCt CatEgory<br />

Perfumes and Cosmetics<br />

Wine and Spirits<br />

Watches, Jewelry and Accessories<br />

Confectionery and Food<br />

tobacco goods<br />

Electronics<br />

Fashion, leather and Baggage<br />

literature and Publications<br />

toys, Souvenirs and other goods<br />

ToTAl<br />

nEt salEs By markEt sECtor<br />

Duty free<br />

Duty paid<br />

ToTAl<br />

nEt salEs By ChannEl<br />

Airports<br />

Cruise liners and seaports<br />

Downtown, hotels and resorts<br />

railway stations and other<br />

ToTAl<br />

2 sellinG expenses, neT<br />

in thousands <strong>of</strong> Chf<br />

Concession and rental fees<br />

Credit card commissions<br />

Advertising and commission expenses<br />

Packaging materials<br />

Other selling expenses<br />

selling expenses<br />

Concession and rental income<br />

Commission income<br />

Other selling income<br />

selling income<br />

ToTAl<br />

F-24<br />

DuFry ANNuAl rEPOrt 2007 75<br />

2007<br />

516,264<br />

335,455<br />

305,072<br />

208,417<br />

185,569<br />

107,485<br />

107,477<br />

59,969<br />

59,693<br />

1,885,401<br />

1,610,241<br />

275,160<br />

1,885,401<br />

1,512,410<br />

139,881<br />

141,039<br />

92,071<br />

1,885,401<br />

2007<br />

376,307<br />

21,307<br />

11,568<br />

7,748<br />

4,198<br />

421,128<br />

(8,708)<br />

(4,011)<br />

(15,451)<br />

(28,170)<br />

392,958<br />

2006<br />

346,852<br />

234,590<br />

224,222<br />

160,656<br />

147,751<br />

104,526<br />

76,958<br />

53,605<br />

54,598<br />

1,403,758<br />

1,154,961<br />

248,797<br />

1,403,758<br />

1,073,852<br />

118,187<br />

120,567<br />

91,152<br />

1,403,758<br />

2006<br />

271,521<br />

15,098<br />

8,470<br />

4,270<br />

3,033<br />

302,392<br />

(4,979)<br />

(3,784)<br />

(7,640)<br />

(16,403)<br />

285,989


3 personnel expenses<br />

in thousands <strong>of</strong> Chf<br />

Salaries and wages<br />

Social security expenses<br />

retirement benefits<br />

Other personnel expenses<br />

ToTAl<br />

number <strong>of</strong> full time equivalents<br />

4 GenerAl expenses, neT<br />

in thousands <strong>of</strong> Chf<br />

Premises 1<br />

legal, consulting and audit fees<br />

76 DuFry ANNuAl rEPOrt 2007<br />

repairs, maintenance and utilities<br />

Pr and advertising<br />

Office and administration<br />

EDP and It expenses<br />

travel, car, entertainment and representation<br />

taxes, other than income taxes<br />

Insurances<br />

Bank expenses<br />

Franchise and management fees expenses1 Franchise and management fees income<br />

ToTAl<br />

2007<br />

173,300<br />

36,019<br />

2,837<br />

22,396<br />

234,552<br />

7,094<br />

2007<br />

20,760<br />

20,140<br />

20,105<br />

12,572<br />

12,391<br />

11,511<br />

9,948<br />

8,522<br />

6,371<br />

2,712<br />

16,215<br />

(50)<br />

141,197<br />

1 Franchise fees amounting to CHF 5.8 million paid by subsidiaries in Cayman Island to the landlord in 2006 have been reclassified from<br />

premises.<br />

5 depreciATion, AmorTizATion And impAirmenT<br />

in thousands <strong>of</strong> Chf<br />

Depreciation<br />

Impairment<br />

total property, plant and equipment<br />

Amortization<br />

Impairment<br />

total intangible assets<br />

ToTAl<br />

2007<br />

31,561<br />

1,592<br />

33,153<br />

36,366<br />

671<br />

37,037<br />

70,190<br />

2006<br />

135,552<br />

27,081<br />

2,918<br />

13,918<br />

179,469<br />

6,526<br />

2006<br />

21,166<br />

17,081<br />

13,250<br />

11,034<br />

13,046<br />

7,792<br />

9,153<br />

5,742<br />

5,014<br />

2,363<br />

13,235<br />

(463)<br />

118,413<br />

2006<br />

26,159<br />

–<br />

26,159<br />

23,887<br />

–<br />

23,887<br />

50,046<br />

the impairment on property, plant and equipment and on intangible assets relate to the retail operations at the<br />

Hong Kong airport (CHF 1.4 million), and to the border and airport shops in Belarus (CHF 0.9 million). the business<br />

in Hong Kong will be abandoned as the new terminal has not reached the expected level <strong>of</strong> passengers and in<br />

Belarus due to a termination <strong>of</strong> the agreement.<br />

F-25<br />

notE<br />

16<br />

17


6 oTher operATionAl expenses<br />

in thousands <strong>of</strong> Chf<br />

Expenses for provisions<br />

Consulting expenses related to projects<br />

Bad debt, loan allowances and write <strong>of</strong>fs<br />

Arrangement fees for new operations and start-up costs<br />

Costs <strong>of</strong> closing shops or locations<br />

losses on sale <strong>of</strong> non-current assets<br />

losses on sale <strong>of</strong> subsidiaries<br />

Costs <strong>of</strong> assets lost during the hurricanes<br />

Other<br />

ToTAl<br />

7 oTher operATionAl income<br />

in thousands <strong>of</strong> Chf<br />

Net gain on sale <strong>of</strong> investments 1<br />

release <strong>of</strong> project costs<br />

release <strong>of</strong> provisions<br />

Gain on sale <strong>of</strong> non-current assets<br />

Insurance refunds<br />

Other<br />

ToTAl<br />

DuFry ANNuAl rEPOrt 2007 77<br />

2007<br />

3,679<br />

2,574<br />

2,417<br />

3,606<br />

1,019<br />

516<br />

484<br />

–<br />

6,361<br />

20,656<br />

2007<br />

18,331<br />

1,425<br />

1,274<br />

–<br />

–<br />

2,825<br />

23,855<br />

1 In 2007, the net gain on sale <strong>of</strong> investments <strong>of</strong> CHF 18.3 million was realized through the over-allotment exercised by the banks on January<br />

21, 2007 following the Initial Public Offering <strong>of</strong> Dufry South America ltd in December 2006.<br />

8 finAnciAl expenses<br />

in thousands <strong>of</strong> Chf<br />

Interest on bank loans and overdrafts<br />

Discounted interest on financial liabilities at fair value<br />

Other interest expenses<br />

Other finance expenses<br />

ToTAl<br />

2007<br />

39,610<br />

546<br />

217<br />

165<br />

40,538<br />

2006<br />

584<br />

1,714<br />

2,612<br />

3,016<br />

3,202<br />

1,612<br />

–<br />

4,797<br />

4,326<br />

21,863<br />

2006<br />

65,198<br />

797<br />

4,968<br />

301<br />

7,859<br />

1,489<br />

80,612<br />

2006<br />

35,487<br />

93<br />

155<br />

–<br />

35,735<br />

the interest on bank loans and overdrafts include accrued bank arrangement fees. the credit line commission<br />

amounting to CHF 2.0 million in 2007 (CHF 1.1 million in 2006) has been set-<strong>of</strong>f from bank debt (see note 20).<br />

Other interest expenses mainly include interest on consignment inventories.<br />

F-26


9 finAnciAl income<br />

in thousands <strong>of</strong> Chf<br />

78 DuFry ANNuAl rEPOrt 2007<br />

Interest income on short-term deposits<br />

Other interest and finance income<br />

total interest income<br />

Foreign exchange gain, net<br />

ToTAl<br />

10 income TAxes<br />

in thousands <strong>of</strong> Chf<br />

Consolidated earnings before income tax ( EBt )<br />

Expected tax rate in %<br />

tax at the expected rate<br />

Effect <strong>of</strong> income not subject to income tax<br />

Effect <strong>of</strong> different tax rates in other countries / regimes<br />

Effect on valuation <strong>of</strong> investments in subsidiaries<br />

Effect <strong>of</strong> non-deductible expenses<br />

Effect <strong>of</strong> changes with regard to the recognition <strong>of</strong> tax loss carry-forwards<br />

Effect <strong>of</strong> non-recoverable withholding taxes<br />

Effect <strong>of</strong> prior year adjustments<br />

Other effects<br />

ToTAl<br />

Current income taxes<br />

<strong>of</strong> which corresponding to the current period<br />

<strong>of</strong> which adjustments recognized in relation to prior years<br />

Deferred income taxes<br />

<strong>of</strong> which related to the origination / reversal <strong>of</strong> temporary differences<br />

<strong>of</strong> which adjustments due to change in tax rates<br />

ToTAl<br />

2007<br />

4,091<br />

<strong>218</strong><br />

4,309<br />

8,295<br />

12,604<br />

2007<br />

164,385<br />

25.0 %<br />

41,096<br />

(26,869)<br />

1,921<br />

12,140<br />

1,701<br />

5,838<br />

6,264<br />

(1,965)<br />

(1,781)<br />

38,345<br />

28,525<br />

32,063<br />

(3,538)<br />

9,820<br />

9,477<br />

343<br />

38,345<br />

2006<br />

2,015<br />

42<br />

2,057<br />

2,939<br />

4,996<br />

2006<br />

138,463<br />

26.6 %<br />

36,831<br />

(40,506)<br />

(8,359)<br />

17,343<br />

611<br />

3,772<br />

5,357<br />

(590)<br />

(576)<br />

13,883<br />

22,342<br />

22,932<br />

(590)<br />

(8,459)<br />

(8,459)<br />

–<br />

13,883<br />

the expected tax rated used for 2007 is at 25.0 % (2006: 26.6 %). the tax rate used decreased mainly due to the<br />

reduction <strong>of</strong> rates in several countries(Spain 32 %, 2006: 35 %; Greece 25 %, 2006: 29 %; Singapore 18 %, 2006:<br />

20 %; Aruba 28 %, 2006: 35 %) and due to increase <strong>of</strong> sales <strong>of</strong> business operating in income tax exempt areas<br />

(Egypt, Algeria and Dominican republic). On the other hand the tax rate used was negatively affected by the<br />

increase in the united States <strong>of</strong> America (42.6 %, 2006: 38.6 %).<br />

F-27


11 cAsh And cAsh equivAlenTs<br />

in thousands <strong>of</strong> Chf<br />

Cash<br />

Cash at bank<br />

Short-term deposits<br />

ToTAl<br />

DuFry ANNuAl rEPOrt 2007 79<br />

31.12.07<br />

6,700<br />

116,792<br />

1,585<br />

125,077<br />

31.12.2006<br />

10,596<br />

88,483<br />

3,311<br />

102,390<br />

Cash and cash equivalents include CHF 8.8 million (2006: CHF 3.1 million) held by subsidiaries operating in<br />

countries with exchange controls or other legal restrictions.<br />

Cash at bank includes CHF 30.6 million (2006: CHF 1.7 million) which are part <strong>of</strong> a notional cash pooling.<br />

12 TrAde And crediT cArd receivAbles, neT<br />

in thousands <strong>of</strong> Chf<br />

trade receivables<br />

Bad debt allowances<br />

Credit card receivables<br />

ToTAl<br />

31.12.07<br />

14,791<br />

(985)<br />

38,220<br />

52,026<br />

31.12.06<br />

8,990<br />

(1,868)<br />

21,548<br />

28,670<br />

As <strong>of</strong> 2007 the Company discloses credit card receivables as trade and credit card receivables (previously<br />

disclosed in other accounts receivable, see also note 13). the comparative figures have been reclassified.<br />

With the exception <strong>of</strong> the receivables, for which a bad debt allowance was booked, the other receivables can be<br />

considered as current.<br />

movement in Bad deBt allowanceS:<br />

in thousands <strong>of</strong> Chf<br />

Balance at beginning <strong>of</strong> the year<br />

Additions (allowance recognized as expense)<br />

use<br />

reversal<br />

Currency translation differences<br />

Balance at the end <strong>of</strong> the year<br />

Bad debt allowances mainly relate to a doubtful receivable in Brazil amounting to CHF 0.5 million. the doubtful<br />

receivable <strong>of</strong> CHF 1.0 million from a customer in the Eurasia region has been finally written <strong>of</strong>f.<br />

F-28<br />

2007<br />

1,868<br />

1,101<br />

(1,456)<br />

(449)<br />

(79)<br />

985<br />

2006<br />

1,264<br />

938<br />

(35)<br />

(244)<br />

(55)<br />

1,868


in thousands <strong>of</strong> Chf<br />

80 DuFry ANNuAl rEPOrt 2007<br />

13 oTher AccounTs receivAble<br />

Sales tax and other taxes<br />

refund from suppliers and concessionaires<br />

Accrued income<br />

Prepayments<br />

Guarantee deposits<br />

receivables from related parties<br />

loans receivable<br />

Insurance refunds<br />

Interest receivables<br />

Other<br />

ToTAl<br />

Allowances<br />

ToTAl<br />

14 oTher finAnciAl AsseTs<br />

financial aSSet claSSeS<br />

in thousands <strong>of</strong> Chf<br />

Non-derivative financial assets at fair<br />

value without hedging relationship<br />

Non-derivative financial assets<br />

at amortized cost<br />

loans and other accounts receivable<br />

carried at amortized cost<br />

15 invenTories<br />

in thousands <strong>of</strong> Chf<br />

Inventories gross<br />

Inventory allowances<br />

ToTAl<br />

CurrEnt<br />

non-CurrEnt<br />

31.12.07<br />

28,004<br />

17,642<br />

9,465<br />

6,329<br />

2,894<br />

2,675<br />

2,664<br />

–<br />

–<br />

10,181<br />

79,854<br />

(641)<br />

79,213<br />

31.12.07<br />

299,453<br />

(8,010)<br />

291,443<br />

31.12.06<br />

20,604<br />

18,311<br />

6,675<br />

4,402<br />

2,886<br />

6,877<br />

1,702<br />

5,813<br />

831<br />

14,690<br />

82,791<br />

(811)<br />

81,980<br />

31.12.2006<br />

284,302<br />

(6,573)<br />

277,729<br />

the increase in inventories is due to the new operations in Moscow (CHF 7.0 million), Egypt (CHF 1.5 million) and<br />

Algeria (CHF 1.7 million), as well as Flagship (CHF 2.0 million), and the Dominican republic (CHF 2.0 million).<br />

32<br />

–<br />

10,639<br />

1 the financial asset classes can be reconciled with note 25 “Financial instruments”.<br />

–<br />

125,077<br />

110,987<br />

F-29<br />

31. 12. 07 31. 12. 06<br />

total 1<br />

32<br />

125,077<br />

121,626<br />

CurrEnt<br />

–<br />

102,390<br />

91,151<br />

non-CurrEnt<br />

23<br />

–<br />

7,654<br />

total 1<br />

23<br />

102,390<br />

98,805


16 properTy, plAnT And equipmenT<br />

in thousands <strong>of</strong> Chf<br />

at Cost<br />

Balance as <strong>of</strong> 01.01.06<br />

Acquisition <strong>of</strong> subsidiaries<br />

Additions<br />

Disposals<br />

Currency translation differences<br />

Balance as <strong>of</strong> 31.12.06<br />

aCCumulatEd dEprECiation<br />

and impairmEnt lossEs<br />

Balance as <strong>of</strong> 01.01.06<br />

Additions (note 5)<br />

Disposals<br />

Currency translation differences<br />

Balance as <strong>of</strong> 31.12.06<br />

at Cost<br />

Balance as <strong>of</strong> 01.01.07<br />

Additions<br />

Disposals<br />

reclassification within classes<br />

reclassification to intangible assets<br />

Currency translation differences<br />

Balance as <strong>of</strong> 31.12.07<br />

aCCumulatEd dEprECiation<br />

Balance as <strong>of</strong> 01.01.07<br />

Additions (note 5)<br />

Disposals<br />

reclassification within classes<br />

reclassification to intangible assets<br />

Currency translation differences<br />

Balance as <strong>of</strong> 31.12.07<br />

impairmEnt<br />

Impairment (note 5)<br />

Currency translation differences<br />

Balance as <strong>of</strong> 31.12.07<br />

Carrying amount as <strong>of</strong> 31.12.06<br />

Carrying amount as <strong>of</strong> 31.12.07<br />

in thousands <strong>of</strong> Chf<br />

Fire insurance value<br />

rEal EstatE<br />

1,434<br />

–<br />

–<br />

–<br />

(168)<br />

1,266<br />

955<br />

152<br />

–<br />

(185)<br />

922<br />

1,266<br />

–<br />

–<br />

–<br />

–<br />

(32)<br />

1,234<br />

922<br />

154<br />

–<br />

–<br />

–<br />

(22)<br />

1,054<br />

–<br />

–<br />

–<br />

344<br />

180<br />

lEasEhold<br />

improvEmEnts<br />

57,670<br />

10,551<br />

24,166<br />

(6,582)<br />

(2,174)<br />

83,631<br />

32,057<br />

12,097<br />

(3,752)<br />

(1,281)<br />

39,121<br />

83,631<br />

23,468<br />

(6,787)<br />

10,893<br />

–<br />

(3,154)<br />

108,051<br />

39,121<br />

11,821<br />

(5,839)<br />

(143)<br />

–<br />

(1,408)<br />

43,552<br />

1,324<br />

(4)<br />

1,320<br />

44,510<br />

63,179<br />

furniturE<br />

fixturE<br />

72,242<br />

10,573<br />

21,278<br />

(8,044)<br />

(1,719)<br />

94,330<br />

46,756<br />

9,682<br />

(4,688)<br />

(730)<br />

51,020<br />

94,330<br />

14,276<br />

(3,148)<br />

(2,065)<br />

–<br />

(2,259)<br />

101,134<br />

51,020<br />

13,510<br />

(2,474)<br />

256<br />

–<br />

(777)<br />

61,535<br />

56<br />

–<br />

56<br />

43,310<br />

39,543<br />

DuFry ANNuAl rEPOrt 2007 81<br />

ComputEr<br />

hardwarE<br />

36,140<br />

1,690<br />

4,372<br />

(4,435)<br />

(1,789)<br />

35,978<br />

24,385<br />

3,581<br />

(2,499)<br />

(1,075)<br />

24,392<br />

35,978<br />

6,448<br />

(1,818)<br />

225<br />

(1,337)<br />

(751)<br />

38,745<br />

24,392<br />

5,170<br />

(1,682)<br />

(35)<br />

(1,054)<br />

(655)<br />

26,136<br />

212<br />

(2)<br />

210<br />

11,586<br />

12,399<br />

vEhiClEs<br />

4,769<br />

315<br />

912<br />

(477)<br />

(136)<br />

5,383<br />

2,982<br />

647<br />

(363)<br />

(85)<br />

3,181<br />

5,383<br />

1,418<br />

(258)<br />

271<br />

–<br />

(199)<br />

6,615<br />

3,181<br />

906<br />

(254)<br />

(78)<br />

–<br />

(91)<br />

3,664<br />

–<br />

–<br />

–<br />

2,202<br />

2,951<br />

31.12.07<br />

173,362<br />

work in<br />

progrEss<br />

1,855<br />

–<br />

5,265<br />

–<br />

(72)<br />

7,048<br />

–<br />

–<br />

–<br />

–<br />

–<br />

7,048<br />

13,360<br />

(432)<br />

(9,324)<br />

–<br />

(417)<br />

10,235<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

7,048<br />

10,235<br />

total<br />

174,110<br />

23,129<br />

55,993<br />

(19,538)<br />

(6,058)<br />

227,636<br />

107,135<br />

26,159<br />

(11,302)<br />

(3,356)<br />

118,636<br />

227,636<br />

58,970<br />

(12,443)<br />

–<br />

(1,337)<br />

(6,812)<br />

266,014<br />

118,636<br />

31,561<br />

(10,249)<br />

–<br />

(1,054)<br />

(2,953)<br />

135,941<br />

1,592<br />

(6)<br />

1,586<br />

109,000<br />

128,487<br />

1 As <strong>of</strong> 2007 work in progress, which comprises unfinished capital expenditure projects has been reclassified from other non-current assets<br />

(note 18).<br />

F-30<br />

31.12.2006<br />

176,699


17 inTAnGible AsseTs<br />

in thousands <strong>of</strong> Chf<br />

at Cost<br />

Balance as <strong>of</strong> 01.01.06<br />

Acquisition <strong>of</strong> subsidiaries<br />

Additions<br />

Disposals<br />

Currency translation differences<br />

Balance as <strong>of</strong> 31.12.06<br />

aCCumulatEd amortization<br />

and impairmEnt lossEs<br />

Balance as <strong>of</strong> 01.01.06<br />

Additions (note 5)<br />

Disposals<br />

Currency translation differences<br />

Balance as <strong>of</strong> 31.12.06<br />

at Cost<br />

Balance as <strong>of</strong> 01.01.07<br />

Additions<br />

Disposals 2<br />

reclassification from PP&E<br />

Currency translation differences<br />

Balance as <strong>of</strong> 31.12.07<br />

aCCumulatEd amortization<br />

Balance as <strong>of</strong> 01.01.07<br />

Additions (note 5)<br />

Disposals<br />

reclassification from PP&E<br />

Currency translation differences<br />

Balance as <strong>of</strong> 31.12.07<br />

impairmEnt<br />

Additions (note 5)<br />

Balance as <strong>of</strong> 31.12.07<br />

Carrying amount as <strong>of</strong> 31.12.06<br />

Carrying amount as <strong>of</strong> 31.12.07<br />

goodwill ChangEs 2007<br />

82 DuFry ANNuAl rEPOrt 2007<br />

indEfinitE livEs<br />

139,177<br />

–<br />

–<br />

–<br />

390<br />

139,567<br />

–<br />

–<br />

–<br />

–<br />

–<br />

139,567<br />

–<br />

–<br />

–<br />

3,135<br />

142,702<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

139,567<br />

142,702<br />

ConCEssion rights<br />

finitE livEs<br />

128,129<br />

529,796<br />

1,352<br />

(521)<br />

(26,129)<br />

632,627<br />

9,367<br />

22,464<br />

(333)<br />

(3,141)<br />

28,357<br />

632,627<br />

3,646<br />

(3)<br />

–<br />

(41,421)<br />

594,849<br />

28,357<br />

33,314<br />

–<br />

–<br />

(2,807)<br />

58,864<br />

671<br />

671<br />

604,270<br />

535,314<br />

Brands<br />

38,049<br />

–<br />

–<br />

–<br />

–<br />

38,049<br />

–<br />

–<br />

–<br />

–<br />

–<br />

38,049<br />

–<br />

–<br />

–<br />

–<br />

38,049<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

38,049<br />

38,049<br />

goodwill 1<br />

124,062<br />

327,678<br />

–<br />

(84,163)<br />

(10,914)<br />

356,663<br />

–<br />

–<br />

–<br />

–<br />

–<br />

356,663<br />

–<br />

(22,824)<br />

–<br />

(12,602)<br />

321,237<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

356,663<br />

321,237<br />

othEr<br />

2,439<br />

543<br />

10,185<br />

(1,078)<br />

844<br />

12,933<br />

118<br />

1,423<br />

(684)<br />

487<br />

1,344<br />

12,933<br />

6,039<br />

(48)<br />

1,337<br />

(236)<br />

20,025<br />

1,344<br />

3,052<br />

(47)<br />

1,054<br />

(102)<br />

5,301<br />

–<br />

–<br />

11,589<br />

14,724<br />

1 goodwill related to puerto rico<br />

On December 17, 2006, Dufry acquired 8 companies in the Caribbean. After the performance <strong>of</strong> the final purchase price allocation an<br />

additional goodwill amounting to CHF 7.1 million has been recognized (refer to note 33).<br />

total<br />

431,856<br />

858,017<br />

11,537<br />

(85,762)<br />

(35,809)<br />

1,179,839<br />

9,485<br />

23,887<br />

(1,017)<br />

(2,654)<br />

29,701<br />

1,179,839<br />

9,685<br />

(22,875)<br />

1,337<br />

(51,124)<br />

1,116,862<br />

29,701<br />

36,366<br />

(47)<br />

1,054<br />

(2,909)<br />

64,165<br />

671<br />

671<br />

1,150,138<br />

1,052,026<br />

2 a partial disposal <strong>of</strong> shares <strong>of</strong> dufry south america ltd through over-allotment option<br />

On January 21, 2007 the over-allotment option <strong>of</strong> 6.4 % <strong>of</strong> the shares <strong>of</strong> Dufry South America ltd, Bermuda granted to the banks participating<br />

in the Initial Public Offering was exercised; resulting in the disposal <strong>of</strong> goodwill amounting to CHF 22.8 million (refer to note 34).<br />

F-31


in %<br />

Europe<br />

Africa<br />

Eurasia<br />

North America & Caribbean<br />

South America<br />

31.12.07<br />

7.4 %<br />

9.0 %<br />

8.1 %<br />

8.4 %<br />

9.4 %<br />

31.12.06<br />

7.1 %<br />

8.8 %<br />

8.8 %<br />

9.1 %<br />

10.0 %<br />

31.12.07<br />

10.7 %<br />

9.4 %<br />

9.4 %<br />

9.7 %<br />

14.1 %<br />

DuFry ANNuAl rEPOrt 2007 83<br />

impaiRment teSt<br />

Concession rights with indefinite useful lives, as well as brands and goodwill are subjected to impairments tests<br />

each year. Concession rights with finite useful lives are tested for impairment whenever events or circumstances<br />

indicate that the carrying amount may not be recoverable.<br />

impairment test <strong>of</strong> goodwill<br />

For the purpose <strong>of</strong> impairment testing, goodwill acquired through business combinations has been allocated to<br />

the following five categories <strong>of</strong> cash generating units (CGu’s), which also reflect the reportable segments that are<br />

expected to benefit from the synergies <strong>of</strong> the business combination:<br />

in thousands <strong>of</strong> Chf<br />

Europe<br />

Africa<br />

Eurasia<br />

North America & Caribbean<br />

South America<br />

ToTAl cArryinG AmounT<br />

post tax disCount ratEs<br />

prE-tax disCount ratEs<br />

31.12.06<br />

12.1 %<br />

9.4 %<br />

10.6 %<br />

10.9 %<br />

13.9 %<br />

31.12.07<br />

15,915<br />

31,026<br />

24,835<br />

80,973<br />

168,488<br />

321,237<br />

growth ratEs<br />

for Extra polating Cash flows<br />

31.12.07<br />

4.0 – 4.9 %<br />

5.0 – 7.6 %<br />

5.8 – 6.8 %<br />

3.7 – 4.7 %<br />

10.0 –12.0 %<br />

31.12.06<br />

15,915<br />

31,026<br />

24,835<br />

81,508<br />

203,379<br />

356,663<br />

the recoverable amounts <strong>of</strong> goodwill for each <strong>of</strong> the above group <strong>of</strong> CGu’s have been determined based on<br />

value-in-use calculations. these calculations use cash flow projections on business plans approved by senior<br />

management covering a five-year period, and a discount rate, which represents the weighted average cost <strong>of</strong><br />

capital (WACC) adjusted for regional specific risks.<br />

Cash flows beyond that five-year period have been extrapolated using a steady growth rate that does not exceed<br />

the long-term average growth rate for the respective markets in which these legal entities operate. the basis<br />

used to determine the value assigned to the budgeted net sales, which determines the free cash flow used in the<br />

discounted cash flow model, is the actual net sales achieved in the year 2007 and the budget 2008, increased<br />

thereafter for expected market growth.<br />

the following are the key assumptions used for determining the recoverable amounts for each <strong>of</strong> the above group<br />

<strong>of</strong> CGu’s:<br />

31.12.06<br />

3.0 – 4.0 %<br />

3.0 – 4.0 %<br />

3.0 – 4.0 %<br />

5.0 – 9.0 %<br />

13.0 –23.0 %<br />

Management believes that any reasonably possible change in the key assumptions on which the recoverable<br />

amounts are based would not cause its carrying amount to exceed its recoverable amount, except for the goodwill<br />

allocated to the region Europe, where an increase <strong>of</strong> 1 % <strong>of</strong> the interest rate, would let the carrying amount exceed<br />

the fair value by CHF 8.0 million.<br />

F-32


in thousands <strong>of</strong> Chf<br />

Europe<br />

Africa<br />

Eurasia<br />

North America & Caribbean<br />

ToTAl cArryinG AmounT<br />

84 DuFry ANNuAl rEPOrt 2007<br />

impaiRment teSt <strong>of</strong> intangiBle aSSetS with indefinite uSeful liveS (conceSSion RightS and BRandS)<br />

concession rights with indefinite useful lives<br />

For the purpose <strong>of</strong> impairment testing, concession rights with indefinite useful lives are allocated to the respective<br />

CGu ‘s to which they relate. the following table indicates the allocation <strong>of</strong> the concession rights with indefinite<br />

useful lives to the group <strong>of</strong> CGu’s that are also the Company’s applicable reportable segments:<br />

31.12.07<br />

82,117<br />

673<br />

15,893<br />

44,019<br />

142,702<br />

31.12.06<br />

79,341<br />

673<br />

15,893<br />

43,660<br />

139,567<br />

Each <strong>of</strong> the above reportable segments represents a group <strong>of</strong> CGu’s for the group, for example, region Europe<br />

includes operating concessions in the European region, for which concession rights have been allocated and<br />

valued by the Company. Each concession represents the cash generating unit for the company, for the purpose <strong>of</strong><br />

testing the concession rights with indefinite lives for impairment.<br />

the recoverable amounts for each <strong>of</strong> the CGu’s have been determined based on value-in-use calculations. these<br />

calculations use cash flow projections on business plans approved by senior management covering a five-year<br />

period and a discount rate, which represents the weighted average cost <strong>of</strong> capital (WACC), adjusted for country<br />

specific risks. Cash flows beyond that five-year period have been extrapolated using a steady growth rate that<br />

does not exceed the long-term average growth rate for the respective markets in which these legal entities<br />

operate . the basis used to determine the value assigned to the budgeted net sales, which determines the free<br />

cash flow used in the discounted cash flow model, is the actual net sales achieved in the year immediately before<br />

the budgeted year, increased for expected efficiency improvements.<br />

key aSSumptionS uSed in value in uSe calculationS<br />

the calculation <strong>of</strong> value-in-use for all five cash generation units is most sensitive to the following assumptions:<br />

– Gross margin<br />

– Discount rates<br />

– Suppliers wholesale price inflation<br />

– Concession fee levels<br />

– Growth rate used to extrapolate cash flows beyond the budget period<br />

Gross margins – Gross margins are based on average values estimated by the management in the approved<br />

budget 2008 period. these values are maintained over the planning period. Depending on the specific market<br />

these values can fluctuate by 2 % compared to the historical precedents.<br />

Discount rates – Discount rates reflect management’s estimate <strong>of</strong> the risks specific to each unit. this is the<br />

benchmark used by management to assess operating performance and to evaluate future investment proposals .<br />

In determining appropriate discount rates for each unit, regard has been given to the yield <strong>of</strong> a ten-year government<br />

bond at the beginning <strong>of</strong> the budgeted year.<br />

Supplier’s wholesale price inflation – Estimates are obtained from global negotiations held with the main suppliers<br />

for the products and countries for which products are sourced, as well as data relating to specific commodities<br />

during the months previous to budget 2008.<br />

F-33


DuFry ANNuAl rEPOrt 2007 85<br />

Concession fee levels – these assumptions are important because, as well as using industry data for growth rates<br />

(as noted below) management assesses how the unit’s position, relative to its competitors, might change over the<br />

budget period. Management expects the Group’s achieved level to remain stable over the budget period.<br />

Growth rate estimates – rates are based on published industry research (ACI’s international passenger’s growth<br />

rates).<br />

the following are the key assumptions used for determining the recoverable amounts for each <strong>of</strong> the above group<br />

<strong>of</strong> CGu’s:<br />

in %<br />

Europe<br />

Africa<br />

Eurasia<br />

North America & Caribbean<br />

31.12.07<br />

7.5 %<br />

9.6 %<br />

8.1 %<br />

8.3 %<br />

1 Depending on the country in which the concession operates.<br />

31.12.06<br />

7.3 %<br />

8.4 %<br />

8.9 %<br />

8.9 %<br />

Sensitivity to changes in assumptions<br />

With regard to the assessment <strong>of</strong> value in use <strong>of</strong> these cash generation units, management believes that no<br />

reasonably possible change in any <strong>of</strong> the above key assumptions would cause the carrying value <strong>of</strong> the concession<br />

rights to materially exceed its recoverable amount. the actual recoverable amount for these units exceeds its<br />

carrying amount by CHF 400.8 million (2006: CHF 206.4 million).<br />

Brands<br />

For the purpose <strong>of</strong> impairment testing, the Dufry brand is not allocated to any specific CGu’s or group <strong>of</strong> CGu’s but<br />

is assessed at the Group level. Management believes that the synergies from the brands are corporate in nature<br />

and to allocate the carrying value to CGu’s or group <strong>of</strong> CGu’s will not reflect economic reality.<br />

the recoverable amount is determined based on the relief from royalty method that considers a steady royalty<br />

stream <strong>of</strong> 0.3 % post tax <strong>of</strong> the net sales projected by the Company. the net sales projections cover a period <strong>of</strong><br />

five years with a year on year growth rate <strong>of</strong> 7.8 % in 2007, (2006:12.4 %). this growth rate does not exceed the<br />

long-term average growth rate for Dufry Group. the discount rate <strong>of</strong> 7.5 % (2006: 6.5 %) represents the weighted<br />

average cost <strong>of</strong> capital (WACC) at Group level.<br />

18 oTher non-currenT AsseTs<br />

in thousands <strong>of</strong> Chf<br />

Guarantee deposits<br />

Advances<br />

loans receivable<br />

Other<br />

Capital advances 1<br />

ToTAl<br />

post tax disCount ratEs 1<br />

prE-tax disCount ratEs 1<br />

31.12.07<br />

9.7 %<br />

10.7 %<br />

8.1 %<br />

9.7 %<br />

31.12.06<br />

11.0 %<br />

9.8 %<br />

8.9 %<br />

11.5 %<br />

1 Capital advances are as <strong>of</strong> 2007 presented as work in progress under property, plant and equipment (note 16).<br />

F-34<br />

growth ratEs<br />

for Extra polating Cash flows<br />

31.12.07<br />

3.7 – 3.7 %<br />

5.0 – 7.6 %<br />

5.8 – 6.8 %<br />

7.0 – 7.2 %<br />

31.12.07<br />

8,339<br />

6,309<br />

2,300<br />

32<br />

–<br />

16,980<br />

31.12.06<br />

2.0 – 4.0 %<br />

2.0 – 4.0 %<br />

2.0 – 4.0 %<br />

5.0 – 9.0 %<br />

31.12.06<br />

6,209<br />

5,823<br />

1,445<br />

23<br />

–<br />

13,500


86 DuFry ANNuAl rEPOrt 2007<br />

19 deferred TAx AsseTs And liAbiliTies<br />

temporary differences arise from the following positions:<br />

in thousands <strong>of</strong> Chf<br />

tax loss carry-forwards<br />

Accounts receivables<br />

Inventories<br />

Other assets<br />

Property, plant and equipment<br />

Intangible assets<br />

Accounts payables<br />

Other liabilities 1<br />

Provisions<br />

Other tax credits<br />

ToTAl<br />

in thousands <strong>of</strong> Chf<br />

Deferred tax assets<br />

Deferred tax liabilities<br />

ToTAl<br />

31.12.07<br />

10,160<br />

(260)<br />

(833)<br />

647<br />

4,001<br />

(149,042)<br />

3,391<br />

(18,039)<br />

(2,865)<br />

899<br />

(151,941)<br />

31.12.07<br />

20,986<br />

(172,927)<br />

(151,941)<br />

2007<br />

(5,492)<br />

7,693<br />

–<br />

–<br />

7,619<br />

9,820<br />

31.12.06<br />

6,731<br />

(956)<br />

(2,610)<br />

82<br />

2,015<br />

(158,708)<br />

2,665<br />

–<br />

–<br />

1,041<br />

(149,740)<br />

1 temporary differences associated with other non-current liabilities mainly comprise unrealized foreign exchange differences on long-term<br />

loans in uSD.<br />

Deferred tax balances are presented in the balance sheet as follows:<br />

in thousands <strong>of</strong> Chf<br />

Change in deferred tax asset<br />

Change in deferred tax liabilities<br />

First recognition based on purchase price allocation 1<br />

First time recognition <strong>of</strong> deferred taxes<br />

Effect <strong>of</strong> currency translation<br />

ToTAl<br />

31.12.06<br />

15,494<br />

(165,234)<br />

(149,740)<br />

temporary differences associated with investments in subsidiaries, for which deferred tax liabilities have not been<br />

recognized, amount to CHF 4.7 million (2006: CHF 7.2 million).<br />

reconciliation <strong>of</strong> movements to the deferred taxes :<br />

1 Deferred taxes resulting from the acquired companies in Puerto rico were restated (see note 33).<br />

F-35<br />

2006<br />

(7,834)<br />

122,474<br />

(124,026)<br />

(2,187)<br />

3,114<br />

(8,459)


20 finAnciAl debT<br />

in thousands <strong>of</strong> Chf<br />

Bank debt<br />

loans payable<br />

ToTAl<br />

in thousands <strong>of</strong> Chf<br />

uS Dollars account<br />

Swiss Francs account<br />

Euros account<br />

Other currencies account<br />

ToTAl<br />

DuFry ANNuAl rEPOrt 2007 87<br />

tax loSS caRRy-foRwaRdS<br />

Certain subsidiaries incurred tax losses, which according to the local tax legislation gives rise to a tax credit<br />

usable in future tax periods. However, the use <strong>of</strong> this tax benefit can be limited in time (expiration) and by the ability<br />

<strong>of</strong> the respective subsidiary to generate enough taxable pr<strong>of</strong>its in future.<br />

Deferred tax assets relating to tax loss carry-forwards and temporary differences are recognized only when it<br />

is probable that such tax losses can be utilized in the future based on the budget 2008 approved by the board <strong>of</strong><br />

directors and thereafter, based on projections <strong>of</strong> the local management <strong>of</strong> the respective entity.<br />

the unrecognized tax loss carry-forwards by expiry date are as follows:<br />

in thousands <strong>of</strong> Chf<br />

Expiring within 1 to 3 years<br />

Expiring within 4 to 7 years<br />

Expiring over 7 years<br />

ToTAl<br />

loans payable short-term amount to CHF 2.4 million (2006: CHF 6.8 million).<br />

Bank deBt<br />

Accrued bank transaction costs<br />

ToTAl<br />

Bank debt, short-term<br />

Bank debt, long-term<br />

ToTAl<br />

F-36<br />

31.12.07<br />

860<br />

4,024<br />

48,875<br />

53,759<br />

31.12.07<br />

493,056<br />

2,442<br />

495,498<br />

31.12.07<br />

320,350<br />

134,626<br />

37,626<br />

6,015<br />

498,617<br />

(5,561)<br />

493,056<br />

13,649<br />

479,407<br />

493,056<br />

31.12.06<br />

1,334<br />

6,998<br />

26,980<br />

35,312<br />

31.12.06<br />

606,955<br />

8,884<br />

615,839<br />

31.12.06<br />

519,146<br />

65,140<br />

28,170<br />

784<br />

613,240<br />

(6,285)<br />

606,955<br />

21,725<br />

585,230<br />

606,955


in thousands <strong>of</strong> Chf<br />

88 DuFry ANNuAl rEPOrt 2007<br />

the Group negotiates and organizes centrally key credit facilities. For practical reasons minor credit lines exist<br />

at local level. As <strong>of</strong> December 31, 2007, the Group’s main credit facilities were CHF 786 million (2006: CHF 650<br />

million). At December 31, 2007, a total amount <strong>of</strong> CHF 498.6 million (2006: CHF 613.2 million) was drawn for cash,<br />

<strong>of</strong> which CHF 479.4 million (2006: CHF 590.0 million) was used under the main credit facilities.<br />

the main credit facilities are committed syndicated facilities, which are coordinated by ING N.V., london Branch,<br />

as the agent, and expire in March 2011. the facilities consist <strong>of</strong> a term loan with a ratchet amortization schedule ,<br />

and a revolving credit facility with a bullet repayment at the expiry <strong>of</strong> the contract. Interest in respect <strong>of</strong> any<br />

borrowings under these credit facilities is at a floating rate (EurIBOr or lIBOr) plus spread. these facilities<br />

contain customary financial covenants and conditions.<br />

the weighted average interest rate for the drawn main credit facilities amounting to CHF 479.4 million was 5.7 %<br />

(2006: CHF 590.0 million at 5.9 %) at the end <strong>of</strong> December 2007. Of these credit lines, CHF 320.4 million were drawn<br />

in uSD with an average interest rate <strong>of</strong> 6.2 % (2006: CHF 508.5 million at 6.4 %), CHF 134.0 million in CHF with an<br />

average interest <strong>of</strong> 3.2 % (2006: CHF 63.0 million at 2.6 %) and CHF 25.0 million in Eur with an average interest<br />

rate <strong>of</strong> 4.8 % (2006: CHF 18.5 million at 4.6 %).<br />

hedge <strong>of</strong> net inveStmentS in foReign opeRationS<br />

An amount <strong>of</strong> uSD 282.4 million (2006: uSD 400 million) included in bank debt at December 31, 2007, has been<br />

designated as a hedge <strong>of</strong> the net investments in Dufry America Investments SA and is being used to hedge the<br />

Company’s exposure to foreign exchange risk. Any gain or loss on this hedging instrument is recognized in equity<br />

in the foreign currency translation account.<br />

21 oTher liAbiliTies<br />

Concession fee payables<br />

Personnel payables 1<br />

Other service related vendors<br />

Sales tax and other taxes<br />

Accrued liabilities<br />

Accruals related to special projects<br />

Payables for capital expenditure<br />

Payables for dividends<br />

Purchase consideration<br />

Other<br />

ToTAl<br />

1 the CHF 3.8 million for labor disputes in Brazil were reclassified to provisions (see note 23).<br />

22 oTher finAnciAl liAbiliTies<br />

in thousands <strong>of</strong> Chf<br />

finanCial liaBilitiEs mEasurEd at fair valuE<br />

Purchase consideration, without hedging relationship<br />

F-37<br />

31.12.07<br />

57,060<br />

33,104<br />

18,635<br />

15,091<br />

12,861<br />

4,706<br />

4,970<br />

4,977<br />

1,136<br />

5,688<br />

158,228<br />

31.12.07<br />

6,208<br />

31.12.06<br />

46,946<br />

23,966<br />

19,368<br />

6,629<br />

11,547<br />

17,010<br />

3,890<br />

–<br />

15,366<br />

4,688<br />

149,410<br />

31.12.06<br />

6,107


23 provisions<br />

in thousands <strong>of</strong> Chf<br />

Balance as <strong>of</strong> 01.01.06<br />

Increased 1<br />

utilized<br />

released to the income statement<br />

reclassifications 2<br />

Currency effect<br />

Balance as <strong>of</strong> 31.12.06<br />

Increased<br />

utilized<br />

released to the income statement<br />

Currency effect<br />

Balance as <strong>of</strong> 31.12.07<br />

law suits<br />

and dutiEs<br />

1,271<br />

3,143<br />

(279)<br />

(583)<br />

–<br />

(19)<br />

3,533<br />

874<br />

(293)<br />

(322)<br />

(227)<br />

3,565<br />

disputE on<br />

ContraCts<br />

5,197<br />

221<br />

(1,395)<br />

(3,503)<br />

DuFry ANNuAl rEPOrt 2007 89<br />

short-tErm<br />

provision<br />

Management believes that its total provisions are adequate based upon currently available information. However,<br />

given the inherent difficulties in estimating liabilities in the below described areas, it cannot be guaranteed, that<br />

additional or lesser costs will be incurred beyond or below the amounts provisioned.<br />

law SuitS and dutieS<br />

the provision covers uncertainties related to law suits in respect <strong>of</strong> taxes and duties. the subsidiary in tunisia<br />

increased its provision by CHF 0.6 million. Dufry Aruba is having a tax claim amounting to CHF 0.2 million coming<br />

from previous years. Dufry Algeria used the provision amounting to CHF 0.3 million for a dispute <strong>of</strong> sales taxes.<br />

diSpute on contRactS<br />

the landlord <strong>of</strong> our operation in Houston, uSA is claiming back again the concession fees reduction obtained after<br />

the events <strong>of</strong> September 11, 2001 in the united States. Management has assessed the situation and provided for<br />

that.<br />

laBoR diSputeS<br />

the long-term provision <strong>of</strong> CHF 3.8 million relates to claims in respect to the termination <strong>of</strong> labor contracts in<br />

Brazil. Based on the uncertainties <strong>of</strong> this obligation, the amount in 2006 was reclassified from other liabilities.<br />

cloSe-down<br />

the provision covers costs expected to be incurred to close-down shops. Based on the economical and political<br />

development in the Ivory Coast, the management decided to reverse the remaining provision <strong>of</strong> CHF 0.5 million.<br />

the new increase <strong>of</strong> CHF 0.2 million relates to the closure costs in Belarus.<br />

–<br />

(88)<br />

432<br />

1,840<br />

–<br />

(105)<br />

(95)<br />

2,072<br />

laBor<br />

disputEs<br />

–<br />

–<br />

–<br />

–<br />

3,770<br />

–<br />

3,770<br />

470<br />

(114)<br />

(72)<br />

(227)<br />

3,827<br />

ClosEdown<br />

3,181<br />

–<br />

(1,358)<br />

(1,400)<br />

–<br />

36<br />

459<br />

165<br />

–<br />

(470)<br />

11<br />

165<br />

othEr<br />

964<br />

4,942<br />

(32)<br />

(572)<br />

–<br />

(9)<br />

5,293<br />

251<br />

–<br />

(380)<br />

(310)<br />

4,854<br />

total<br />

10,613<br />

8,306<br />

(3,064)<br />

(6,058)<br />

3,770<br />

(80)<br />

13,487<br />

3,600<br />

(407)<br />

(1,349)<br />

(848)<br />

14,483<br />

1 An increase <strong>of</strong> the provision for contingent liabilities <strong>of</strong> CHF 7.7 million resulted from the definitive assessment <strong>of</strong> the purchase price<br />

allocation in connection with the acquisition <strong>of</strong> the companies in Puerto rico (see note 17 and 33).<br />

2 the CHF 3.8 million for labor disputes in Brazil were reclassified from other liabilities (see note 21).<br />

F-38<br />

10,613<br />

8,306<br />

(3,064)<br />

(6,058)<br />

–<br />

(80)<br />

9,717<br />

3,600<br />

(407)<br />

(1,349)<br />

(620)<br />

10,941


Discount rates<br />

Expected return on plan assets<br />

Future salary increases<br />

Future pension increases<br />

Average retirement age (in years)<br />

90 DuFry ANNuAl rEPOrt 2007<br />

24 posT-employmenT benefiT obliGATions<br />

the personnel <strong>of</strong> Dufry Group are insured against the risk <strong>of</strong> old age and disablement in accordance with the local<br />

laws and regulations. A description <strong>of</strong> the significant retirement benefit plans is as follows:<br />

SwitzeRland<br />

the overall expected rate <strong>of</strong> return on assets is determined based on the market prices prevailing on that date,<br />

applicable to the period over which the obligation is to be settled.<br />

the principal assumptions for the actuarial computation are as follows:<br />

Dufry has a defined benefit pension plan based on the actual salary <strong>of</strong> the employee, covering substantially all <strong>of</strong><br />

its employees in Switzerland, which requires contributions to be made to a separate legal entity, the administrative<br />

fund. the pension fund is a separate entity from the Dufry Group and does not have any assets related to the<br />

Group.<br />

the following tables summarize the components <strong>of</strong> net benefit expenses recognized in the income statement and<br />

the funded status and amounts recognized in the balance sheet for the plan:<br />

the net pension costs developed as follows:<br />

net penSion coStS<br />

in thousands <strong>of</strong> Chf<br />

Current service costs<br />

Interest costs<br />

Expected return on plan assets<br />

periodic pension costs<br />

Employees’ contribution<br />

net pension costs<br />

Employer’s contribution<br />

2007<br />

3.50 %<br />

4.25 %<br />

1.50 %<br />

1.00 %<br />

64<br />

2007<br />

1,687<br />

549<br />

(797)<br />

1,439<br />

(671)<br />

768<br />

(1,065)<br />

the total <strong>of</strong> the pension costs <strong>of</strong> the Group is included in personnel expenses (retirement benefits). the actual<br />

return <strong>of</strong> plan assets is CHF 0.3 million (2006: CHF 0.6 million).<br />

Dufry expects to contribute CHF 1.3 million to its defined benefit pension plans in 2008.<br />

F-39<br />

2006<br />

3.00 %<br />

4.25 %<br />

1.50 %<br />

1.00 %<br />

64<br />

2006<br />

1,259<br />

482<br />

(725)<br />

1,016<br />

(574)<br />

442<br />

(893)


funded StatuS<br />

in thousands <strong>of</strong> Chf<br />

Fair value <strong>of</strong> plan assets as <strong>of</strong> January 1<br />

Expected return<br />

Contribution by employer<br />

Contribution by employees<br />

Benefits paid<br />

Expected fair value <strong>of</strong> plan assets as <strong>of</strong> december 31<br />

Actuarial losses<br />

fair value <strong>of</strong> plan assets as <strong>of</strong> december 31<br />

Defined benefit obligation (PBO) as <strong>of</strong> January 1<br />

Current service costs<br />

Interest costs<br />

Benefits paid<br />

Expected defined benefit obligation as <strong>of</strong> december 31<br />

Actuarial (gain) losses on obligation<br />

defined benefit obligation (pBo) as <strong>of</strong> december 31<br />

funded status<br />

less unrecognized actuarial gain<br />

net asset as <strong>of</strong> december 31<br />

DuFry ANNuAl rEPOrt 2007 91<br />

Reconciliation to the Balance Sheet<br />

the movement in the pension liability is recognized in the balance sheet as follows:<br />

in thousands <strong>of</strong> Chf<br />

Net asset (net liability) as <strong>of</strong> January 1<br />

Net periodic pension costs (NPPC)<br />

Contributions paid<br />

net asset as <strong>of</strong> december 31<br />

2007<br />

18,749<br />

797<br />

1,065<br />

671<br />

(1,543)<br />

19,739<br />

(519)<br />

19,220<br />

18,292<br />

1,687<br />

549<br />

(1,543)<br />

18,985<br />

(639)<br />

18,346<br />

874<br />

279<br />

595<br />

2006<br />

17,048<br />

725<br />

893<br />

574<br />

(335)<br />

18,905<br />

(156)<br />

18,749<br />

16,069<br />

1,259<br />

482<br />

(335)<br />

17,475<br />

817<br />

18,292<br />

the net asset as <strong>of</strong> December 31, 2007 amounting to CHF 0.6 million (2006: 0.3 million) is reflected in other<br />

accounts receivable.<br />

F-40<br />

2007<br />

298<br />

(1,439)<br />

1,736<br />

595<br />

457<br />

159<br />

298<br />

2006<br />

(153)<br />

(1,016)<br />

1,467<br />

298


in thousands <strong>of</strong> Chf<br />

Defined benefit obligation (PBO)<br />

Plan assets<br />

surplus<br />

92 DuFry ANNuAl rEPOrt 2007<br />

Amounts for the current and previous periods are as follows:<br />

Experience adjustments on plan liabilities<br />

Experience adjustments on plan assets<br />

in %<br />

<strong>Shares</strong><br />

Obligations<br />

rented properties<br />

Other<br />

ToTAl<br />

2007<br />

18,346<br />

19,220<br />

874<br />

(639)<br />

(519)<br />

2006<br />

18,292<br />

the major categories <strong>of</strong> plan assets as percentages <strong>of</strong> the fair value <strong>of</strong> the total plan assets are as follows:<br />

italy<br />

In Italy, an unfunded defined benefit plan exists. the social pension contributions owed by the employer are<br />

based on the number <strong>of</strong> years the respective employee worked with the respective Italian subsidiaries. the<br />

amount accrued as <strong>of</strong> December 31, 2007 amounted to CHF 9.3 million (2006: CHF 9.7 million). the benefits for the<br />

insured Italian employees have been valued in 2007 using an independent actuarial valuation, based on a discount<br />

rate <strong>of</strong> 4.0 % (2006: 4.0 %), an expected increase in salary <strong>of</strong> 3.0 % (2006: 3.0 %) and an inflation rate <strong>of</strong> 1.5 %<br />

(2006: 1.5 %).<br />

otheR countRieS<br />

Further smaller pension plans also exist in other countries. For these plans, a total amount <strong>of</strong> CHF 0.8 million was<br />

accrued as <strong>of</strong> December 31, 2007 (2006: CHF 0.8 million).<br />

poSt-employment Benefit oBligationS<br />

in thousands <strong>of</strong> Chf<br />

Italy<br />

Other countries<br />

ToTAl<br />

F-41<br />

2007<br />

27 %<br />

45 %<br />

23 %<br />

5 %<br />

100 %<br />

18,749<br />

457<br />

817<br />

(156)<br />

2006<br />

26 %<br />

45 %<br />

24 %<br />

5 %<br />

100 %<br />

2007<br />

9,283<br />

840<br />

10,123<br />

2005<br />

16,069<br />

17,048<br />

979<br />

479<br />

736<br />

2005<br />

24 %<br />

4 4 %<br />

24 %<br />

8 %<br />

100 %<br />

2006<br />

9,704<br />

808<br />

10,512


25 finAnciAl insTrumenTs<br />

DuFry ANNuAl rEPOrt 2007 93<br />

financial RiSk management oBJectiveS<br />

Dufry’s worldwide activities are affected by changes in foreign exchange rates and interest rates. to optimize the<br />

allocation <strong>of</strong> the financial resources across the Group, as well as to secure an optimal return for its shareholders,<br />

Group treasury coordinates access to domestic and international financial markets, monitors and manages the<br />

financial risks relating to the operations <strong>of</strong> the Group through internal risk reports which analyze exposures by<br />

degree and magnitude <strong>of</strong> risks. these risks include market risk, credit risk, liquidity risk and cash flow interest<br />

rate risk. the Group seeks to minimize the effects <strong>of</strong> these risks by using derivative financial instruments to hedge<br />

these risk exposures. the Group does not enter into or trade financial instruments, including derivative financial<br />

instruments, for speculative purposes.<br />

maRket RiSk<br />

Dufry is exposed to market risk mainly in foreign currency exchange and interest rates. As part <strong>of</strong> the Group’s risk<br />

management program, Group treasury may enter into a variety <strong>of</strong> derivative financial instruments with various<br />

counterparties, principally financial institutions with investment grade credit ratings. the Group treasury’s<br />

objective is to minimize cost and to reduce fluctuations in cash flows associated with changes in interest rates<br />

and foreign currency rates. the Group evaluates the market risks before entering any financial transaction.<br />

foReign cuRRency RiSk management<br />

Foreign exchange rate fluctuations may create unwanted and unpredictable earnings and cash flow volatilities .<br />

Although the group companies are located in a large number <strong>of</strong> countries, sales and supplies are mostly<br />

recognized in one <strong>of</strong> the following hard currencies (Eur, uSD or CHF). In addition, the foreign currency exposure<br />

is partly naturally hedged by purchasing <strong>of</strong> goods in corresponding currencies. Intercompany supply and financing<br />

are carried out in the functional currency <strong>of</strong> the respective subsidiary.<br />

inteReSt Rate RiSk management<br />

Dufry’s interest rate risk exposure is mainly related to debt obligations like short and mid term bank loans. the<br />

risk is managed by Group treasury by maintaining an appropriate mix between fixed and floating rate borrowings.<br />

to manage this mix, the Group may enter into interest rate swap agreements. Hedging activities are evaluated<br />

regularly to align these with the interest rate view, in order, to ensure that optimal hedging strategies are applied,<br />

by either optimizing the balance sheet structure or limiting the interest expense risk exposure through different<br />

interest rate duration periods.<br />

the Group’s exposures to interest rates on financial assets and financial liabilities are detailed in the liquidity risk<br />

management section <strong>of</strong> this note.<br />

cRedit RiSk management<br />

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss<br />

to the Group.<br />

the Group has no significant concentrations <strong>of</strong> credit risk. Most <strong>of</strong> the sales are retail sales and made against<br />

cash or internationally recognized credit cards or bank debit cards. It also has policies in place to guarantee that<br />

other sales <strong>of</strong> products and services are made to customers with an appropriate credit history or that the credit<br />

risk is insured by a specialized indemnity insurer.<br />

the credit risk on liquid funds and derivative financial instruments is limited because the counterparties are<br />

financial institutions with high credit-ratings. the group does not expect any losses from non-performance by<br />

these counterparties and does not have any significant grouping <strong>of</strong> exposures to financial sector or country risk.<br />

F-42


94 DuFry ANNuAl rEPOrt 2007<br />

capital RiSk management<br />

the capital structure <strong>of</strong> the Group consists <strong>of</strong> debt, cash and cash equivalents and equity attributable to equity<br />

holders <strong>of</strong> the parent, comprising issued capital, reserves and retained earnings as disclosed in notes. Group<br />

treasury reviews the capital structure regularly and considers the cost <strong>of</strong> capital and the risk associated with<br />

each class <strong>of</strong> capital.<br />

liquidity RiSk management<br />

liquidity risk is defined as the risk that the Group is not able to meet its financial liabilities on time or at a<br />

reasonable price. Beyond effective working capital and cash management, Dufry mitigates liquidity risk by<br />

arranged borrowing facilities with highly rated financial institutions. Group treasury is responsible for liquidity,<br />

funding as well as settlement management. Dufry manages its liquidity risk on a consolidated basis based on<br />

business needs, tax and capital regulatory considerations.<br />

the main credit facility in place is a CHF 786 million syndicated multi-currency credit facility expiring in March<br />

2011 provided by a syndicate <strong>of</strong> international banks (see note 20).<br />

categoRieS <strong>of</strong> financial inStRumentS<br />

31.12.07<br />

in thousands <strong>of</strong> Chf<br />

finanCial assEts<br />

Cash and cash equivalents<br />

trade and credit card receivables, net<br />

Other accounts receivable<br />

Other non-current assets<br />

ToTAl<br />

in thousands <strong>of</strong> Chf<br />

finanCial liaBilitiEs<br />

trade payables<br />

Financial debt, short-term<br />

Other liabilities<br />

Financial debt, long-term<br />

Other non-current liabilities<br />

ToTAl<br />

Cash and Cash<br />

EquivalEnts<br />

125,077<br />

–<br />

–<br />

–<br />

125,077<br />

finanCial<br />

Borrowings<br />

at amortizEd<br />

Costs<br />

loans and<br />

othEr aCCounts<br />

rECEivaBlE<br />

–<br />

52,026<br />

58,961<br />

10,639<br />

121,626<br />

othEr<br />

finanCial<br />

liaBilitiEs at<br />

amortizEd Cost<br />

165,599<br />

availaBlE<br />

for salE<br />

–<br />

–<br />

–<br />

32<br />

32<br />

non-finanCial<br />

assEts 1<br />

–<br />

–<br />

20,252<br />

6,309<br />

non-finanCial<br />

liaBilitiEs 1<br />

1 Non-financial assets and liabilities integrate prepaid expenses or income, which will not generate a cash outflow or inflow.<br />

–<br />

16,016<br />

–<br />

479,482<br />

–<br />

495,498<br />

F-43<br />

–<br />

157,270<br />

–<br />

2,785<br />

325,654<br />

fair valuE<br />

through pr<strong>of</strong>it<br />

and loss<br />

–<br />

–<br />

–<br />

–<br />

6,208<br />

6,208<br />

–<br />

–<br />

958<br />

–<br />

–<br />

total<br />

125,077<br />

52,026<br />

79,213<br />

16,980<br />

total<br />

165,599<br />

16,016<br />

158,228<br />

479,482<br />

8,993


categoRieS <strong>of</strong> financial inStRumentS<br />

31.12.06<br />

in thousands <strong>of</strong> Chf<br />

finanCial assEts<br />

Cash and cash equivalents<br />

trade and credit card receivables, net<br />

Other accounts receivable<br />

Other non-current assets<br />

ToTAl<br />

in thousands <strong>of</strong> Chf<br />

finanCial liaBilitiEs<br />

trade payables<br />

Financial debt, short-term<br />

Other liabilities<br />

Financial debt, long-term<br />

Other non-current liabilities<br />

ToTAl<br />

DuFry ANNuAl rEPOrt 2007 95<br />

Remaining matuRitieS foR non-deRivative financial liaBilitieS<br />

the following tables provide detail on the Group’s remaining contractual maturity for its non-derivative financial<br />

liabilities. the tables have been drawn up based on the undiscounted cash flows <strong>of</strong> financial liabilities based on<br />

the earliest date on which the Group can be required to pay. the tables only include principal cash flows.<br />

in thousands <strong>of</strong> Chf<br />

2007<br />

Non interest bearing<br />

Variable interest rate instruments<br />

Fixed interest rate instruments<br />

2006<br />

Non interest bearing<br />

Variable interest rate instruments<br />

Fixed interest rate instruments<br />

Cash and Cash<br />

EquivalEnts<br />

102,390<br />

–<br />

–<br />

–<br />

102,390<br />

finanCial<br />

Borrowings<br />

at amortizEd<br />

Costs<br />

wEightEd<br />

avEragE<br />

intErEst ratE<br />

–<br />

5.7 %<br />

9.1 %<br />

–<br />

5.9 %<br />

9.1 %<br />

loans and<br />

othEr aCCounts<br />

rECEivaBlE<br />

1–6 months<br />

322,070<br />

13,215<br />

2,442<br />

307,364<br />

20,110<br />

8,884<br />

–<br />

28,670<br />

62,481<br />

7,654<br />

98,805<br />

6-12 months<br />

1,821<br />

434<br />

1,136<br />

63<br />

1,615<br />

–<br />

availaBlE<br />

for salE<br />

–<br />

–<br />

–<br />

23<br />

23<br />

1–2 yEars<br />

76<br />

–<br />

–<br />

72<br />

–<br />

1,220<br />

non-finanCial<br />

assEts 1<br />

–<br />

–<br />

19,499<br />

5,823<br />

non-finanCial<br />

liaBilitiEs 1<br />

1 Non-financial assets and liabilities integrate prepaid expenses or income, which will not generate a cash outflow or inflow.<br />

–<br />

28,546<br />

–<br />

587,293<br />

–<br />

615,839<br />

othEr<br />

finanCial<br />

liaBilitiEs at<br />

amortizEd Cost<br />

F-44<br />

157,300<br />

–<br />

148,859<br />

–<br />

1,340<br />

307,499<br />

fair valuE<br />

through pr<strong>of</strong>it<br />

and loss<br />

–<br />

–<br />

–<br />

–<br />

6,107<br />

6,107<br />

–<br />

–<br />

551<br />

–<br />

–<br />

morE than<br />

2 yEars<br />

1,687<br />

479,407<br />

6,816<br />

–<br />

585,230<br />

7,320<br />

total<br />

102,390<br />

28,670<br />

81,980<br />

13,500<br />

total<br />

157,300<br />

28,546<br />

149,410<br />

587,293<br />

7,447<br />

total<br />

325,654<br />

493,056<br />

10,394<br />

307,499<br />

606,955<br />

17,424


96 DuFry ANNuAl rEPOrt 2007<br />

financial liaBilitieS at faiR value<br />

difference between carrying amount and maturity amount<br />

in thousands <strong>of</strong> Chf<br />

Financial liabilities at fair value<br />

Amount payable at maturity<br />

the fair values did not change due to changes in credit risk during the financial year.<br />

financial inStRumentS<br />

the Group’s activities expose it primarily to the financial risks resulting from fluctuations in foreign currency<br />

exchange and interest rates (see below). the Group enters into a variety <strong>of</strong> derivative financial instruments to<br />

manage its exposure to foreign currency risk, including forward foreign exchange contracts, currency swaps and<br />

over the counter plain vanilla options.<br />

there has been no change to the Group’s exposure to market risks or the manner in which it manages and<br />

measures the risk.<br />

there were no derivative financial instruments at both reporting dates.<br />

foReign cuRRency SenSitivity<br />

Among various methodologies to analyze and manage risk, Dufry implemented a system based on ‘sensitivity<br />

analyses’. this tool enables Group treasury to identify the risk position <strong>of</strong> the entities. Sensitivity analysis provides<br />

an approximate quantification <strong>of</strong> the exposure in the event that certain specified parameters were to be met<br />

under a specific set <strong>of</strong> assumptions.<br />

in thousands <strong>of</strong> Chf<br />

31.12.07<br />

Assets<br />

liabilities<br />

neT exposure<br />

31.12.06<br />

Assets<br />

liabilities<br />

neT exposure<br />

usd<br />

132,118<br />

476,789<br />

(344,671)<br />

156,424<br />

573,926<br />

(417,502)<br />

Euro<br />

140,898<br />

131,324<br />

9,574<br />

131,048<br />

100,254<br />

30,794<br />

Chf<br />

1,332<br />

3,254<br />

(1,922)<br />

128<br />

3,697<br />

(3,569)<br />

Brl<br />

15,333<br />

41,845<br />

(26,512)<br />

14,473<br />

31,277<br />

(16,804)<br />

31.12.07<br />

6,208<br />

7,952<br />

othEr<br />

1,155,915<br />

1,366,459<br />

(210,544)<br />

1,132,129<br />

1,405,076<br />

(272,947)<br />

31.12.06<br />

6,107<br />

8,540<br />

total<br />

1,445,596<br />

2,019,671<br />

(574,075)<br />

1,434,202<br />

2,114,230<br />

(680,028)<br />

the sensitivity analysis includes all financial assets and liabilities irrespective <strong>of</strong> whether the positions are third<br />

party or intercompany. Dufry has considered some intercompany long-term loans, which are not likely to be<br />

settled in a foreseeable future as being part <strong>of</strong> the net investment in such subsidiary. In compliance with the<br />

hedge accounting rules (IAS 21 paragraph 15) the related exchange differences are recorded directly in equity as<br />

a hedging reserve.<br />

the foreign exchange rate sensitivity is calculated by aggregation <strong>of</strong> the net foreign exchange rate exposure <strong>of</strong><br />

the Group entities. the values and risk disclosed here are the hedged and unhedged positions multiplied by an<br />

assumed 5 % appreciation <strong>of</strong> the CHF against all other currencies.<br />

F-45


in thousands <strong>of</strong> Chf<br />

Net earnings – pr<strong>of</strong>it (losses)<br />

Hedging reserve – pr<strong>of</strong>it<br />

2007<br />

2,570<br />

14,664<br />

DuFry ANNuAl rEPOrt 2007 97<br />

A positive number indicates a pr<strong>of</strong>it in the income statement or an increase in the hedging reserve where the CHF<br />

strengthens against the relevant currency.<br />

usd impaCt Eur impaCt<br />

In management’s opinion, the sensitivity analysis may be unrepresentative <strong>of</strong> the inherent foreign exchange risk<br />

as the year-end exposure does not reflect the exact exposure during the year.<br />

foRwaRd foReign exchange contRactS at faiR value<br />

As management considers the Company to be largely naturally hedged it is the policy <strong>of</strong> the Group to enter into<br />

forward foreign exchange contracts to manage the exposure if needed. there were no outstanding forward foreign<br />

currency contracts at reporting date. Consequently, there were no unrealized losses under forward foreign<br />

exchange contracts at the balance sheet date.<br />

inteReSt Rate SenSitivity<br />

the sensitivity analyses below have been determined based on the exposure to interest rates for both derivatives<br />

and non-derivative instruments at the balance sheet date. the risk estimates provided here in assume a<br />

simultaneous , parallel shift <strong>of</strong> 100 basis points <strong>of</strong> the interest rate yield curve in all relevant currencies.<br />

If interest rates had been 100 basis points higher and all other variables were held constant, the Group’s<br />

interest expenses for the year ended December 31, 2007 would increase by CHF 5.6 million (2006: increase by<br />

CHF 6.5 million).<br />

maximum cRedit RiSk<br />

the carrying amount <strong>of</strong> financial assets recorded in the financial statements, after deduction <strong>of</strong> any allowances<br />

for losses, represents the Group’s maximum exposure to credit risk.<br />

liquidity and inteReSt RiSk taBleS<br />

financial assets (non-derivative)<br />

the following table depicts the Group’s expected maturity for its non-derivative financial assets. the tables below<br />

have been drawn up based on the undiscounted contractual maturities <strong>of</strong> the financial assets (excluding interest<br />

that will be earned on those assets) except in cases the Group anticipates that the cash flow will occur in a different<br />

period.<br />

in thousands <strong>of</strong> Chf<br />

2007<br />

Non interest bearing<br />

Variable interest rate instruments<br />

Fixed interest rate instruments<br />

2006<br />

Non interest bearing<br />

Variable interest rate instruments<br />

Fixed interest rate instruments<br />

wEightEd<br />

avEragE intErEst<br />

ratE<br />

–<br />

4.0 %<br />

8.8 %<br />

–<br />

3.0 %<br />

9.3 %<br />

1–6 months<br />

108,190<br />

120,069<br />

410<br />

93,666<br />

94,148<br />

1,389<br />

F-46<br />

2006<br />

(134)<br />

21,009<br />

6-12 months<br />

3,026<br />

508<br />

316<br />

1,097<br />

531<br />

280<br />

1–2 yEars<br />

1,067<br />

–<br />

509<br />

2,513<br />

–<br />

510<br />

2007<br />

479<br />

–<br />

morE than<br />

2 yEars<br />

2,510<br />

8,339<br />

1,791<br />

315<br />

6,209<br />

569<br />

2006<br />

1,540<br />

–<br />

total<br />

114,793<br />

128,916<br />

3,026<br />

97,591<br />

100,888<br />

2,748


98 DuFry ANNuAl rEPOrt 2007<br />

faiR value <strong>of</strong> financial inStRumentS<br />

the fair values <strong>of</strong> financial assets and financial liabilities (excluding derivative instruments) are determined in<br />

accordance with generally accepted pricing models based on discounted cash flow analysis using prices from<br />

publicly available current market transactions.<br />

the Group considers that the carrying amounts <strong>of</strong> financial assets and financial liabilities recorded at amortized<br />

cost in the financial statements approximate their fair values.<br />

26 conTinGenT liAbiliTies<br />

contingent liaBilitieS<br />

the Group enters into long-term agreements with airport authorities, seaport authorities and other landlords, to<br />

guarantee the use <strong>of</strong> concessions rights. Most <strong>of</strong> the concessionaires require a minimum annual guarantee based<br />

on sales, passengers or other indicators <strong>of</strong> operational activity. In case <strong>of</strong> early termination Dufry’s subsidiaries<br />

can be required to indemnify the port authorities for lost earnings. the Group or their subsidiaries have granted<br />

these warranties regarding the performance <strong>of</strong> certain long-term contracts directly or through third parties. At<br />

December 31, 2007 and December 31, 2006, no request for fulfill <strong>of</strong> such contingent liabilities were pending.<br />

the Group is contingently liable for a remaining amount <strong>of</strong> CHF 2.7 million (2006: CHF 2.9 million) in relation to the<br />

purchase <strong>of</strong> Emerald Distributors ltd by Duty Free Caribbean (Holdings) ltd. under the terms <strong>of</strong> the purchase<br />

agreement, the purchase price was dependent on the consolidated results <strong>of</strong> Duty Free Caribbean Emeralds<br />

(St. lucia) ltd maintaining a certain level <strong>of</strong> earnings before interest, depreciation and amortization but after<br />

taxes. On attaining the level <strong>of</strong> earnings in any one year as per the agreement, an amount <strong>of</strong> CHF 1.4 million<br />

(uSD 1.2 million) is payable to the vendor that year. the remaining two payments could become due in any year<br />

up to March 31, 2010.<br />

27 relATed pArTies And relATed pArTy TrAnsAcTions<br />

the substantial relationships for the Group are disclosed as follows:<br />

Advent International Corp. as well as entities under their control participated in the common acquisition <strong>of</strong><br />

our business in Brazil (incl. Eurotrade) at the end <strong>of</strong> March 2006 (see note 34). In December 2006, they sold<br />

their participation in Dufry South America ltd on the Initial Public Offering in the Brazilian and luxembourg<br />

stock exchanges . their part in the transaction costs related to this Initial Public Offering presents at the end <strong>of</strong><br />

December 31, 2007 a balance receivable <strong>of</strong> CHF 2.7 million (2006: CHF 6.5 million).<br />

Dufry Mexico SA de CV operates shops at Mexico City’s Benito Juarez Airport under agreements with Inmobiliaria<br />

Fumisa, SA de CV. Advent International Corp., the entity managing the funds that controls the Company’s largest<br />

shareholder, also manages other funds that controls Inmobiliaria Fumisa, SA de CV. In addition, three <strong>of</strong> the<br />

members <strong>of</strong> the Company’s Board <strong>of</strong> Directors are also directors <strong>of</strong> Inmobiliaria Fumisa, SA de CV. According<br />

to the concession agreements, the Company is required to compensate Inmobiliaria Fumisa SA de CV through<br />

monthly fee payments for the use <strong>of</strong> the shops at the Mexico City Airport. In 2007, total rent amounted to<br />

CHF 22.8 million (2006: CHF 20.1 million).<br />

F-47


DuFry ANNuAl rEPOrt 2007 99<br />

In addition to his employment relationship with the Group, Mr. Dante Marro, Chief Operating Officer for region<br />

Europe and member <strong>of</strong> the Group Executive Committee, acting through Gestione Spazi Attrezzati Srl („GSAS“),<br />

was granted rights <strong>of</strong> usufruct over 10 % <strong>of</strong> the Company‘s shareholding in its wholly owned subsidiary Dufry Shop<br />

Finance limited Srl in 2002. the rights <strong>of</strong> usufruct granted to GSAS, which will expire at the latest on December<br />

31, 2020, permit it to enjoy the benefits <strong>of</strong> share ownership, including the receipt <strong>of</strong> dividends, even though the<br />

shares remain vested in a subsidiary. upon expiration <strong>of</strong> the rights <strong>of</strong> usufruct, provided that the total pr<strong>of</strong>its <strong>of</strong> the<br />

aforementioned company shall not have been declared as dividends, GSAS shall be entitled to receive 10 %, <strong>of</strong> all<br />

withheld pr<strong>of</strong>its accumulated as reserves on the balance sheet <strong>of</strong> Dufry Shop Finance limited Srl as at December<br />

31, 2020. In 2007, the amount <strong>of</strong> usufruct paid amounted to CHF 0.5 million (2006: CHF 0.2 million).<br />

In addition to his employment relationship with the Group, Mr. José González, Chief Operating Officer for region<br />

North America & Caribbean and member <strong>of</strong> the Group Executive Committee, owns 26.3 % <strong>of</strong> the share capital <strong>of</strong><br />

the subsidiary Puerto libre International SA (‘PlISA’). PlISA operates duty free shops at the international airport<br />

<strong>of</strong> Managua as well as three border shops in Nicaragua.<br />

Pevazi Inc. supplied goods equivalent to the amount <strong>of</strong> CHF 0.2 million (2006: CHF 0.2 million). Pevazi Inc. is related<br />

to a member <strong>of</strong> the Board <strong>of</strong> Directors <strong>of</strong> Dufry ltd.<br />

Except for Mr Xavier Bouton who received CHF 0.3 million (2006: CHF 0.3 million) for strategic consulting services<br />

provided to the Company during the year 2007, there are no additional fees or remunerations billed to Dufry ltd or<br />

one <strong>of</strong> its subsidiaries by members <strong>of</strong> the Board <strong>of</strong> Directors, the Group Executive Committee or parties closely<br />

linked to such persons as defined in the SWX directive.<br />

the legally required disclosure <strong>of</strong> compensation and participations is contained in the financial statements <strong>of</strong><br />

Dufry ltd on page 116.<br />

Compensations expensed to members <strong>of</strong> the Group Executive Committee were made as follows:<br />

in thousands <strong>of</strong> Chf<br />

Short-term employee benefits<br />

Post-employment pension and other benefits<br />

Short-term employee benefits include salaries and variable remuneration as well as the expenses related<br />

to the restricted Stock unit plan (rSu) for the members <strong>of</strong> the Group Executive Committee in the amount <strong>of</strong><br />

CHF 3.4 million (2006: CHF 1.5 million).<br />

28 principAl foreiGn exchAnGe rATes Applied for vAluATion And TrAnslATion<br />

1 uSD<br />

1 Eur<br />

avEragE ratEs<br />

2007 31.12.07<br />

2006<br />

31.12.06<br />

1.2001<br />

1.6431<br />

F-48<br />

Closing ratEs<br />

1.1360<br />

1.6565<br />

2007<br />

9,345<br />

459<br />

avEragE ratEs<br />

1.2536<br />

1.5732<br />

2006<br />

9,676<br />

549<br />

Closing ratEs<br />

1.2200<br />

1.6100


29 seGmenT informATion<br />

100 DuFry ANNuAl rEPOrt 2007<br />

the Group risks and returns are predominantly affected by the fact that it operates in different countries.<br />

therefore , the Group reports segment information in its financial statements in the same way as it does internally<br />

to senior management, using geographical segments.<br />

the geographical segments reported are broken down as follows: Europe (incl. HQ), Africa, Eurasia, North<br />

America & Caribbean and South America.<br />

in thousands <strong>of</strong> Chf<br />

yEars EndEd dECEmBEr 31<br />

Net sales – third parties<br />

Net sales – intercompanies<br />

net sales<br />

Advertising income<br />

turnover<br />

Earnings before interest and taxes (EBit)<br />

Interest, net<br />

Foreign exchange gain, net<br />

Income taxes<br />

neT eArninGs<br />

Equity holders <strong>of</strong> the parent<br />

Minority interest<br />

Segment assets<br />

unallocated corporate assets<br />

ToTAl AsseTs<br />

Segment liabilities<br />

unallocated corporate liabilities<br />

ToTAl liAbiliTies<br />

Capital expenditure paid<br />

Depreciation and amortization<br />

Impairment<br />

Non-cash expenses / (income) other<br />

than depreciation<br />

Number <strong>of</strong> full time equivalents (as <strong>of</strong> Dec 31)<br />

2007<br />

408,697<br />

121,190<br />

529,887<br />

16,819<br />

546,706<br />

30,444<br />

323,771<br />

145,988<br />

23,747<br />

11,502<br />

–<br />

(1,093)<br />

F-49<br />

1,001<br />

EuropE (inCl. hq) afriCa Eurasia<br />

2006<br />

370,490<br />

61,566<br />

432,056<br />

13,783<br />

445,839<br />

83,168<br />

386,277<br />

124,571<br />

20,166<br />

8,898<br />

–<br />

5,896<br />

983<br />

2007<br />

183,538<br />

–<br />

183,538<br />

20<br />

183,558<br />

17,807<br />

70,901<br />

47,385<br />

4,958<br />

7,403<br />

–<br />

1,169<br />

875<br />

2006<br />

146,389<br />

–<br />

146,389<br />

94<br />

146,483<br />

14,250<br />

83,768<br />

43,178<br />

7,082<br />

7,083<br />

–<br />

4,639<br />

734<br />

2007<br />

226,560<br />

–<br />

226,560<br />

2,259<br />

228,819<br />

15,112<br />

107,509<br />

40,309<br />

12,981<br />

5,999<br />

2,263<br />

347<br />

867<br />

2006<br />

187,220<br />

–<br />

187,220<br />

1,792<br />

189,012<br />

17,458<br />

81,506<br />

31,615<br />

6,209<br />

4,288<br />

–<br />

1,273<br />

787


DuFry ANNuAl rEPOrt 2007 101<br />

transfer prices between segments are set on an arm’s length basis. Segment sales, segment expenses and<br />

segment income include transfers between segments. those transfers are eliminated in consolidation.<br />

north amEriCa & CariBBEan south amEriCa Eliminations total<br />

2007<br />

469,127<br />

10,094<br />

479,221<br />

8,373<br />

487,594<br />

33,113<br />

456,060<br />

80,718<br />

14,435<br />

19,723<br />

–<br />

9,857<br />

2,469<br />

2006<br />

328,029<br />

7,739<br />

335,768<br />

4,911<br />

340,679<br />

14,207<br />

525,832<br />

68,893<br />

18,110<br />

10,962<br />

–<br />

3,151<br />

2,345<br />

2007<br />

597,479<br />

–<br />

597,479<br />

17,384<br />

614,863<br />

95,843<br />

519,679<br />

114,733<br />

11,429<br />

23,300<br />

–<br />

3,451<br />

1,882<br />

2006<br />

371,630<br />

–<br />

371,630<br />

11,992<br />

383,622<br />

40,801<br />

504,767<br />

118,194<br />

6,808<br />

18,815<br />

–<br />

2,160<br />

1,677<br />

2007<br />

–<br />

(131,284)<br />

(131.284)<br />

–<br />

(131,284)<br />

–<br />

(58,928)<br />

(58,928)<br />

–<br />

–<br />

–<br />

–<br />

–<br />

2006<br />

–<br />

(69,305)<br />

(69,305)<br />

(35)<br />

(69,340)<br />

(682)<br />

(196,974)<br />

(57,516)<br />

F-50<br />

–<br />

–<br />

–<br />

–<br />

–<br />

2007<br />

1,885,401<br />

–<br />

1,885,401<br />

44,855<br />

1,930,256<br />

192,319<br />

36,229<br />

(8,295)<br />

38,345<br />

126,040<br />

74,970<br />

51,070<br />

1,418,992<br />

357,422<br />

1,776,414<br />

370,205<br />

668,365<br />

1,038,570<br />

67,550<br />

67,927<br />

2,263<br />

13,731<br />

7,094<br />

2006<br />

1,403,758<br />

–<br />

1,403,758<br />

32,537<br />

1,436,295<br />

169,202<br />

33,678<br />

(2,939)<br />

13 , 8 8 3<br />

124,580<br />

107,714<br />

16,866<br />

1,385,176<br />

397,370<br />

1,782,546<br />

328,935<br />

798,465<br />

1,127,400<br />

58,375<br />

50,046<br />

–<br />

17,119<br />

6,526


30 eArninGs per shAre<br />

in thousands <strong>of</strong> Chf / quantity<br />

102 DuFry ANNuAl rEPOrt 2007<br />

BaSic<br />

Basic earnings per share are calculated by dividing the net earnings attributable to equity holders <strong>of</strong> the parent<br />

by the weighted average number <strong>of</strong> shares outstanding during the year.<br />

Net earnings attributable to equity holders <strong>of</strong> the parent<br />

Weighted average number <strong>of</strong> ordinary shares outstanding<br />

Basic earnings per share in CHF<br />

2007<br />

74,970<br />

14,018<br />

5.35<br />

2006<br />

107,714<br />

diluted<br />

Diluted earnings per share amounts are calculated by dividing the net pr<strong>of</strong>it attributable to ordinary equity holders<br />

<strong>of</strong> the parent by the weighted average number <strong>of</strong> ordinary shares outstanding during the year plus the weighted<br />

average number <strong>of</strong> ordinary shares that would be issued on the conversion <strong>of</strong> all the dilutive potential ordinary<br />

shares into ordinary shares.<br />

in thousands <strong>of</strong> Chf / quantity<br />

Net earnings attributable to equity holders <strong>of</strong> the parent<br />

Weighted average number <strong>of</strong> ordinary shares outstanding adjusted<br />

for the effect <strong>of</strong> dilution<br />

Diluted earnings per share in CHF<br />

Weighted average number <strong>of</strong> ordinary shares:<br />

in thousands<br />

Outstanding shares<br />

less treasury shares<br />

used for calculation <strong>of</strong> basic earnings per share<br />

Effect <strong>of</strong> dilution:<br />

Share options<br />

used for calculation <strong>of</strong> earning per share adjusted for the effect <strong>of</strong> dilution<br />

31 purchAse <strong>of</strong> properTy, plAnT And equipmenT<br />

in thousands <strong>of</strong> Chf<br />

Payables for capital expenditure at the beginning <strong>of</strong> the year<br />

Additions <strong>of</strong> property, plant and equipment (see note 16)<br />

Payables for capital expenditure at the end <strong>of</strong> the year<br />

translation differences<br />

purchase <strong>of</strong> property, plant and equipment<br />

2007<br />

74,970<br />

14,223<br />

5.27<br />

2007<br />

3,890<br />

58,970<br />

(4,970)<br />

(25)<br />

57,865<br />

14,063<br />

7.66<br />

2006<br />

107,714<br />

14,163<br />

7.61<br />

2006<br />

–<br />

55,993<br />

(3,890)<br />

–<br />

52,103<br />

the comparative figures were restated to take into account the payables for capital expenditure at the end <strong>of</strong> 2006.<br />

F-51<br />

2007<br />

14,062.5<br />

44.5<br />

14,018.0<br />

205.0<br />

14,223.0<br />

2006<br />

14,062.5<br />

–<br />

14,062.5<br />

100.0<br />

14,162.5<br />

On January 1, 2008, 100,000 treasury shares have been assigned to the beneficiaries <strong>of</strong> the share options (first<br />

grant <strong>of</strong> the rSu, see note 36). there have been no other transactions involving ordinary shares or potential<br />

ordinary shares between the reporting date and the date <strong>of</strong> completion <strong>of</strong> these financial statements.


32 number <strong>of</strong> reTAil shop concessions<br />

DuFry ANNuAl rEPOrt 2007 103<br />

Dufry companies enter into arrangements with airports, seaports, railway stations and other areas to operate<br />

shops, which sell part or the total <strong>of</strong> the product-range mentioned in note 1. Most <strong>of</strong> the concession providers are<br />

public or semi-public owned companies.<br />

Such shop concession arrangements determines that the concession providers transfer the right to Dufry shops<br />

to sell a predefined assortment <strong>of</strong> products to a traveling public, for the period <strong>of</strong> the concession.<br />

the arrangements typically define:<br />

– the duration<br />

– the nature <strong>of</strong> remuneration<br />

– the assortment <strong>of</strong> products to be sold<br />

– the location<br />

they may comprise one or several shops and are awarded in a public tender or in a negotiated deal.<br />

the depreciation <strong>of</strong> the tangible assets in such operations is done over the useful life or the duration <strong>of</strong> the<br />

arrangements , whatever is shorter.<br />

In such cases where the compensation is defined in form <strong>of</strong> a guaranteed minimum, such arrangement may<br />

fulfill the definition <strong>of</strong> an onerous contract. In such instance, the discounted net future cash flow is assessed and<br />

provisioned. At present, no concession agreements are provided for.<br />

Dufry Group operates 448 retail shops in 39 countries at year-end. they operate under the following concession<br />

schemes currently and in the following years including extension:<br />

total number <strong>of</strong> shops<br />

with concession agreements existing in :<br />

<strong>of</strong> which fixed fees and / or proportional fees 1<br />

<strong>of</strong> which proportional fees to sales<br />

<strong>of</strong> which fixed fees<br />

2007<br />

448<br />

268<br />

105<br />

75<br />

1 there are two possible combinations: a) the agreement includes a fixed fee and additionally proportional fees to sales, or b) the higher <strong>of</strong> a<br />

fixed fee or proportional fee.<br />

2008<br />

421<br />

251<br />

105<br />

65<br />

F-52<br />

2009<br />

382<br />

220<br />

103<br />

59<br />

2010<br />

327<br />

167<br />

103<br />

57<br />

2011<br />

312<br />

153<br />

103<br />

56<br />

2012+<br />

274<br />

132<br />

103<br />

39


33 new operATions<br />

104 DuFry ANNuAl rEPOrt 2007<br />

developmentS 2007<br />

During the first half <strong>of</strong> 2007, Dufry started new operations in China (Hong Kong) and in Egypt (Sharm-el-Sheikh).<br />

On March 9, 2007, a joint venture company was founded in Prague with a share capital <strong>of</strong> CZK 200,000. Dufry<br />

contributed 51 % <strong>of</strong> the share capital <strong>of</strong> Dufry CE s.r.o amounting to CHF 6,000. the company is still not<br />

operational .<br />

the minority shareholder <strong>of</strong> Duty Free Caribbean (Holdings) ltd did not exercise his option to sell to Dufry Group<br />

up to 20 % <strong>of</strong> the share capital <strong>of</strong> the company during the period ended on December 31, 2007 (see Acquisitions<br />

2006 below). In consequence, the potential liability <strong>of</strong> CHF 12.8 million presented as <strong>of</strong> December 31, 2006, was<br />

de-recognized as <strong>of</strong> December 31, 2007.<br />

acquiSitionS 2006<br />

1. acquisition <strong>of</strong> operations in Brazil<br />

At the end <strong>of</strong> March 2006, the Group acquired 80 % ownership interest in Brasif Duty Free Shop ltd and subsidiaries<br />

(‘Brasif’) in Brazil as well as Eurotrade ltd, in Cayman Islands (‘Eurotrade’). Brasif and its subsidiaries are<br />

retail companies.<br />

the fair value <strong>of</strong> the identifiable assets and liabilities <strong>of</strong> the acquired companies as at the date <strong>of</strong> acquisition and<br />

the resulting goodwill were determined as follows:<br />

in thousands <strong>of</strong> usd<br />

Cash and cash equivalents<br />

Other accounts receivable<br />

Inventories<br />

Other assets<br />

Concession rights<br />

Non-current assets<br />

AsseTs<br />

trade payables<br />

Financial debt<br />

Other accounts payable<br />

Deferred tax liabilities<br />

Minority interests<br />

Equity<br />

liAbiliTies And equiTy<br />

Fair value <strong>of</strong> net assets<br />

Dufry’s share in the net assets<br />

Goodwill arising on acquisition<br />

total acquisition costs<br />

in thousands <strong>of</strong> Chf<br />

Goodwill<br />

F-53<br />

fair valuE<br />

6,266<br />

24,573<br />

37,749<br />

408<br />

284,505<br />

19,956<br />

373,457<br />

31,255<br />

2,812<br />

20,721<br />

96,555<br />

(34)<br />

222,148<br />

373,457<br />

222,148<br />

177,718<br />

231,378<br />

409,096<br />

fair valuE<br />

297,873<br />

Carrying valuE<br />

6,266<br />

24,573<br />

37,749<br />

408<br />

1,121<br />

19,354<br />

89,471<br />

31,255<br />

2,812<br />

20,721<br />

–<br />

(34)<br />

34,717<br />

89,471


DuFry ANNuAl rEPOrt 2007 105<br />

the acquisition costs for Dufry <strong>of</strong> uSD 409.1 million comprised a cash payment <strong>of</strong> uSD 402.3 million and costs <strong>of</strong><br />

uSD 6.8 million directly attributable to the acquisition.<br />

the total purchase price <strong>of</strong> uSD 500 million for 100 % ownership interest was financed through a structured bank<br />

financing <strong>of</strong> uSD 400 million provided by the Dufry Group and a contribution <strong>of</strong> uSD 100 million provided by Dufry<br />

South America Investment’s minority shareholder, the funds managed by Advent International Corp. As <strong>of</strong> April<br />

1, 2006, Dufry obtained the control <strong>of</strong> these newly incorporated companies.<br />

the structured bank financing shall also provide Dufry with additional means for further expansions and<br />

growth.<br />

cash outflow on acquisition:<br />

in thousand <strong>of</strong> usd<br />

Net cash acquired with the subsidiary<br />

Cash paid<br />

Acquisition costs<br />

net cash outflow<br />

in thousand <strong>of</strong> Chf<br />

net cash outflow for the 80 % acquired<br />

From the date <strong>of</strong> acquisition up to December 31, 2006, the acquired companies have contributed CHF 301 million<br />

to the net sales <strong>of</strong> the Group and CHF 39 million to the operating pr<strong>of</strong>it <strong>of</strong> the Group. If the combination had taken<br />

place at January 1, 2006, the acquired companies would have contributed CHF 387 million to the net sales <strong>of</strong> the<br />

Group and CHF 43 million to the operating pr<strong>of</strong>it <strong>of</strong> the Group.<br />

the goodwill <strong>of</strong> uSD 231.4 million is attributed to the expected synergies and other benefits from combining the<br />

assets and activities <strong>of</strong> the acquired companies with those <strong>of</strong> the Group.<br />

2. acquisition <strong>of</strong> operations in puerto Rico<br />

On December 17, 2006, the Group acquired 100 % <strong>of</strong> the share capital <strong>of</strong> 8 Caribbean companies, namely Alliance<br />

Duty Free, Inc, ABC Netherlands Inc, P&B Inc domiciled in Puerto rico, Perfume Palace Inc and the Alexis Corp.,<br />

domiciled in St. thomas, DFI Aruba domiciled in Aruba, DFI Bonaire N.V. domiciled in Bonaire and lJB Cosmetics<br />

N.V. domiciled in St. Maarten for a total consideration <strong>of</strong> uSD 157 million. the total purchase price was financed<br />

through the proceeds <strong>of</strong> the Initial Public Offering <strong>of</strong> Dufry South America ltd.<br />

the acquisition has been accounted for using the purchase method <strong>of</strong> accounting. the fair value <strong>of</strong> the identifiable<br />

assets and liabilities <strong>of</strong> the acquired companies as at the date <strong>of</strong> acquisition and the resulting goodwill were finally<br />

determined as follows:<br />

F-54<br />

2006<br />

(6,266)<br />

502,896<br />

8,475<br />

505,105<br />

2006<br />

518,752


in thousands <strong>of</strong> usd<br />

Cash and cash equivalents<br />

Other accounts receivable<br />

Inventories<br />

Other assets<br />

Concession rights<br />

Non-current assets<br />

AsseTs<br />

trade payables<br />

Other accounts payable<br />

Deferred tax liabilities<br />

Equity<br />

liAbiliTies And equiTy<br />

Fair value <strong>of</strong> net assets<br />

Goodwill arising on acquisition 1<br />

ToTAl AcquisiTion cosTs<br />

in thousands <strong>of</strong> Chf<br />

Goodwill<br />

106 DuFry ANNuAl rEPOrt 2007<br />

the total acquisition costs <strong>of</strong> uSD 158 million comprised a cash payment <strong>of</strong> uSD 150 million in 2006, the<br />

commitment to pay uSD 7.0 million to the former owner over the next seven years (which have been discounted at<br />

11.25 % p.a.) and transaction costs <strong>of</strong> uSD 3.0 million attributed to this acquisition.<br />

cash outflow on acquisition:<br />

fair valuE<br />

8,597<br />

2,133<br />

12,005<br />

522<br />

135,267<br />

3,015<br />

161,539<br />

4,367<br />

7,301<br />

8,876<br />

140,995<br />

161,539<br />

140,995<br />

16,954<br />

157,949<br />

fair valuE<br />

20,684<br />

Carrying valuE<br />

8,597<br />

2,133<br />

12,302<br />

522<br />

–<br />

3,015<br />

26,569<br />

4,367<br />

1,130<br />

–<br />

21,072<br />

26,569<br />

1 Compared with the preliminary assessment, the final purchase price allocation identified additional contingent liabilities <strong>of</strong> uSD 6.3 million<br />

(equivalent to CHF 7.7 million) and adjusted the deferred taxes accordingly. In 2006, the goodwill arising on the acquisition was stated at<br />

uSD 11.1 million.<br />

in thousand <strong>of</strong> usd<br />

Net cash acquired with the subsidiary<br />

Cash paid<br />

Acquisition costs<br />

net cash outflow in usd<br />

in thousand <strong>of</strong> Chf<br />

net cash outflow<br />

2006<br />

(8,597)<br />

150,000<br />

3,018<br />

144,421<br />

2006<br />

174,764<br />

From the date <strong>of</strong> acquisition up to December 31, 2006, the acquired companies have contributed CHF 4.5 million<br />

to the net sales <strong>of</strong> the Group and CHF 0.9 million to the operating pr<strong>of</strong>it <strong>of</strong> the Group. If the combination had taken<br />

place at January 1, 2006, the acquired companies would have contributed CHF 103 million to the net sales <strong>of</strong> the<br />

Group and CHF 20 million to the operating pr<strong>of</strong>it <strong>of</strong> the Group.<br />

the goodwill <strong>of</strong> uSD 17.0 million is attributed to the expected synergies and other benefits from combining the<br />

assets and activities <strong>of</strong> the acquired companies with those <strong>of</strong> the Group.<br />

F-55


DuFry ANNuAl rEPOrt 2007 107<br />

3. minority interest in duty free caribbean (holdings) ltd<br />

As <strong>of</strong> February 2, 2006, Dufry acquired 4.6 % <strong>of</strong> the voting shares <strong>of</strong> Duty Free Caribbean (Holdings) ltd<br />

(‘DFC’) for a price <strong>of</strong> uSD 5.5 million from the minority shareholders <strong>of</strong> DFC. Dufry also subscribed the sum <strong>of</strong><br />

uSD 13.0 million toward the issuance <strong>of</strong> additional shares <strong>of</strong> DFC. Both transactions resulted in Dufry’s ownership<br />

interest to increase from 50 % at the beginning <strong>of</strong> the year to 60 % at December 31, 2006. the difference between<br />

the book value <strong>of</strong> the additional interest acquired and the consideration, <strong>of</strong> CHF 9.1 million has been recognized<br />

as goodwill .<br />

the minority shareholder had an option up to December 31, 2007 to sell to the stock market 20% <strong>of</strong> the share<br />

capital <strong>of</strong> Duty Free Caribbean (Holdings) ltdor, in the event that the company shall not be publicly traded on<br />

December 31, 2007 had an option to sell to the Dufry Group up to 20% <strong>of</strong> the share capital <strong>of</strong> the company for a total<br />

price based on a valuation <strong>of</strong> a multiple <strong>of</strong> earnings before interest, taxes, depreciation and amortization (EBItDA)<br />

minus net interest bearing debt. Dufry Group has recognized CHF 12.8 million as other liability for the fair value<br />

<strong>of</strong> this option in its consolidated balance sheet as <strong>of</strong> December 31, 2006.<br />

4. minority interest in dufry Bolivia Sa<br />

On December 4, 2006 Dufry acquired from Corporation DFSA, the minority interest holder <strong>of</strong> Dufry Bolivia SA<br />

(formerly Weitnauer Bolivia SA), its remaining 40 % share for a price <strong>of</strong> uSD 0.5 million. Dufry South America ltd<br />

is thereafter holding 100 % <strong>of</strong> Dufry Bolivia SA. the net cash outflow was only <strong>of</strong> uSD 0.3 million, since the rest<br />

was compensated with advance payments done to Corporation DFSA in prior years.<br />

34 disposAl <strong>of</strong> subsidiAries And oTher informATion<br />

paRtial diSpoSal <strong>of</strong> ShaReS in dufRy South ameRica ltd thRough oveR-allotment option<br />

On January 21, 2007 the over-allotment option <strong>of</strong> 4,129,567 shares <strong>of</strong> Dufry South America ltd, Bermuda granted<br />

to the banks participating in the Initial Public Offering was exercised resulting in net proceeds <strong>of</strong> CHF 64.5 million.<br />

As a result the Group’s ownership interest in DSA was reduced to 51.04 %. the Group recognized a gain <strong>of</strong><br />

CHF 18.3 million in its consolidated income statement for the year ended December 31, 2007.<br />

diSpoSal <strong>of</strong> Bfc aiRpoRt StoReS llc<br />

On February 28, 2007, Eurotrade ltd sold all <strong>of</strong> its shares in BFC Airport Stores for uSD 0.07 million. At the time<br />

<strong>of</strong> the sale the net cash disposed amounted to uSD 0.07 million. the transaction generated a net loss on sale <strong>of</strong><br />

subsidiary <strong>of</strong> CHF 0.09 million.<br />

diSpoSal <strong>of</strong> ShaReS in dufRy camBodia ltd<br />

Dufry Group had 100 % ownership interest in Dufry Cambodia ltd. On June 30, 2007, Dufry International ltd<br />

disposed 20 % <strong>of</strong> its ownership interest in Dufry Cambodia ltd for CHF 0.2 million. under the parent entity<br />

extension method, the Group recognized a loss <strong>of</strong> CHF 0.4 million representing the difference between the net<br />

proceeds received and Group’s share <strong>of</strong> identifiable net assets disposed, in its consolidated income statement for<br />

the year ended December 31, 2007.<br />

diSpoSalS 2006<br />

1. disposal <strong>of</strong> duty free haifa ltd<br />

On July 1, 2006, Dufry International ltd sold its 60 % shares in Duty Free Haifa ltd for CHF 0.7 million. At the time<br />

<strong>of</strong> the sale the net cash disposed amounted to CHF 0.6 million. the transaction generated a net loss on sale <strong>of</strong><br />

subsidiary <strong>of</strong> CHF 0.5 million.<br />

2. Reorganization <strong>of</strong> dufry South america investments Sa, flagship Retail Services inc and dufry Bolivia Sa<br />

Dufry Group had 100 % ownership interest in Flagship retail Services Inc. (‘Flagship’) and 60 % <strong>of</strong> Dufry Bolivia SA.<br />

In preparation for the Initial Public Offering in luxembourg and Brazil, Dufry set up a new company called Dufry<br />

South America ltd, Bermuda (‘DSA’) with 80 % ownership interest.<br />

F-56


108 DuFry ANNuAl rEPOrt 2007<br />

At September 29, 2006, DSA entered into a subscription agreement with Dufry, whereby Dufry subscribed to<br />

2,249,176 new common shares <strong>of</strong> DSA having a par value <strong>of</strong> uSD 0.012 per share (resulting in Dufry’s ownership<br />

interest increasing to 80.7 %) in exchange <strong>of</strong> the entire ownership interest <strong>of</strong> Flagship, and 80 % <strong>of</strong> Dufry South<br />

America Investments SA held by Dufry. As a result <strong>of</strong> this transaction, the group’s ownership interest in Flagship<br />

was reduced from 100 % to 80.7 %, thereby resulting in a deemed disposal <strong>of</strong> 19.3 % ownership interest in Flagship.<br />

Dufry’s 60 % participation in Dufry Bolivia SA was sold at such time for a consideration <strong>of</strong> uSD 0.5 million.<br />

under the parent entity extension method, the Group recognized a gain <strong>of</strong> CHF 4.2 million representing the<br />

difference between the carrying value <strong>of</strong> the additional ownership interest in DSA and 19.3 % <strong>of</strong> net assets <strong>of</strong><br />

Flagship, in its consolidated income statement for the year ended December 31, 2006. Dufry South America<br />

Investments SA was brought into DSA at book values.<br />

3. partial disposal <strong>of</strong> shares in dufry South america ltd through initial public <strong>of</strong>fering<br />

On December 20, 2006, Dufry group disposed 23.3 % <strong>of</strong> its ownership interest in Dufry South America ltd (‘DSA’)<br />

through an Initial Public Offering in luxembourg and Brazil at a price <strong>of</strong> uSD 12.50 per share. As a result <strong>of</strong> the<br />

IPO, the Group’s ownership interest in DSA was reduced from 80.7 % to 57.4 %. under the parent entity extension<br />

method, the Group recognized a gain <strong>of</strong> CHF 61.0 million representing the difference between the net proceeds<br />

received and Group’s share <strong>of</strong> identifiable assets and goodwill disposed, in its consolidated income statement for<br />

the year ended December 31, 2006. the net proceeds <strong>of</strong> this transaction have been CHF 227.9 million.<br />

35 equiTy<br />

outStanding ShaRe capital<br />

the share capital <strong>of</strong> CHF 70.3 million comprises <strong>of</strong> 14,062,500 outstanding shares, each with a nominal value <strong>of</strong><br />

CHF 5 as <strong>of</strong> December 31, 2007.<br />

authoRized and conditional ShaRe capital<br />

As per Dufry ltd’s extraordinary shareholders meeting <strong>of</strong> November 17, 2005, an authorized capital <strong>of</strong> CHF 20.5<br />

million and a conditional capital in the maximum amount <strong>of</strong> CHF 7.5 million were created. During the Board <strong>of</strong><br />

Directors meeting on December 5, 2005, it was decided to use CHF 10.3 million <strong>of</strong> the authorized capital and to<br />

increase Dufry ltd’s share capital by that amount.<br />

At an extraordinary shareholders meeting on November 23, 2006, shareholders approved the Board <strong>of</strong> Directors<br />

proposal to increase the amount <strong>of</strong> the previously existing authorized share capital from CHF 10.2 million to<br />

CHF 21.1 million and to set the duration <strong>of</strong> such authorized capital until November 23, 2008.<br />

dividendS paid<br />

the ordinary general assembly approved a dividend <strong>of</strong> CHF 1.00 per share on May 15, 2007 and the Company paid<br />

such dividend, totaling CHF 14.062.500 during the year ended December 31, 2007.<br />

36 shAre-bAsed pAymenT<br />

ReStRicted Stock unit plan (RSu)<br />

Dufry implemented two restricted stock unit plans (rSu) for certain members <strong>of</strong> the Group’s management.<br />

On January 1, 2006, the Company granted to the participants <strong>of</strong> the first rSu grant the right to receive on January<br />

1, 2008, free <strong>of</strong> charge, up to 100,000 rSu’s on aggregate, based on the <strong>of</strong>fer price <strong>of</strong> CHF 80 per share.<br />

F-57


in thousands <strong>of</strong> Chf<br />

Partial disposal <strong>of</strong> shares in Dufry South America ltd (note 34)<br />

Put option to acquire 20 % <strong>of</strong> Duty Free Caribbean Group (note 33)<br />

Acquisition <strong>of</strong> 10 % <strong>of</strong> Duty Free Caribbean Group<br />

Disposal <strong>of</strong> 20 % <strong>of</strong> interest in Dufry Cambodia ltd<br />

Other changes<br />

ToTAl<br />

DuFry ANNuAl rEPOrt 2007 109<br />

these rights granted in 2006 vested on January 1, 2007 as the average share price from the ten previous trading<br />

days met the condition <strong>of</strong> being higher than CHF 80.80. After a one-year holding period the options were exercised<br />

on January 1, 2008.<br />

the Nomination and remuneration Committee <strong>of</strong> the Board <strong>of</strong> Directors approved the second rSu grant as <strong>of</strong><br />

January 1, 2007. under this rSu grant Dufry grants to the participants the right to receive on January 1, 2009, free<br />

<strong>of</strong> charge, up to 105,000 rSu’s on aggregate, based on the basis price <strong>of</strong> CHF 102 per share. these rights vested on<br />

January 1, 2008 as the share price at the vesting date was higher than CHF 103.02. the option will be exercisable<br />

only after a holding period <strong>of</strong> one year, which ends on January 1, 2009.<br />

the fair value <strong>of</strong> the options is estimated at the grant date using binomial pricing models, taking into account the<br />

terms and conditions (risk less interest rate <strong>of</strong> 1.4 % for the first grant and 2.7 % for the second grant and a volatility<br />

<strong>of</strong> 40 % for both grants) upon which the instruments were granted. the contractual life <strong>of</strong> each option granted<br />

is two years. the expected volatility reflects assumptions, that the historical volatility is indicative <strong>of</strong> future trends,<br />

which may also not necessarily be the actual outcome. there are no cash settlement alternatives. In 2007, the<br />

accrued costs <strong>of</strong> CHF 5.5 million (2006: CHF 2.5 million) have been recorded against a reserve in equity.<br />

In 2007, Dufry South America ltd implemented a restricted stock unit plan (rSu) granting to certain members <strong>of</strong><br />

their management the right to receive on January 1, 2008, free <strong>of</strong> charge, up to 26,500 rSu’s on aggregate, based<br />

on the <strong>of</strong>fer price <strong>of</strong> uSD 12.50 per share. these rights vested on January 1, 2008 as the share price at the vesting<br />

date was higher than uSD 12.50. the option will be exercisable only after a holding period <strong>of</strong> one year, which ends<br />

on January 1, 2009.<br />

the fair value <strong>of</strong> this option has been estimated at the grant date using binomial pricing models, taking into account<br />

the terms and conditions (risk less interest rate <strong>of</strong> 5.1 % and a volatility <strong>of</strong> 40 %) upon which the instruments were<br />

granted. the contractual life <strong>of</strong> each option granted is two years. the expected volatility reflects assumptions, that<br />

the historical volatility is indicative <strong>of</strong> future trends, which may also not necessarily be the actual outcome. there<br />

are no cash settlement alternatives. In 2007, the accrued costs <strong>of</strong> uSD 0.1 million have been recorded against a<br />

reserve in equity.<br />

tReaSuRy ShaReS<br />

During 2007 Dufry purchased 100,000 shares for a net price <strong>of</strong> CHF 13.1 million in order to comply with the<br />

obligations <strong>of</strong> the first rSu grant.<br />

37 chAnGes in pArTicipATion <strong>of</strong> minoriTy inTeresTs<br />

38 evenTs AfTer The bAlAnce sheeT dATe<br />

2007<br />

18,453<br />

12,843<br />

–<br />

671<br />

33<br />

32,000<br />

2006<br />

121,198<br />

(12,843)<br />

2,070<br />

–<br />

(152)<br />

110,273<br />

the rights granted in 2007 in relation with the second rSu grant vested on January 1, 2008, as the average share<br />

price from the ten previous trading days met the condition <strong>of</strong> being higher than CHF 103.02. the option will be<br />

exercised after the holding period end on January 1, 2009.<br />

F-58


as <strong>of</strong> dECEmBEr 31, 2007<br />

EuropE<br />

dufry ltd<br />

Dufry Investment ltd<br />

Dufry International ltd<br />

Dufry travel retail ltd<br />

Dufry Basel-Mulhouse ltd<br />

Dufry Samnaun ltd<br />

Dufrital SpA<br />

Cid Italia SpA<br />

Dufry Italia SpA<br />

Air Shop Srl<br />

Dufry Shop Finance ltd Srl<br />

Dufry Islas Canarias Sl<br />

Dufry France SA<br />

Food Village (Schiphol) BV<br />

Dufry Hellas ltd<br />

afriCa<br />

Dufry tunisie SA<br />

Dufry Maroc SArl<br />

Dufry Aeroport d‘Alger Sarl<br />

Dufry & G.t.D.C. ltd<br />

Dufry Egypt llC<br />

Eurasia<br />

Dufry East OOO<br />

Dufry Moscow Sheremetyevo<br />

Dufry Singapore Pte ltd<br />

Dufry Sharjah ltd<br />

Dufry d.o.o, Belgrade<br />

Dufry Cambodia ltd<br />

110 DuFry ANNuAl rEPOrt 2007<br />

mosT imporTAnT AffiliATed compAnies<br />

loCation<br />

Basel<br />

Basel<br />

Basel<br />

Basel<br />

Basel / Mulhouse<br />

Samnaun<br />

Milan<br />

Milan<br />

Milan<br />

Milan<br />

Milan<br />

Canary Islands<br />

Paris<br />

Amsterdam<br />

Athens<br />

tunis<br />

Casablanca<br />

Algiers<br />

Accra<br />

Sharm-el-Sheikh<br />

Moscow<br />

Moscow<br />

Singapore<br />

Sharjah<br />

Belgrade<br />

Phnom Penh<br />

F-59<br />

Country<br />

switzerland<br />

Switzerland<br />

Switzerland<br />

Switzerland<br />

Switzerland<br />

Switzerland<br />

Italy<br />

Italy<br />

Italy<br />

Italy<br />

Italy<br />

Spain<br />

France<br />

Netherlands<br />

Greece<br />

tunisia<br />

Morocco<br />

Algeria<br />

Ghana<br />

Egypt<br />

russia<br />

russia<br />

Singapore<br />

u. Arab Emirates<br />

Serbia<br />

Cambodia<br />

ownErship<br />

2007 in %<br />

100<br />

100<br />

100<br />

100<br />

100<br />

60<br />

60<br />

100<br />

60<br />

100<br />

90<br />

100<br />

60<br />

99<br />

100<br />

80<br />

80<br />

62<br />

100<br />

100<br />

69<br />

100<br />

51<br />

100<br />

80<br />

CurrEnCy<br />

Chf<br />

CHF<br />

CHF<br />

CHF<br />

CHF<br />

CHF<br />

Eur<br />

Eur<br />

Eur<br />

Eur<br />

Eur<br />

Eur<br />

Eur<br />

Eur<br />

Eur<br />

Eur<br />

MAD<br />

DZD<br />

uSD<br />

uSD<br />

uSD<br />

uSD<br />

SGD<br />

AED<br />

rSD<br />

uSD<br />

sharE Capital 2007<br />

in thousands<br />

70,313<br />

1,000<br />

1,000<br />

5,000<br />

100<br />

100<br />

258<br />

208<br />

251<br />

10<br />

10<br />

303<br />

1,000<br />

681<br />

147<br />

2,300<br />

2,500<br />

20,000<br />

413<br />

250<br />

712<br />

420<br />

13,300<br />

2,054<br />

44<br />

1,231


as <strong>of</strong> dECEmBEr 31, 2007<br />

north amEriCa & CariBBEan<br />

Dufry America, Inc.<br />

Dufry America Services, Inc.<br />

Dufry Houston DF & retail Part.<br />

Dufry Newark Inc.<br />

Dufry New york<br />

retail Partnership<br />

Dufry Mexico SA de CV<br />

Dufry yucatan SA de CV<br />

Dufry Frontera SA de CV<br />

Alliance Duty Free Inc.<br />

P&B Inc.<br />

ABC Netherlands Inc.<br />

Dufry Aruba N.V.<br />

CEI NV (Aruba)<br />

Dufry trinidad ltd<br />

Inversiones tunc, SA<br />

Puerto libre Int. SA<br />

Duty Free Caribbean<br />

(Holdings) ltd<br />

Duty Free Caribbean limited<br />

City Associated Enterprises ltd<br />

CEI (Barbados) ltd<br />

CEI (St. lucia) ltd<br />

Cave Shepherd Cayman ltd<br />

CEI (Antigua) ltd<br />

south amEriCa<br />

Dufry South America ltd<br />

Dufry do Brasil DFS ltda<br />

EMAC Comercio Importaçao<br />

ltda<br />

Eurotrade ltd<br />

Flagship retail Services Inc.<br />

loCation<br />

Miami<br />

Miami<br />

Houston<br />

Newark<br />

New york<br />

Mexico City<br />

Mexico City<br />

Monterrey<br />

San Juan<br />

San Juan<br />

San Juan<br />

Oranjestad<br />

Oranjestad<br />

Port <strong>of</strong> Spain<br />

Santo Domingo<br />

Managua<br />

Bridgetown<br />

Bridgetown<br />

Nassau<br />

Bridgetown<br />

Castries<br />

George town<br />

St John<br />

Hamilton<br />

rio de Janeiro<br />

rio de Janeiro<br />

George town<br />

Charlestown<br />

Country<br />

uSA<br />

uSA<br />

uSA<br />

uSA<br />

uSA<br />

Mexico<br />

Mexico<br />

Mexico<br />

Puerto rico<br />

Puerto rico<br />

Puerto rico<br />

Aruba<br />

Aruba<br />

trinidad<br />

Dominican republic<br />

Nicaragua<br />

Barbados<br />

Barbados<br />

Bahamas<br />

Barbados<br />

St. lucia<br />

Cayman Island<br />

Antigua<br />

Bermuda<br />

Brazil<br />

Brazil<br />

Cayman Island<br />

St. Kitts & Nevis<br />

F-60<br />

DuFry ANNuAl rEPOrt 2007 111<br />

ownErship<br />

2007 in %<br />

100<br />

100<br />

75<br />

100<br />

88<br />

100<br />

100<br />

100<br />

100<br />

100<br />

100<br />

80<br />

60<br />

60<br />

100<br />

30<br />

60<br />

60<br />

60<br />

60<br />

60<br />

60<br />

60<br />

51<br />

51<br />

51<br />

51<br />

51<br />

CurrEnCy<br />

uSD<br />

uSD<br />

uSD<br />

uSD<br />

uSD<br />

uSD<br />

uSD<br />

uSD<br />

uSD<br />

uSD<br />

uSD<br />

uSD<br />

uSD<br />

uSD<br />

uSD<br />

uSD<br />

uSD<br />

uSD<br />

uSD<br />

uSD<br />

uSD<br />

uSD<br />

uSD<br />

uSD<br />

uSD<br />

Brl<br />

uSD<br />

uSD<br />

sharE Capital 2007<br />

in thousands<br />

5<br />

398<br />

1<br />

1,501<br />

1,208<br />

11,429<br />

1,141<br />

4,684<br />

2,213<br />

25<br />

10<br />

1,000<br />

23<br />

392<br />

0<br />

59<br />

27,000<br />

5,000<br />

1,232<br />

1,500<br />

50<br />

50<br />

2<br />

780<br />

4,146<br />

9,858<br />

5,580<br />

0


112 DuFry ANNuAl rEPOrt 2007<br />

F-61


(This page has been left blank intentionally.)<br />

F-62


(This page has been left blank intentionally.)<br />

F-63


Dufry <strong>AG</strong>:<br />

Audited Statutory Financial Statements as <strong>of</strong> December 31, 2007.................................................. F-64<br />

Income Statement ...................................................................................................................................... F-65<br />

Balance Sheet............................................................................................................................................. F-66<br />

Notes to the Financial Statements ............................................................................................................ F-67<br />

Appropriation <strong>of</strong> Available Earnings ....................................................................................................... F-69<br />

Report <strong>of</strong> the Statutory Auditors............................................................................................................... F-70<br />

F-64


Income Statement<br />

in thousands <strong>of</strong> Chf<br />

Management and franchise fees income<br />

Other income<br />

Financial and dividend income<br />

total Income<br />

Personnel expenses<br />

General and administrative expenses<br />

Management and franchise fees expenses<br />

Amortization<br />

Other expenses<br />

Financial expenses<br />

Income taxes<br />

total expenSeS<br />

net earnIngS<br />

F-65<br />

DuFry AnnuAl rePOrt 2007<br />

FInAncIAl rePOrt<br />

FInancIal StatementS DuFry ltD<br />

2007<br />

6,521<br />

918<br />

53,491<br />

60,930<br />

8,485<br />

2,901<br />

1,271<br />

5,572<br />

174<br />

854<br />

313<br />

19,570<br />

41,360<br />

F113<br />

2006<br />

5,748<br />

–<br />

24,361<br />

30,109<br />

2,573<br />

2,134<br />

741<br />

5,548<br />

179<br />

385<br />

192<br />

11,752<br />

18,357<br />

FInancIal StatementS DuFry ltD


alance Sheet<br />

Assets<br />

114 DuFry AnnuAl rePOrt 2007<br />

in thousands <strong>of</strong> Chf<br />

cash and cash equivalents<br />

Marketable securities<br />

receivables – intercompany<br />

receivables – related party<br />

receivables – third party<br />

Other current assets<br />

Current assets<br />

Investments<br />

Property, plant and equipment<br />

Intangible assets<br />

non-current assets<br />

total aSSetS<br />

LiAbiLities And shArehoLders’ equity<br />

in thousands <strong>of</strong> Chf<br />

Payables – intercompany<br />

Payables – related party<br />

Payables – third party<br />

Other current liabilities<br />

Current liabilities<br />

non-current liabilities<br />

total liabilities<br />

Share capital<br />

Share premium<br />

legal reserves<br />

reserve for treasury shares<br />

Available earnings<br />

shareholders‘ equity<br />

total lIabIlItIeS anD ShareholDerS’ equIty<br />

F-66<br />

31. 12. 07<br />

8<br />

12,600<br />

145,918<br />

511<br />

537<br />

149<br />

159,723<br />

242,497<br />

–<br />

10,236<br />

252,733<br />

412,456<br />

31. 12. 07<br />

1,032<br />

318<br />

1,400<br />

7,109<br />

9,859<br />

–<br />

9,859<br />

70,313<br />

274,987<br />

1,500<br />

13,107<br />

42,690<br />

402,597<br />

412,456<br />

31. 12. 06<br />

11<br />

–<br />

124,602<br />

734<br />

250<br />

44<br />

125,641<br />

242,397<br />

10<br />

15,802<br />

258,209<br />

383,850<br />

31. 12. 06<br />

1,396<br />

–<br />

3,801<br />

2,133<br />

7,330<br />

1,220<br />

8,550<br />

70,313<br />

274,987<br />

582<br />

–<br />

29,418<br />

375,300<br />

383,850


noteS to the FInancIal StatementS<br />

SIgnIFIcant InveStmentS<br />

in thousands <strong>of</strong> Chf<br />

dufry investment Ltd, BaseL<br />

Book value<br />

Share capital<br />

Ownership (in %)<br />

dufry management Ltd, BaseL<br />

Book value<br />

Share capital<br />

Ownership (in %)<br />

dufry Corporate Ltd, ZüriCh<br />

Book value<br />

Share capital<br />

Ownership (in %)<br />

31. 12. 07<br />

242,297<br />

1,000<br />

100 %<br />

100<br />

100<br />

100 %<br />

100<br />

100<br />

100 %<br />

31. 12. 06<br />

242,297<br />

1,000<br />

100 %<br />

100<br />

100<br />

100 %<br />

A dividend <strong>of</strong> cHF 35 million, which was approved at the Shareholders’ Meeting <strong>of</strong> Dufry Investment ltd held on<br />

April 3, 2008, is included in the position dividend income.<br />

guarantee commItment regarDIng SwISS value aDDeD tax (vat)<br />

Dufry ltd forms together with Dufry travel retail ltd, Dufry Investment ltd, Dufry International ltd, Dufry<br />

Samnaun ltd, Dufry Basel Mulhouse ltd, Dufry Participations ltd (former Dufry emirates ltd), Dufry russia<br />

Holding ltd and Dufry Management ltd a tax group for the Swiss Federal tax Administration - Main Division VAt.<br />

As such, Dufry ltd is jointly and severally liable for the Value Added tax owed by the Group.<br />

SIgnIFIcant ShareholDerS’ partIcIpatIon<br />

in %<br />

travel retail Investment ScA, luxembourg<br />

Julius Baer Investment Management llc, uSA<br />

threadneedle Asset Management Holdings ltd, uK<br />

egerton capital limited Partnership, uK<br />

Wellington Management company llP, uSA<br />

Areas SA, Barcelona, Spain<br />

authorIzeD anD conDItIonal Share capItal<br />

DuFry AnnuAl rePOrt 2007 115<br />

31. 12. 07<br />

36.67 %<br />

6.76 %<br />

6.69 %<br />

5.18 %<br />

5.03 %<br />

–<br />

–<br />

–<br />

–<br />

31. 12. 06<br />

53.02 %<br />

–<br />

–<br />

–<br />

5.03 %<br />

18.02 %<br />

As per Dufry ltd’s extraordinary shareholders meeting <strong>of</strong> november 17, 2005, an authorized capital <strong>of</strong> cHF 20.5<br />

million and a conditional capital in the maximum amount <strong>of</strong> cHF 7.5 million were created. During the Board <strong>of</strong><br />

Directors meeting on December 5, 2005, it was decided to use cHF 10.3 million <strong>of</strong> the authorized capital and to<br />

increase Dufry ltd’s share capital by that amount.<br />

At an extraordinary shareholders meeting on november 23, 2006, shareholders approved the Board <strong>of</strong> Directors<br />

proposal to increase the amount <strong>of</strong> the previously existing authorized share capital from cHF 10.2 million to<br />

cHF 21.1 million and to set the duration <strong>of</strong> such authorized capital until november 23, 2008.<br />

F-67


116 DuFry AnnuAl rePOrt 2007<br />

treaSury ShareS<br />

During 2007, Dufry ltd acquired 100,000 shares.<br />

compenSatIon, partIcIpatIonS anD loanS to the memberS oF the boarD oF DIrectorS anD the group<br />

executIve commIttee (DIScloSure accorDIng to SwISS coDe oF oblIgatIonS)<br />

PArticiPAtions in dufry Ltd<br />

As <strong>of</strong> December 31, 2007, the following members <strong>of</strong> the Board <strong>of</strong> Directors and Group executive committee<br />

(including closely related parties) hold the following number <strong>of</strong> shares / number <strong>of</strong> share options (restricted share<br />

units) / percentage participation in Dufry ltd: Mr. Mario Fontana, Member 3,893/0/0 %; Mr. luis Andrés Holzer<br />

neumann, Member 2,272,271/0/16.2 %; Mr. Joaquin Moya-Angeler cabrera, Member 8,890/0/0 %; Mr. Julián<br />

Díaz, chief executive Officer 0/37,600/0.3 % among which 18,800 not vested; Mr. Xavier rossinyol, chief Financial<br />

Officer <strong>750</strong>/23,200/0.2 % among which 11,600 not vested; Mr. José Antonio Gea, Global chief Operating Officer<br />

0/23,200/0.2 % among which 11,600 not vested; Mr. Pascal Duclos, General counsel 0/10,000/0.1 % among which<br />

5,000 not vested; Mr. Miguel Ángel Martínez, cOO region Africa 0/10,000/0.1 % among which 5,000 not vested;<br />

Mr. rené riedi, cOO region eurasia 0/10,000/0.1 % among which 5,000 not vested; and Mr. José H. González, cOO<br />

region north America & caribbean 0/10,000/0.1 % among which 5,000 not vested. the remaining members <strong>of</strong> the<br />

Board <strong>of</strong> Directors or the Group executive committee have no participation.<br />

All these participations are reported in accordance with the regulations <strong>of</strong> the Federal Act on Stock exchanges<br />

and Securities trading (SeStA), in force since December 1, 2007, showing the participation (including rSu) as a<br />

percentage <strong>of</strong> the number <strong>of</strong> outstanding registered shares as <strong>of</strong> December 31, 2007.<br />

comPensAtion <strong>of</strong> members <strong>of</strong> the boArd <strong>of</strong> directors And GrouP executive committee<br />

All amounts are expressed in thousands <strong>of</strong> chf.<br />

In 2007, Dufry paid to its non-executive members <strong>of</strong> the Board <strong>of</strong> Directors fees in a total amount <strong>of</strong> cHF 300 (to<br />

Mr. Xavier Bouton, Member cHF 50; to Mr. Mario Fontana, Member cHF 100; to Mr. luis Andrés Holzer neumann,<br />

Member cHF 50; to Mr. Joaquin Moya-Angeler cabrera, Member cHF 100). In addition to these fees Mr. Xavier<br />

Bouton received cHF 250 for strategic consulting services provided to the Group during the year.<br />

the social charges related to these fees are calculated in accordance with the local regulations applicable in<br />

the domicile <strong>of</strong> each Board member amounted to cHF 9 in total (to Mr. Mario Fontana, Member cHF 6 and to<br />

Mr. luis Andrés Holzer neumann, Member cHF 3). there are no other compensations paid directly or indirectly<br />

to active or former members <strong>of</strong> the Board <strong>of</strong> Directors. there are no loans or guarantees received or provided to<br />

these Board members.<br />

Finally, the total compensation to the non-executive members <strong>of</strong> the Board <strong>of</strong> Directors amounted to cHF 559 in<br />

total (to Mr. Xavier Bouton, Member cHF 300; to Mr. Mario Fontana, Member cHF 106; to Mr. luis Andrés Holzer<br />

neumann, Member cHF 53; to Mr. Joaquin Moya-Angeler cabrera, Member cHF 100).<br />

In 2007, the compensations to the nine members <strong>of</strong> the Group executive committee amounted to cHF 9,804 in total<br />

(Basic salary cHF 3,432, Bonus cHF 1,913, 62,000 restricted share units <strong>of</strong> Dufry ltd and 13,478 <strong>of</strong> Dufry South<br />

America ltd, Allowances in kind cHF 84, Social benefits cHF 459). Included in these figures is the compensation<br />

paid to Mr. Julián Diáz, chief executive Officer, who received a total compensation <strong>of</strong> cHF 2,702 (Basic salary<br />

cHF 800, Bonus cHF 629, 18,800 unvested restricted share units, Allowances in kind cHF 19, Social benefits<br />

cHF 104).<br />

there are no other compensations paid directly or indirectly to active or former members <strong>of</strong> the Group executive<br />

committee. there are no loans or guarantees received or provided to these members.<br />

For details regarding conditions <strong>of</strong> restricted Stock unit Plan (rSu) please refer to note 36 <strong>of</strong> the consolidated<br />

financial statements.<br />

F-68


approprIatIon oF avaIlable earnIngS<br />

in thousands <strong>of</strong> Chf<br />

retained earnings<br />

net earnings for the year<br />

reserve for treasury shares<br />

available earnings as <strong>of</strong> december 31<br />

transfer to general legal reserves<br />

Dividend proposal<br />

to be carried forward<br />

DuFry AnnuAl rePOrt 2007 117<br />

the Board <strong>of</strong> Directors proposes to the Ordinary General Meeting <strong>of</strong> Dufry ltd the following appropriation <strong>of</strong><br />

available earnings:<br />

F-69<br />

2007<br />

14,437<br />

41,360<br />

(13,107)<br />

42,690<br />

(2,100)<br />

(14,063)<br />

26,527<br />

2006<br />

11,061<br />

18,357<br />

–<br />

29,418<br />

(918)<br />

(14,063)<br />

14,437


118 DuFry AnnuAl rePOrt 2007<br />

F-70


(This page has been left blank intentionally.)<br />

F-71


Dufry <strong>AG</strong>:<br />

Audited Consolidated Financial Statements as <strong>of</strong> December 31, 2006 ........................................... F-72<br />

Consolidated Income Statement ............................................................................................................... F-73<br />

Consolidated Balance Sheet...................................................................................................................... F-74<br />

Consolidated Cash Flow Statement.......................................................................................................... F-75<br />

Consolidated Statement <strong>of</strong> Changes in Equity ........................................................................................ F-76<br />

Notes to the Consolidated Financial Statements ..................................................................................... F-77<br />

Most important Affiliated and Associated Companies ........................................................................... F-124<br />

Report <strong>of</strong> the Group Auditors ................................................................................................................... F-125<br />

F-72


54<br />

Consolidated FinanCial statements<br />

as oF deCember 31, 2006<br />

Consolidated inCome statement<br />

in thousands <strong>of</strong> CHF<br />

Net sales<br />

Advertising income<br />

tUrnoVer<br />

Cost <strong>of</strong> sales<br />

Gross ProFit<br />

Selling expenses, net<br />

Personnel expenses<br />

General expenses, net<br />

Depreciation and amortization<br />

Other operational expenses<br />

Other operational income<br />

earnings before interest and taxes ( ebit )<br />

Income from associates<br />

Financial expenses (income)<br />

earnings before taxes ( ebt )<br />

Income taxes<br />

net earninGs<br />

attributable to<br />

Equity holders <strong>of</strong> the parent<br />

Minority interest<br />

earnings per share attributable to equity holders <strong>of</strong> the parent<br />

Basic earnings per share in CHF<br />

Diluted earnings per share in CHF<br />

Dufry Annual Report 2006 — Consolidated Financial Statements<br />

F-73<br />

note<br />

1<br />

2<br />

3<br />

4<br />

5<br />

6<br />

7<br />

8<br />

9<br />

10<br />

28<br />

28<br />

2006<br />

1,403,758<br />

32,537<br />

1,436,295<br />

691,925<br />

744,370<br />

285,989<br />

179,469<br />

118,413<br />

50,046<br />

21,863<br />

(80,612)<br />

169,202<br />

–<br />

30,739<br />

138,463<br />

13,883<br />

124,580<br />

107,714<br />

16,866<br />

7.66<br />

7.61<br />

2005<br />

932,892<br />

16,938<br />

949,830<br />

477,615<br />

472,215<br />

171,691<br />

123,214<br />

77,165<br />

23,665<br />

11,684<br />

( 6,679 )<br />

71,475<br />

398<br />

5,748<br />

66,125<br />

13,439<br />

52,686<br />

41,560<br />

11,126<br />

3.98<br />

3.98


Consolidated balanCe sheet<br />

assets<br />

in thousands <strong>of</strong> CHF<br />

Cash and cash equivalents<br />

Trade receivables, net<br />

Income tax receivables<br />

Other accounts receivable<br />

Inventories<br />

Current assets<br />

Property, plant and equipment<br />

Intangible assets<br />

Other non-current assets<br />

Deferred tax assets<br />

non-current assets<br />

total assets<br />

liabilities and shareholders’ eqUity<br />

in thousands <strong>of</strong> CHF<br />

Trade payables<br />

Bank debt, short-term<br />

Financial debt, short-term<br />

Income tax payables<br />

Other liabilities<br />

Provisions, short-term<br />

Current liabilities<br />

Bank debt, long-term<br />

Financial debt, long-term<br />

Other non-current liabilities<br />

Deferred tax liabilities<br />

Post-employment benefit obligations<br />

Provisions, long-term<br />

non-current liabilities<br />

total liabilities<br />

Equity attributable to equity holders <strong>of</strong> the parent<br />

Minority interest<br />

total equity<br />

total liabilities and shareholders’ eqUity<br />

Dufry Annual Report 2006 — Consolidated Financial Statements<br />

F-74<br />

note<br />

11<br />

12<br />

13<br />

14<br />

15<br />

16<br />

18<br />

19<br />

note<br />

20<br />

21<br />

22<br />

20<br />

19<br />

23<br />

22<br />

31. 12. 06<br />

102,390<br />

7,122<br />

3,645<br />

103,528<br />

277,729<br />

494,414<br />

101,952<br />

1,143,070<br />

20,548<br />

15,494<br />

1,281,064<br />

1,775,478<br />

31. 12. 06<br />

157,300<br />

21,725<br />

6,821<br />

8,171<br />

153,180<br />

1,975<br />

349,172<br />

585,230<br />

2,063<br />

7,447<br />

165,908<br />

10,512<br />

–<br />

771,160<br />

1,120,332<br />

482,124<br />

173,022<br />

655,146<br />

1,775,478<br />

31. 12. 05<br />

51,602<br />

2,192<br />

6,713<br />

66,472<br />

200,014<br />

326,993<br />

65,120<br />

422,371<br />

8,946<br />

7,660<br />

504,097<br />

831,090<br />

31. 12. 05<br />

102,982<br />

86,403<br />

8,629<br />

7,341<br />

109,070<br />

8,939<br />

323,364<br />

1,575<br />

1,968<br />

4,009<br />

42,760<br />

9,704<br />

1,674<br />

61,690<br />

385,054<br />

386,352<br />

59,684<br />

446,036<br />

831,090<br />

55


56<br />

Consolidated Cash Flow statement<br />

in thousands <strong>of</strong> CHF<br />

Earnings before taxes (EBT)<br />

adjustments for<br />

Depreciation and amortization<br />

Other non-cash items<br />

Decrease (increase) in allowances, deferred taxes and provisions<br />

Equity consolidated income<br />

Gain on sale <strong>of</strong> property, plant and equipment<br />

Net gain on sale <strong>of</strong> investments<br />

Loss /(gain) on unrealized foreign exchange differences<br />

Interest income<br />

Interest expenses<br />

Cash flow before working capital changes<br />

Increase in trade and other accounts receivable<br />

Increase in inventories<br />

Increase in trade and other accounts payable<br />

Cash flow generated from operations<br />

Income taxes paid<br />

net cash flows from operating activities<br />

Cash flow from investing activities<br />

Acquisition <strong>of</strong> interests in subsidiaries, net <strong>of</strong> cash<br />

Sale <strong>of</strong> interests in subsidiaries, net <strong>of</strong> cash<br />

Proceeds from sale <strong>of</strong> associated companies<br />

Dividends from associated companies<br />

Purchase <strong>of</strong> property, plant and equipment<br />

Purchase <strong>of</strong> intangible assets<br />

Proceeds from sale <strong>of</strong> equipment<br />

Interest received<br />

net cash flows used in investing activities<br />

Cash flow from financing activities<br />

Net proceeds from issue <strong>of</strong> shares<br />

Dividends paid to minority shareholders<br />

Increase in capital by minority equity holder<br />

Increase <strong>of</strong> financial debt<br />

Decrease <strong>of</strong> financial debt<br />

Increase (decrease) <strong>of</strong> loans<br />

Bank transaction costs paid<br />

Interest paid<br />

net cash flows from financing activities<br />

Currency translation differences<br />

increase in cash and cash equivalents<br />

Cash and cash equivalents at the<br />

– beginning <strong>of</strong> the period<br />

– end <strong>of</strong> the period<br />

Dufry Annual Report 2006 — Consolidated Financial Statements<br />

F-75<br />

F-5<br />

note<br />

5<br />

8<br />

7<br />

9<br />

9<br />

30<br />

31<br />

15<br />

16<br />

11<br />

2006<br />

138,463<br />

50,046<br />

2,450<br />

(1,966)<br />

–<br />

(1,751)<br />

(65,198)<br />

1,465<br />

(2,057)<br />

35,735<br />

157,187<br />

(24,702)<br />

(27,121)<br />

34,541<br />

139,905<br />

(17,442)<br />

122,463<br />

(716,153)<br />

228,084<br />

–<br />

–<br />

(50,728)<br />

(11,537)<br />

9,988<br />

1,902<br />

(538,444)<br />

–<br />

(5,215)<br />

74<br />

732,832<br />

(204,809)<br />

(1,497)<br />

(7,385)<br />

(34,686)<br />

479,314<br />

(12,545)<br />

50,788<br />

51,602<br />

102,390<br />

2005<br />

66,125<br />

23,665<br />

–<br />

7,503<br />

(398)<br />

(669)<br />

( 1,302 )<br />

( 3,188 )<br />

( 554 )<br />

7,852<br />

99,034<br />

( 21,217 )<br />

( 40,464 )<br />

35,635<br />

72,988<br />

( 16,049 )<br />

56,939<br />

( 127,980 )<br />

( 296 )<br />

14,700<br />

398<br />

( 38,752 )<br />

( 61,804 )<br />

1,966<br />

516<br />

( 211,252 )<br />

220,221<br />

( 2,955 )<br />

–<br />

–<br />

( 41,488 )<br />

308<br />

–<br />

( 7,931 )<br />

168,155<br />

2,715<br />

16,557<br />

35,045<br />

51,602


Consolidated statement oF ChanGes in eqUity<br />

in thousands <strong>of</strong> CHF<br />

balance as <strong>of</strong> 01.01.05<br />

Currency translation differences<br />

Total income and expense for the<br />

year recognized directly in equity<br />

Net earnings<br />

Total income and expense for the year<br />

Increase in share capital<br />

Net proceeds from<br />

Initial Public Offering (IPO)<br />

Changes in participation<br />

<strong>of</strong> minority interests<br />

Dividend to minority interests<br />

balance as <strong>of</strong> 31. 12. 05<br />

Currency translation differences<br />

Net gain on hedge <strong>of</strong> investment<br />

Total income and expense for the<br />

year recognized directly in equity<br />

Net earnings<br />

Total income and expense for the year<br />

Share-based payment<br />

Changes in participation<br />

<strong>of</strong> minority interests (note 17)<br />

Dividend to minority interests<br />

balance as <strong>of</strong> 31. 12. 06<br />

share<br />

CaPital<br />

45,000<br />

–<br />

–<br />

–<br />

–<br />

15,000<br />

10,313<br />

–<br />

–<br />

70,313<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

70,313<br />

attribUtable to eqUity holders oF the Parent<br />

share<br />

PremiUm<br />

–<br />

–<br />

–<br />

–<br />

–<br />

120,300<br />

136,214<br />

–<br />

–<br />

256,514<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

256,514<br />

Dufry Annual Report 2006 — Consolidated Financial Statements F-5 F-76<br />

CUrrenCy<br />

translation<br />

reserVes<br />

(9,366)<br />

12,<strong>218</strong><br />

12,<strong>218</strong><br />

–<br />

12,<strong>218</strong><br />

–<br />

–<br />

–<br />

–<br />

2,852<br />

(43,553)<br />

29,161<br />

(14,392)<br />

–<br />

(14,392)<br />

–<br />

–<br />

–<br />

(11,540)<br />

retained<br />

earninGs total<br />

15,113<br />

–<br />

–<br />

41,560<br />

41,560<br />

–<br />

–<br />

–<br />

–<br />

56,673<br />

–<br />

–<br />

–<br />

107,714<br />

107,714<br />

2,450<br />

–<br />

–<br />

166,837<br />

50,747<br />

12,<strong>218</strong><br />

12,<strong>218</strong><br />

41,560<br />

53,778<br />

135,300<br />

146,527<br />

–<br />

–<br />

386,352<br />

(43,553)<br />

29,161<br />

(14,392)<br />

107,714<br />

93,322<br />

2,450<br />

–<br />

–<br />

482,124<br />

minority<br />

interest eqUity<br />

88,775<br />

5,667<br />

5,667<br />

11,126<br />

16,793<br />

–<br />

–<br />

(42,929)<br />

2,955<br />

59,684<br />

(8,586)<br />

–<br />

(8,586)<br />

16,866<br />

8,280<br />

–<br />

110,273<br />

(5,215)<br />

173,022<br />

139,522<br />

17,885<br />

17,885<br />

52,686<br />

70,571<br />

135,300<br />

146,527<br />

(42,929)<br />

(2,955)<br />

446,036<br />

(52,139)<br />

29,161<br />

(22,978)<br />

124,580<br />

101,602<br />

2,450<br />

110,273<br />

(5,215)<br />

655,146<br />

57


58<br />

notes to the Consolidated<br />

FinanCial statements<br />

CorPorate inFormation<br />

Dufry Ltd (“Dufry” or “the Company”) is a public company with headquarter in Basel, Switzerland. The Company is one<br />

<strong>of</strong> the world’s leading travel retail companies with 444 shops worldwide. The shares <strong>of</strong> the Company are listed on the<br />

Swiss Stock Exchange (SWX). The parent <strong>of</strong> the Company is Travel Retail Investments SCA, which owns 53.0% in the<br />

Dufry Group and which is itself controlled by funds managed by Advent International Corp.<br />

The consolidated financial statements <strong>of</strong> Dufry Ltd and its subsidiaries for the year ended December 31, 2006 were authorized<br />

for issue in accordance with a resolution <strong>of</strong> the Board <strong>of</strong> Directors on April 12, 2007.<br />

basis oF PreParation<br />

Dufry Ltd’s consolidated financial statements are prepared on a historical cost basis, modified where stated by the<br />

revaluation at fair value, and comply with the International Financial Reporting Standards (IFRS) formulated by the<br />

International Accounting Standards Board (IASB) and with International Accounting Standards (IAS) and interpretations<br />

formulated by its predecessor organization the International Accounting Standards Committee (IASC), as well as with<br />

the following significant accounting policies.<br />

All figures included in the consolidated financial statements and notes are rounded to the nearest CHF 1,000, except<br />

where otherwise indicated.<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements F-77


sUmmary oF siGniFiCant aCCoUntinG PoliCies<br />

The accounting policies adopted are consistent with those <strong>of</strong> the previous financial year except as follows:<br />

In 2006, Dufry Group has adopted the following new and amended IFRS and IFRIC interpretations. Adoption <strong>of</strong> these<br />

revised standards and interpretations did not have any material effect on the financial statements <strong>of</strong> the Group. They did<br />

however give rise to additional disclosures.<br />

— IAS 19 Amendment – Employee Benefits<br />

— IAS 21 Amendment – The Effects <strong>of</strong> Changes in Foreign Exchange Rates<br />

— IAS 39 Amendments – Financial Instruments: Recognition and Measurement<br />

— IFRIC 4 Determining whether an Arrangement contains a Lease<br />

— IFRIC 5 Rights to Interests Arising from Decommissioning, Restoration and Environmental Rehabilitation Funds<br />

— IFRIC 6 Liabilities arising from Participating in a Specific Market – Waste Electrical and Electronic Equipment<br />

The principal effects <strong>of</strong> these changes in policies are discussed below.<br />

ias 19 – amendment – employee benefits<br />

As <strong>of</strong> January 1, 2006, the Group adopted the amendments to IAS 19. As a result, additional disclosures are made providing<br />

information about trends in the assets and liabilities <strong>of</strong> the defined benefit plans and the assumptions underlying the<br />

components <strong>of</strong> the defined benefit costs. This change has resulted in additional disclosures being included for the years<br />

ended December 31, 2006 and 2005, but has not had a recognition or measurement impact, as the Group chose not to<br />

apply the new option <strong>of</strong>fered to recognize actuarial gains and losses outside <strong>of</strong> the income statement.<br />

ias 21 – amendment – the effects <strong>of</strong> changes in foreign exchange rates<br />

As <strong>of</strong> January 1, 2006, the Group adopted the amendments to IAS 21. As a result, all foreign exchange differences arising<br />

from a monetary item that forms part <strong>of</strong> the Group’s net investment in a foreign operation are recognized in a separate<br />

component <strong>of</strong> equity in the consolidated financial statements regardless <strong>of</strong> the currency in which the monetary item is<br />

denominated. This change has had no significant impact as <strong>of</strong> December 31, 2006 and 2005.<br />

ias 39 – amendments - Financial instruments: recognition and measurement<br />

Amendment for financial guarantee contracts (issued August 2005) – amended the scope <strong>of</strong> IAS 39 to require financial<br />

guarantee contracts that are not considered to be insurance contracts to be recognized initially at fair value and to be<br />

re-measured at the higher <strong>of</strong> the amount determined in accordance with IAS 37 – provisions, contingent liabilities and<br />

contingent assets and the amount initially recognized less, when appropriate, cumulative amortization recognized in accordance<br />

with IAS 18 – revenue. This amendment did not have an effect on the financial statements.<br />

Amendment for hedges <strong>of</strong> forecast intragroup transactions (issued April 2005) – amended IAS 39 to permit the foreign<br />

currency risk <strong>of</strong> a highly probable intragroup forecast transaction to qualify as the hedged item in a cash flow hedge,<br />

provided that the transaction is denominated in a currency other than the functional currency <strong>of</strong> the entity entering into<br />

that transaction and that the foreign currency risk will affect the consolidated income statement. As the Group currently<br />

has no such transactions, the amendment did not have an effect on the financial statements. Amendment for the fair<br />

value option (issued June 2005) – amended IAS 39 to restrict the use <strong>of</strong> the option to designate any financial asset or<br />

any financial liability to be measured at fair value through the income statement. The Group had not previously used this<br />

option; hence, the amendment did not have an effect on the financial statements.<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements F-78<br />

59


60<br />

iFriC 4 – determining whether an arrangement contains a lease<br />

The Group adopted IFRIC Interpretation 4 as <strong>of</strong> January 1, 2006, which provides guidance in determining whether<br />

arrangements contain a lease to which lease accounting must be applied. This change in accounting policy has not had<br />

a significant impact on the Group as <strong>of</strong> December 31, 2006 or December 31, 2005.<br />

iFriC 5 – rights to interests arising from decommissioning, restoration and environmental rehabilitation Funds<br />

The Group adopted IFRIC Interpretation 5 as <strong>of</strong> January 1, 2006, which establishes the accounting treatment for funds<br />

established to help finance decommissioning <strong>of</strong> a company’s assets. As the entity does not currently operate in a country<br />

where such funds exist, this interpretation has had no impact on the financial statements.<br />

iFriC 6 – liabilities arising from Participating in a specific market<br />

The Group adopted IFRIC Interpretation 6 as <strong>of</strong> January 1, 2006, which established the recognition date for liabilities<br />

arising from the EU Directive relating to the disposal <strong>of</strong> waste electrical and electronic equipment. There was no impact<br />

on the financial position <strong>of</strong> the Group as <strong>of</strong> December 31, 2006 and December 31, 2005.<br />

The following standard is mandatory for accounting periods beginning on or after 1 January 2006 but is not relevant for<br />

Dufry’s operations in the period under review:<br />

— IFRS 6 Exploration for and evaluation <strong>of</strong> mineral resources<br />

The following interpretations to existing standards have been published that are mandatory for accounting periods beginning<br />

on or after March 1, 2006 or later periods, but which Dufry has not adopted early:<br />

— IFRS 7 Financial Instruments: Disclosures (effective for annual periods beginning on or after January 1, 2007)<br />

— IFRIC 7 Applying the Restatement Approach under IAS 29, Financial Reporting in Hyperinflationary Economies<br />

(effective for annual periods beginning on or after March 1, 2006)<br />

— IFRS 8 Segment Reporting (effective for annual periods beginning on or after January 1, 2009)<br />

— IFRIC 8 Scope <strong>of</strong> IFRS 2 (effective for annual periods beginning on or after May 1, 2006)<br />

— IFRIC 9 Reassessment <strong>of</strong> Embedded Derivatives (effective for annual periods beginning on or after June 2006)<br />

— IFRIC 10 Interim Financial Reporting and Impairment (effective for annual periods beginning on or after<br />

November 1, 2006)<br />

— IFRIC 11 Group and Treasury Share Transactions (effective for annual periods beginning on or after March 1, 2007)<br />

— IFRIC 12 Service Concession Arrangements (effective for annual periods beginning on or January 1, 2008)<br />

iFrs 7 – Financial instruments disclosures, and complementary amendments to ias 1, Presentation <strong>of</strong> Financial<br />

statements – Capital disclosures<br />

IFRS 7 introduces new disclosures relating to financial instruments. The Group will adopt the standard from January 1,<br />

2007 and its impact is presently being evaluated.<br />

iFriC 7 – applying the restatement approach under ias 29, Financial reporting in hyperinflationary economies<br />

IFRIC 7 provides guidance on how to apply the requirements <strong>of</strong> IAS 29 in a reporting period in which an entity identifies<br />

the existence <strong>of</strong> hyperinflation in the economy <strong>of</strong> its functional currency, when the economy was not hyperinflationary in<br />

the prior period. As none <strong>of</strong> the Group entities have a currency <strong>of</strong> a hyperinflationary economy as its functional currency,<br />

IFRIC 7 is not expected to have any impact to Dufry’s consolidated financial statements.<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements F-79


iFrs 8 – segment reporting<br />

IFRS 8 requires an entity to adopt the “management approach” to reporting on the financial performance <strong>of</strong> its operating<br />

segments. Generally, the information to be reported would be what management uses internally for evaluating segment<br />

performance and deciding how to allocate resources to operating segments. The impact <strong>of</strong> IFRS 8 for Dufry is currently<br />

being evaluated.<br />

iFriC 8 – scope <strong>of</strong> iFrs 2<br />

IFRIC 8 requires consideration <strong>of</strong> transactions involving the issuance <strong>of</strong> equity instruments – where the identifiable<br />

consideration received is less than the fair value <strong>of</strong> the equity instruments issued – to establish whether or not they fall<br />

within the scope <strong>of</strong> IFRS 2. The Group will apply IFRIC 8 from 1 January 2007, but it is not expected to have any impact<br />

on the Group’s accounts.<br />

iFriC 9 – reassessment <strong>of</strong> embedded derivatives<br />

IFRIC 9 requires an entity to assess whether an embedded derivative is required to be separated from the host contract<br />

and accounted for as a derivative when the entity first becomes a party to the contract. Subsequent reassessment is<br />

prohibited unless there is a change in the terms <strong>of</strong> the contract that significantly modifies the cash flows that otherwise<br />

would be required under the contract, in which case reassessment is required. As none <strong>of</strong> the Group entities have<br />

changed the terms <strong>of</strong> their contracts, IFRIC 9 is not relevant to the Group’s operations.<br />

iFriC 10 – interim Financial reporting and impairment<br />

IFRIC 10 prohibits the impairment losses recognized in an interim period on goodwill, investments in equity instruments<br />

and investments in financial assets carried at cost to be reversed at a subsequent balance sheet date. The Group will<br />

apply IFRIC 10 from 1 January 2007, but it is not expected to have any impact on the Group’s accounts.<br />

iFriC 11 – Group and treasury share transactions<br />

IFRIC 11 requires a share-based payment arrangement in which an entity receives goods or services as consideration<br />

for its own equity instruments to be accounted for as an equity-settled share-based payment transaction, regardless <strong>of</strong><br />

how the equity instruments needed are obtained. Dufry will apply IFRIC 11 from 1 March 2007, but is not expected to have<br />

any significant impact on Dufry’s accounts.<br />

iFriC 12 – service Concession arrangements<br />

IFRIC 12 sets out general principles on recognizing and measuring the obligations and related rights in service concession<br />

arrangements. Dufry will apply IFRIC 12 from 1 January 2007.<br />

The financial statements based on IFRS contain assumptions and estimates, which may affect the figures shown in the<br />

present report. The actual result may differ from these estimates.<br />

method <strong>of</strong> consolidation<br />

The consolidated financial statements comprise the financial statements <strong>of</strong> Dufry Ltd and its subsidiaries as per December<br />

31. The financial statements <strong>of</strong> the subsidiaries are prepared for the same reporting period as the parent Company,<br />

using consistent accounting policies.<br />

All intercompany transactions as well as income and expenses, assets and liabilities resulting from intercompany transactions<br />

are fully eliminated. Intercompany pr<strong>of</strong>its from inventory and supplies not yet realized through sales to third<br />

parties are eliminated.<br />

Subsidiaries are fully consolidated from the date <strong>of</strong> acquisition, being the date on which Dufry obtains control, and continue<br />

to be consolidated until the date that such control ceases.<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements<br />

F-80<br />

61


62<br />

scope <strong>of</strong> consolidation<br />

The consolidated financial statements include the financial results <strong>of</strong> Dufry Ltd and its subsidiaries in which Dufry Ltd<br />

directly or indirectly holds a majority <strong>of</strong> voting rights or otherwise exercises any other form <strong>of</strong> direct or indirect control,<br />

the assets and liabilities, expenses and income <strong>of</strong> the companies concerned are included in full in the consolidated financial<br />

statements. Minority interests in the earnings and equity <strong>of</strong> subsidiaries are disclosed separately.<br />

Minority interests represent the portion <strong>of</strong> pr<strong>of</strong>it or loss and net assets not held by the Group and are presented separately<br />

in the income statement and within equity in the consolidated balance sheet, separately from parent shareholders’<br />

equity. Acquisitions <strong>of</strong> minority interests are accounted for using the parent entity extension method, whereby, the difference<br />

between the consideration and the book value <strong>of</strong> the share <strong>of</strong> the net assets acquired is recognized as goodwill.<br />

investments in subsidiaries<br />

In cases where the Group directly or indirectly holds a majority <strong>of</strong> voting rights or otherwise exercises any other form <strong>of</strong><br />

direct or indirect control, the assets and liabilities, expenses and income <strong>of</strong> the companies concerned are included in<br />

full in the consolidated financial statements. Minority interests in the earnings and equity <strong>of</strong> subsidiaries are disclosed<br />

separately.<br />

Companies are consolidated from the date at which control is acquired by use <strong>of</strong> the purchase method <strong>of</strong> accounting.<br />

Identifiable assets acquired, liabilities and contingent liabilities assumed in a business combination are measured initially<br />

at the fair values at the acquisition date, irrespective <strong>of</strong> the extent <strong>of</strong> any minority interests. The excess <strong>of</strong> the cost <strong>of</strong><br />

acquisition over the fair value <strong>of</strong> the Group’s share <strong>of</strong> the identifiable net assets is recorded as goodwill. If the cost <strong>of</strong> acquisition<br />

is less than the fair value <strong>of</strong> the net assets <strong>of</strong> the subsidiary acquired, the difference is directly recognized in the<br />

income statement. The value <strong>of</strong> recorded goodwill and other intangibles having an indefinite useful life are reviewed annually<br />

and if management determines that impairment in the carrying value exists, an impairment loss is recognized.<br />

If a subsidiary is sold, the difference between the selling price and the net assets inclusive the translation difference is<br />

recognized as net pr<strong>of</strong>it on disposal <strong>of</strong> investments in the consolidated income statement.<br />

investments in associates<br />

Investments in associates are accounted for using the equity method <strong>of</strong> accounting. These are entities in which the<br />

Group has significant influence (20% – 50% ownership) and which are neither subsidiaries nor joint ventures. The investment<br />

in associates is carried in the balance sheet at cost plus post acquisition changes in the Group’s share <strong>of</strong> net<br />

assets <strong>of</strong> the associates, less any impairment in value. The income statement reflects the Group’s share <strong>of</strong> the results<br />

<strong>of</strong> operations <strong>of</strong> these associates.<br />

Financial investments<br />

Financial investments (less than 20% owned) are stated at fair value. Dividends received from them, if any, as well as the<br />

change in fair value are included in the income statement (see also paragraph “Financial assets at fair value through<br />

pr<strong>of</strong>it and loss” in the “Valuation methods and definition” section <strong>of</strong> this report).<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements<br />

F-81


segment reporting<br />

A business segment is a group <strong>of</strong> assets and operations engaged in providing products or services that are subject to<br />

risks and returns that are different from those <strong>of</strong> other business segments.<br />

The Group’s risks and returns are predominantly affected by the fact that it operates in different countries. Therefore, the<br />

Group reports segmental information in its financial statements in the same way as it does internally to senior management<br />

using geographical areas as its primary segments.<br />

A geographical segment is engaged in providing products or services within a particular economic environment that are<br />

subject to risks and returns, that are different from those <strong>of</strong> segments operating in other economic environments.<br />

Foreign currency translation<br />

The consolidated financial statements are expressed in Swiss Francs (CHF). Each company in the Group determines its<br />

own functional currency and items included in the financial statements <strong>of</strong> each entity are measured using that functional<br />

currency. Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date <strong>of</strong> the<br />

transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency<br />

rate <strong>of</strong> exchange ruling at the balance sheet date. All differences are taken to pr<strong>of</strong>it or loss with the exception <strong>of</strong><br />

differences on foreign currency borrowings that provide a hedge against a net investment in a foreign entity. These are<br />

taken directly to equity until the disposal <strong>of</strong> the net investment, at which time they are recognized in pr<strong>of</strong>it or loss. Tax<br />

charges and credits attributable to exchange differences on those borrowings are also dealt with in equity. Non-monetary<br />

items that are measured in terms <strong>of</strong> historical cost in a foreign currency are translated using the exchange rates as<br />

at the dates <strong>of</strong> the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated<br />

using the exchange rates at the date when the fair value was determined. Any goodwill arising on the acquisition <strong>of</strong> a<br />

foreign operation and any fair value adjustments to the carrying amounts <strong>of</strong> assets and liabilities arising on the acquisition<br />

are treated as assets and liabilities <strong>of</strong> the foreign operation and translated at the closing rate.<br />

As at the reporting date, the assets and liabilities <strong>of</strong> all subsidiaries reporting in foreign currency are translated into the<br />

presentation currency <strong>of</strong> Dufry (Swiss Francs) at the rate <strong>of</strong> exchange ruling at the balance sheet date and their income<br />

statements are converted at the weighted average exchange rates <strong>of</strong> each month. The exchange differences arising on<br />

the translation are taken directly to a separate component <strong>of</strong> equity. On disposal <strong>of</strong> a foreign entity, the deferred cumulative<br />

amount recognized in equity relating to that particular foreign operation is recognized in the income statement.<br />

Dufry has considered some intercompany long-term loans, which are not likely to be settled in a foreseeable future as<br />

being part <strong>of</strong> the net investment in such subsidiary. In compliance with IAS 21 paragraph 15 the related exchange differences<br />

have been considered in a separate component <strong>of</strong> the equity, until the disposal <strong>of</strong> the net investment or the repayment<br />

<strong>of</strong> the loan, at which time they are included in the income statement as part <strong>of</strong> the gain or loss on disposal.<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements<br />

F-82<br />

63


64<br />

ValUation methods and deFinitions<br />

turnover<br />

Net sales<br />

Dufry’s net sales consist <strong>of</strong> travel related retail sales <strong>of</strong> goods, which are sold duty free or duty paid, depending on local<br />

laws or regulations. Sales are recognized when significant risks and rewards <strong>of</strong> ownership <strong>of</strong> the products have been<br />

transferred to the customer. Retail sales are settled in cash or by credit card. The sales are considered net, after deducting<br />

trade discounts and, where applicable, sales taxes.<br />

Advertising income<br />

Advertising income is recognized in the period, in which the services have been rendered, and the amount <strong>of</strong> income<br />

incurred in respect <strong>of</strong> this transaction can be measured reliably and it is probable that the economic benefits associated<br />

with the transaction will flow to the company.<br />

Cost <strong>of</strong> sales<br />

Cost <strong>of</strong> sales are recognized when a subsidiary sells a product and comprise the purchase price and the cost incurred<br />

until the product arrives at the warehouse, i.e. import duties, transport and handling cost.<br />

other operational expenses and other operational income<br />

Other operational expenses and other operational income reflect items such as non-recurring transactions, gains or<br />

losses on sale <strong>of</strong> property, plant and equipments or intangible assets, as well as changes for impairment and provisions.<br />

Also included in other operational income is the net income from the sale <strong>of</strong> interest in subsidiaries, less related<br />

expenses incurred to perform these transactions.<br />

Financial result<br />

The financial result includes interest on borrowings with third parties and interest on trade accounts with third parties. It<br />

also includes foreign exchange results deriving from the revaluation <strong>of</strong> monetary assets and liabilities in foreign currency.<br />

Cash and cash equivalents<br />

Cash and cash equivalents consist <strong>of</strong> cash on hand and banks and short-term deposits with banks, with maturity <strong>of</strong> 90<br />

days or less.<br />

trade receivables<br />

Trade receivables are stated at their nominal value less an allowance for any uncollectible amount. The allowance for doubtful<br />

accounts is established based on an individual evaluation when collection is no longer possible based on experience.<br />

inventories<br />

Inventories are valued at the lower <strong>of</strong> historical cost or net realizable value. The historical costs are determined using the<br />

FIFO method. Historical cost includes all expenses incurred in bringing the inventories to their present location and condition.<br />

This includes import duties, transport and handling costs and any other directly attributable costs <strong>of</strong> acquisition.<br />

Purchase discounts and rebates are deducted in determining the cost <strong>of</strong> purchases. The net realizable value is the estimated<br />

selling price in the ordinary course <strong>of</strong> business less the estimated costs necessary to make the sale. Inventory<br />

allowances are set up in the case <strong>of</strong> slow-moving stock; obsolete and expired items are fully written <strong>of</strong>f.<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements<br />

F-83


Property, plant and equipment<br />

These are stated at cost less accumulated depreciation and any impairment in value. Depreciation is computed on a<br />

straight-line basis over the estimated useful life <strong>of</strong> the asset or the lease term.<br />

The useful lives applied are as follows:<br />

— Buildings 20 to 40 years<br />

— Leasehold improvements the shorter <strong>of</strong> 10 years or the remaining lease term<br />

— Furniture, fixture and vehicles the shorter <strong>of</strong> 4 years or the remaining lease term<br />

— Computer hardware the shorter <strong>of</strong> 5 years or the remaining lease term<br />

The asset’s residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.<br />

Land is valued at acquisition cost and not depreciated as it is deemed to have an indefinite life. Additional costs, which<br />

extend the useful life <strong>of</strong> tangible assets, are capitalized. There are no financing costs associated with the construction<br />

<strong>of</strong> tangible assets.<br />

The carrying amount <strong>of</strong> tangible assets is reviewed for impairment whenever events or changes in circumstances indicate<br />

that the carrying amount <strong>of</strong> the asset may not be recoverable. An asset’s carrying amount is written down immediately<br />

to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. The<br />

recoverable amount is the higher <strong>of</strong> an asset’s fair value less cost to sell and value in use.<br />

investment properties<br />

Investment property is held for long-term purposes and is not occupied by the Group itself. Such properties are treated as<br />

non-current investments and are carried at fair value. Fair value is the market value as determined by external appraisers<br />

on an annual basis. Changes in fair value are recorded in the income statement and are included in operating income in<br />

the period in which they arise. During the periods disclosed, the Group did not hold any property in this category.<br />

intangible assets<br />

Concession rights and brands acquired both separately and from a business combination<br />

Intangible assets acquired separately are capitalized at cost and from a business acquisition are capitalized at fair value<br />

as at the date <strong>of</strong> acquisition. Following initial recognition, the cost model is applied to the class <strong>of</strong> intangible assets. The<br />

useful lives <strong>of</strong> these intangible assets are assessed to be either finite or indefinite. Intangible assets with finite lives are<br />

amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible<br />

asset may be impaired. Intangible assets with indefinite useful lives are not amortized but are tested for impairment<br />

annually either individually or at the cash-generating unit level. The useful life <strong>of</strong> an intangible asset with an indefinite<br />

life is reviewed annually to determine whether indefinite life assessment continues to be supportable. If not, the change<br />

in useful life assessment from indefinite to finite is made on a prospective basis. Brands have indefinite useful lives and<br />

are therefore not amortized.<br />

The indefinite life concession rights have been granted for a period ranging from 10 to 30 years by the relevant airport<br />

authorities. According to Dufry’s experience, these concession rights have always been renewed in the past at little or<br />

no cost to the Group. As a result these concession rights are assessed as having an indefinite useful life.<br />

Goodwill<br />

Goodwill represents the excess <strong>of</strong> the cost <strong>of</strong> acquisition over the fair value <strong>of</strong> the identifiable net assets <strong>of</strong> the related<br />

subsidiary or associate at the date <strong>of</strong> the acquisition. Goodwill is carried at cost less accumulated impairment losses.<br />

The carrying amount <strong>of</strong> goodwill will be reviewed annually for impairment when events or changes in circumstances<br />

indicate that the carrying value is not recoverable. Gains and losses on the disposal <strong>of</strong> an entity include the carrying<br />

amount <strong>of</strong> goodwill relating to the entity sold. Goodwill is allocated to the cash-generating units for the purpose <strong>of</strong> impairment<br />

testing.<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements<br />

F-84<br />

65


66<br />

impairment <strong>of</strong> assets<br />

Assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment. Assets<br />

that are subject to depreciation and amortization are reviewed for impairment whenever events or circumstances indicate<br />

that the carrying amount may not be recoverable. An impairment loss is recognized when the carrying amount <strong>of</strong><br />

an asset exceeds its recoverable amount. The recoverable amount is the higher <strong>of</strong> an asset’s fair value less costs to sell<br />

and its value in use. For the purposes <strong>of</strong> assessing impairment, assets are grouped at the lowest levels for which there<br />

are separately identifiable cash flows (cash-generating units).<br />

leasing<br />

Leases <strong>of</strong> assets under which the Group essentially assumes all the benefits and risks <strong>of</strong> ownership are classified as<br />

finance leases. Finance leases are capitalized at the inception <strong>of</strong> the lease at the fair value <strong>of</strong> the leased property or if<br />

lower at the present value <strong>of</strong> the minimum lease payments. The assets acquired under these contracts are depreciated<br />

over the shorter <strong>of</strong> the estimated useful life <strong>of</strong> the asset or the lease term. The corresponding financial obligations are<br />

included in the liabilities. Leases <strong>of</strong> assets under which all the risks and rewards <strong>of</strong> ownership are effectively retained by<br />

the lessor are classified as operating leases and payments made are charged to the income statement on a straight-line<br />

basis. The Group does not hold finance leases during the periods disclosed.<br />

investments<br />

The Group classifies its investments in the following categories: financial assets at fair value through pr<strong>of</strong>it or loss, loans<br />

and receivables, held-to-maturity investments, and available-for-sale financial assets. The classification depends on the<br />

purpose for which the investments were acquired. Management determines the classification <strong>of</strong> its investments at initial<br />

recognition and re-evaluates this classification at every reporting date.<br />

Financial assets at fair value through pr<strong>of</strong>it or loss<br />

This category has two sub-categories: financial assets held for trading, and those designated at fair value through pr<strong>of</strong>it<br />

or loss at inception. A financial asset is classified in this category if acquired principally for the purpose <strong>of</strong> selling in the<br />

short-term. Derivatives are also categorized as held for trading unless they are designated as hedges. Assets in this<br />

category are classified as current assets if they are either held for trading or are expected to be realized within 12 months<br />

<strong>of</strong> the balance sheet date. During the periods disclosed, the Group did not hold any investments in this category.<br />

loans and receivables<br />

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an<br />

active market. They arise when the Group provides money, goods or services directly to a debtor with no intention <strong>of</strong> trading<br />

the receivable. Loans and receivables are included in current assets, except for maturities greater than 12 months<br />

after the balance sheet date, in which case they are classified as non-current assets. Loans and receivables are included<br />

in other accounts receivable in the balance sheet.<br />

held-to-maturity investments<br />

Held-to maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities<br />

that the Group’s management has the positive intention and ability to hold to maturity. During the year, the Group<br />

did not hold any investments in this category.<br />

available-for-sale financial assets<br />

Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any<br />

<strong>of</strong> the other categories. They are included in non-current assets unless management intends to dispose <strong>of</strong> the investment<br />

within 12 months <strong>of</strong> the balance sheet date. Purchases and sales <strong>of</strong> investments are recognized on the transaction<br />

date. This is the date on which the Group commits to purchase or sell the asset. Investments are initially recognized at<br />

fair value plus transaction costs for all financial assets not carried at fair value through pr<strong>of</strong>it or loss. Investments are<br />

derecognized when the rights to receive cash flows from the investments have expired or have been transferred and the<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements<br />

F-85


Group has transferred substantially all risks and rewards <strong>of</strong> ownership. Available-for-sale financial assets and financial<br />

assets at fair value through pr<strong>of</strong>it or loss are subsequently carried at fair value. Loans and receivables and held-tomaturity<br />

investments are carried at amortized cost using the effective interest method. Realized and unrealized gains<br />

and losses arising from changes in the fair value <strong>of</strong> the financial assets at fair value through pr<strong>of</strong>it or loss category are<br />

included in the income statement in the period in which they arise. Unrealized gains and losses arising from changes<br />

in the fair value <strong>of</strong> non-monetary securities classified as available-for-sale are recognized in equity. When securities<br />

classified as available-for-sale are sold or impaired, the accumulated fair value adjustments are included in the income<br />

statement as gains and losses from investment securities.<br />

The fair values <strong>of</strong> quoted investments are based on current bid prices. If the market for a financial asset is not active<br />

(and for unlisted securities), the Group establishes fair value by using valuation techniques. These include the use <strong>of</strong><br />

recent arm’s length transactions, reference to other instruments that are substantially the same, discounted cash flow<br />

analysis, and option pricing models refined to reflect the issuer’s specific circumstances.<br />

The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or Group <strong>of</strong><br />

financial assets are impaired. In the case <strong>of</strong> equity securities classified as available for sale, a significant or prolonged<br />

decline in the fair value <strong>of</strong> the security below its cost is considered in determining whether the securities are impaired.<br />

If any such evidence exists for available-for-sale financial assets, the cumulative loss – measured as the difference between<br />

the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognized<br />

in pr<strong>of</strong>it or loss – is removed from equity and recognized in the income statement. Impairment losses recognized in<br />

the income statement on equity instruments are not reversed through the income statement. In the period under review,<br />

the Group did not hold any investment <strong>of</strong> the above categories.<br />

other non-current assets<br />

Other non-current assets include work in progress, which comprises unfinished capital expenditure projects, guarantee<br />

deposits and loans receivable maturing after 12 months.<br />

other accounts payable<br />

Other accounts payable comprise <strong>of</strong> current or renewable liabilities due within one year. It includes accrued liabilities,<br />

salaries and wages and other liabilities.<br />

Provisions<br />

Provisions are recognized when the Group has a present obligation (legal or constructive) as a result <strong>of</strong> a past event, where<br />

it is probable that an outflow <strong>of</strong> resources embodying economic benefits will be required to settle the obligation, and<br />

where a reliable estimate can be made <strong>of</strong> the amount <strong>of</strong> the obligation. Provisions for litigations or claims are recognized<br />

when a present obligation to a third party exists which has arisen from past events, a reasonable estimate <strong>of</strong> that obligation<br />

can be made and in the opinion <strong>of</strong> the management is more likely than not that an economic outflow will occur.<br />

If the effect <strong>of</strong> the time value <strong>of</strong> money is material, provisions are determined by discounting the expected future cash<br />

flows.<br />

income taxes<br />

Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be<br />

recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that<br />

are enacted or substantively enacted by the balance sheet date. Current income tax relating to items recognized directly<br />

in equity is recognized in equity and not in the income statement.<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements<br />

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68<br />

deferred income taxes<br />

Deferred income taxes are provided using the liability method on temporary differences at the balance sheet date between<br />

the tax bases <strong>of</strong> assets and liabilities and their carrying amounts for financial reporting purposes.<br />

Deferred income tax liabilities are recognized for all taxable temporary differences, except:<br />

— where the deferred income tax liability arises from the initial recognition <strong>of</strong> goodwill or <strong>of</strong> an asset or liability in a<br />

transaction that is not a business combination and, at the time <strong>of</strong> the transaction, affects neither the accounting pr<strong>of</strong>it<br />

nor taxable pr<strong>of</strong>it or loss; and<br />

— in respect <strong>of</strong> taxable temporary differences associated with investments in subsidiaries, associates and interests in<br />

joint ventures, where the timing <strong>of</strong> the reversal <strong>of</strong> the temporary differences can be controlled and it is probable that<br />

the temporary differences will not reverse in the foreseeable future.<br />

Deferred income tax assets are recognized for all deductible temporary differences, carry forward <strong>of</strong> unused tax credits<br />

and unused tax losses, to the extent that it is probable that taxable pr<strong>of</strong>it will be available against which the deductible<br />

temporary differences, and the carry forward <strong>of</strong> unused tax credits and unused tax losses can be utilized except:<br />

— where the deferred income tax asset relating to the deductible temporary difference arises from the initial recogni-<br />

tion <strong>of</strong> an asset or liability in a transaction that is not a business combination and, at the time <strong>of</strong> the transaction,<br />

affects neither the accounting pr<strong>of</strong>it nor taxable pr<strong>of</strong>it or loss; and<br />

— in respect <strong>of</strong> deductible temporary differences associated with investments in subsidiaries, associates and interests<br />

in joint ventures, deferred income tax assets are recognized only to the extent that it is probable that the temporary<br />

differences will reverse in the foreseeable future and taxable pr<strong>of</strong>it will be available against which the temporary dif-<br />

ferences can be utilized.<br />

The carrying amount <strong>of</strong> deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that<br />

it is no longer probable that sufficient taxable pr<strong>of</strong>it will be available to allow all or part <strong>of</strong> the deferred income tax asset<br />

to be utilized. Unrecognized deferred income tax assets are reassessed at each balance sheet date and are recognized<br />

to the extent that it has become probable that future taxable pr<strong>of</strong>it will allow the deferred tax asset to be recovered.<br />

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when<br />

the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively<br />

enacted at the balance sheet date. Deferred income tax relating to items recognized directly in equity is recognized in<br />

equity and not in the income statement.<br />

Deferred income tax assets and deferred income tax liabilities are <strong>of</strong>fset, if a legally enforceable right exists to set <strong>of</strong>f<br />

current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity<br />

and the same taxation authority.<br />

share capital<br />

Dividends are recognized in equity in the period in which they are approved by the respective company’s shareholders.<br />

employment benefits<br />

Pension obligations<br />

The employees <strong>of</strong> the subsidiaries are eligible for retirement, invalidity and death benefits under local Social Security<br />

schemes prevailing in the countries concerned and defined benefit and defined contribution plans provided through<br />

separate funds, insurance plans, or unfunded arrangements. The pension plans are generally funded through regular<br />

contributions made by the employer and the employee and through the income generated by their capital investments.<br />

Where, due to local conditions, a plan is not funded, a liability is recorded in the financial statements.<br />

In the case <strong>of</strong> defined contribution plans, the net periodic pension cost to be recognized in the income statement equals<br />

the contributions made by the employer.<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements<br />

F-87


In the case <strong>of</strong> defined benefit plans, the net periodic pension cost is assessed using the projected unit credit method. The<br />

defined benefit obligation is measured at the present value <strong>of</strong> the estimated future cash flows. The net periodic pension<br />

cost less employee contributions is included in the personnel expenses where the employees are located. Plan assets<br />

are recorded at their fair value. Actuarial gains or losses beyond the corridor arising from adjustments posted, changes<br />

in actuarial assumptions, and amendments to pension plans, are recognized over the average remaining service lives<br />

<strong>of</strong> the related employees.<br />

Termination benefits<br />

Termination benefits are payable when employment is terminated before the normal retirement date, or whenever an<br />

employee accepts voluntary redundancy in exchange for the benefits. The Group recognizes termination benefits when it<br />

is demonstrably committed to either, terminating the employment <strong>of</strong> current employees according to a detailed formal<br />

plan without possibility <strong>of</strong> withdrawal; or providing termination benefits as a result <strong>of</strong> an <strong>of</strong>fer made to encourage voluntary<br />

redundancy. Benefits falling due more than 12 months after balance sheet date are discounted to present value.<br />

share-based payment transactions<br />

Employees (including senior management) <strong>of</strong> the Group may receive part <strong>of</strong> their remuneration in the form <strong>of</strong> share-based<br />

payment transactions, whereby employees render services as consideration for equity instruments (“equity settled transactions”).<br />

In situations where some or all <strong>of</strong> the goods or services received by the entity as consideration for equity instruments<br />

cannot be specifically identified, they are measured as the difference between the fair value <strong>of</strong> the share-based payment<br />

and the fair value <strong>of</strong> any identifiable goods or services received at the grant date. For cash-settled transactions, the<br />

liability is measured at each reporting date until settlement.<br />

equity-settled transactions<br />

The cost <strong>of</strong> equity-settled transactions with employees, for awards granted after November 7, 2002, is measured by<br />

reference to the fair value at the date on which they are granted. The fair value is determined by an external expert using<br />

an appropriate pricing model, further details <strong>of</strong> which are given in Note 33.<br />

The cost <strong>of</strong> equity-settled transactions is recognized, together with a corresponding increase in equity, over the period in<br />

which the performance and / or service conditions are fulfilled, ending on the date on which the relevant employees become<br />

fully entitled to the award (“the vesting date”). The cumulative expense recognized for equity-settled transactions<br />

at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group’s<br />

best estimate <strong>of</strong> the number <strong>of</strong> equity instruments that will ultimately vest. The income statement charge or credit for a<br />

period represents the movement in cumulative expense recognized as at the beginning and end <strong>of</strong> that period.<br />

No expense is recognized for awards that do not ultimately vest, except for awards where vesting is conditional upon a<br />

market condition, which are treated as vesting irrespective <strong>of</strong> whether or not the market condition is satisfied, provided<br />

that all other performance conditions are satisfied.<br />

Where the terms <strong>of</strong> an equity-settled award are modified, the minimum expense recognized is the expense if the terms<br />

had not been modified. An additional expense is recognized for any modification, which increases the total fair value <strong>of</strong> the<br />

share based payment arrangement, or is otherwise beneficial to the employee as measured at the date <strong>of</strong> modification.<br />

Where an equity-settled award is cancelled, it is treated as if it had vested on the date <strong>of</strong> cancellation, and any expense<br />

not yet recognized for the award is recognized immediately. However, if a new award is substituted for the cancelled<br />

award, and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated<br />

as if they were a modification <strong>of</strong> the original award, as described in the previous paragraph.<br />

The dilutive effect <strong>of</strong> outstanding awards is reflected as additional share dilution in the computation <strong>of</strong> earnings per<br />

share (further details are given in Note 28).<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements<br />

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70<br />

Cash-settled transactions<br />

The cost <strong>of</strong> cash settled transactions is measured initially at fair value at the grant date using a binomial model. This fair<br />

value is expensed over the period until vesting with recognition <strong>of</strong> a corresponding liability. The liability is remeasured at<br />

each balance sheet date up to and including the settlement date with changes in fair value recognized in pr<strong>of</strong>it or loss.<br />

Financial risk factors<br />

The Group operates worldwide and is therefore exposed to a variety <strong>of</strong> financial risks such as foreign exchange risk,<br />

credit risk, liquidity risk and cash flow and interest rate risk. The Group’s overall risk management program focuses on<br />

the unpredictability <strong>of</strong> financial markets and seeks to minimize potential adverse effects on the financial performance.<br />

Special guidelines exist for risk management, and are monitored by management. The Group only concludes contracts<br />

with selected high-quality financial institutions.<br />

Foreign exchange risk<br />

In order to reduce its foreign exchange exposure, the Group may enter into currency contracts to hedge against foreign<br />

currency exchange risks, in particular relating to settlements <strong>of</strong> intercompany transactions. An evaluation based on<br />

market values is performed regularly.<br />

Credit risk<br />

The Group has no significant concentrations <strong>of</strong> credit risk. Most <strong>of</strong> the sales are retail sales and made against cash<br />

or internationally recognized credit cards or bank debit cards. It also has policies in place that other sales <strong>of</strong> products<br />

and services are made to customers with an appropriate credit history or that the credit risk is insured by a specialized<br />

indemnity insurer.<br />

Interest rate risk<br />

The Group’s exposure to market risks for changes in interest rates relates primarily to the Group’s bank debt and financial<br />

debt.<br />

Liquidity risk<br />

Prudent liquidity risk management implies maintaining sufficient cash and cash equivalents and the availability <strong>of</strong> funding<br />

through an adequate amount <strong>of</strong> committed credit facilities.<br />

accounting for derivative financial instruments and hedging activities<br />

Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently remeasured<br />

at their fair value. The method <strong>of</strong> recognizing the resulting gain or loss depends on whether the derivative is<br />

designated as a hedging instrument, and if so, the nature <strong>of</strong> the item being hedged. The Group designates derivatives as<br />

fair value hedges, cash flow hedges, hedges <strong>of</strong> net investments in foreign operations and derivatives that do not qualify<br />

for hedge accounting.<br />

Fair value hedge<br />

Changes in the fair value <strong>of</strong> derivatives that are designated and qualify as fair value hedges are recorded in the income<br />

statement, together with any changes in the fair value <strong>of</strong> the hedged asset or liability that are attributable to the hedged<br />

risk.<br />

Cash flow hedge<br />

The effective portion <strong>of</strong> changes in the fair value <strong>of</strong> derivatives that are designated and qualify as cash flow hedges are<br />

recognized in equity. The gain or loss relating to the ineffective portion is recognized immediately in the income statement.<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements<br />

F-89


Amounts accumulated in equity are recorded in the income statement in the periods when the hedged item will affect<br />

the pr<strong>of</strong>it or loss. However, when the forecast transaction that is hedged results in the recognition <strong>of</strong> a non-financial<br />

asset or a liability, the gains and losses previously deferred in equity are transferred from equity and included in the<br />

initial measurement <strong>of</strong> the cost <strong>of</strong> the asset or liability.<br />

When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any<br />

cumulative gain or loss existing in equity at that time remains in equity and is recognized when the forecast transaction is<br />

ultimately recognized in the income statement. When a forecast transaction is no longer expected to occur, the cumulative<br />

gain or loss that was reported in equity is immediately transferred to the income statement.<br />

Hedges <strong>of</strong> net investments in foreign operations<br />

Hedges <strong>of</strong> net investments in foreign operations are accounted for similarly to cash flow hedges. Any gain or loss on the<br />

hedging instrument relating to the effective portion <strong>of</strong> the hedge is recognized in equity; the gain or loss relating to the<br />

ineffective portion is recognized immediately in the income statement.<br />

Gains and losses accumulated in equity are included in the income statement when the foreign operation is disposed <strong>of</strong>.<br />

Derivatives that do not qualify for hedge accounting<br />

Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value <strong>of</strong> any derivative instruments<br />

that do not qualify for hedge accounting are recognized immediately in the income statement.<br />

related parties<br />

A party is related to an entity if the party directly or indirectly controls, is controlled by, or is under common control with<br />

the entity, has an interest in the entity that gives it significant influence over the entity, has joint control over the entity<br />

or is an associate or a joint venture <strong>of</strong> the entity. In addition, members <strong>of</strong> the key management personnel <strong>of</strong> the entity or<br />

close members <strong>of</strong> the family are also considered related parties as well as post employment benefit plans for the benefit<br />

<strong>of</strong> employees <strong>of</strong> the entity. Transactions with related parties are conducted on an arm’s-length basis.<br />

Financial instruments<br />

Financial Instruments comprise all financial assets and financial liabilities. Where the market values <strong>of</strong> the individual<br />

financial assets and liabilities are not disclosed separately, these values approximate to the carrying amounts shown in<br />

the balance sheet.<br />

Government Grants<br />

Government Grants are recognized at fair value where there is reasonable assurance that the grant will be received and<br />

all related conditions will be complied with.<br />

borrowing costs<br />

Borrowing costs are recognized as an expense when incurred, except for the initial transaction costs, which are set-<strong>of</strong>f<br />

from the bank loans and amortized over the period <strong>of</strong> the credit facility.<br />

Critical accounting estimates and assumptions<br />

The preparation <strong>of</strong> financial statements in conformity with IFRS requires the use <strong>of</strong> certain critical accounting estimates.<br />

It also requires management to exercise its judgment in the process <strong>of</strong> applying the Group’s accounting policies. The<br />

Group makes estimates and assumptions concerning the future. The resulting accounting will not necessarily equal the<br />

related actual results. The areas involving a higher degree <strong>of</strong> judgment or complexity, or areas where assumptions and<br />

estimates are significant to the consolidated financial statements are discussed below.<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements<br />

F-90<br />

71


72<br />

Concession rights<br />

Concession rights acquired in a business combination are valued at fair value as at the date <strong>of</strong> acquisition. The useful<br />

lives <strong>of</strong> operating concessions are assessed to be either finite or indefinite based on individual circumstances. The useful<br />

lives <strong>of</strong> operating concessions are reviewed annually to determine whether the indefinite life assessment for those<br />

concessions where it is assumed continues to be sustainable. The Group tests the operating concessions with indefinite<br />

useful lives for impairment. The underlying calculation requires the use <strong>of</strong> estimates.<br />

Brands and Goodwill<br />

The Group tests annually for impairment in accordance with IAS 36. The underlying calculation requires the use <strong>of</strong> estimates.<br />

Post-employment benefit plans<br />

Dufry sponsors pension and other retirement plans in various forms. Several statistical and other factors that attempt<br />

to anticipate future events are used in calculating the expense and liability related to the plans. The actuarial assumptions<br />

used may differ materially from actual results due to changing market and economic conditions, higher or lower<br />

withdrawal rates or shorter or longer life spans <strong>of</strong> participants.<br />

Income taxes<br />

The Group is subject to income taxes in numerous jurisdictions. Significant judgment is required in determining the<br />

worldwide provision for income taxes. There are many transactions and calculations for which the ultimate tax assessment<br />

is uncertain. The Group recognizes liabilities for tax audit issues based on estimates <strong>of</strong> whether additional taxes<br />

will be payable. Where the final tax outcome is different from the amounts that were initially recorded, such differences<br />

will impact the income tax and deferred tax provisions in the period in which such assessment is made.<br />

Deferred tax assets<br />

Deferred tax assets are recognized for all unused tax losses to the extent that it is probable that taxable pr<strong>of</strong>its will be<br />

available against which the losses can be utilized. Significant judgment is required to determine the amount <strong>of</strong> deferred<br />

tax assets that can be recognized, based upon the likely timing and level <strong>of</strong> future taxable pr<strong>of</strong>its together with future tax<br />

planning strategies. Further details are contained in note 19.<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements F-91


notes<br />

1 net sales<br />

Different breakdowns <strong>of</strong> net sales are as follows:<br />

in thousands <strong>of</strong> CHF 2006<br />

2005<br />

net sales by product category<br />

Perfumes and Cosmetics<br />

Wine and Spirits<br />

Watches, Jewelry and Accessories<br />

Confectionery and Food<br />

Tobacco goods<br />

Electronics<br />

Fashion, Leather and Baggage<br />

Literature and Publications<br />

Toys, Souvenirs and other goods<br />

total<br />

net sales by market sector<br />

Duty free<br />

Duty paid<br />

total<br />

net sales by channel<br />

Airports<br />

Cruise liners and seaports<br />

Downtown, hotels and resorts<br />

Railway stations and other<br />

total<br />

2 sellinG exPenses, net<br />

in thousands <strong>of</strong> CHF<br />

Concession fees / rent fees<br />

Credit card commissions<br />

Advertising and commission expenses<br />

Packaging materials<br />

Other selling expenses<br />

selling expenses<br />

Concession / rent income<br />

Commission income<br />

Other selling income<br />

selling income<br />

total<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements F-92<br />

346,852<br />

234,590<br />

224,222<br />

160,656<br />

147,751<br />

104,526<br />

76,958<br />

53,605<br />

54,598<br />

1,403,758<br />

1,154,961<br />

248,797<br />

1,403,758<br />

1,073,852<br />

118,187<br />

120,567<br />

91,152<br />

1,403,758<br />

2006<br />

271,521<br />

15,098<br />

8,470<br />

4,270<br />

3,033<br />

302,392<br />

(4,979)<br />

(3,784)<br />

(7,640)<br />

(16,403)<br />

285,989<br />

203,923<br />

154,724<br />

129,600<br />

114,943<br />

130,229<br />

60,668<br />

46,201<br />

47,879<br />

44,725<br />

932,892<br />

737,954<br />

194,938<br />

932,892<br />

679,235<br />

95,068<br />

98,068<br />

60,521<br />

932,892<br />

2005<br />

168,312<br />

9,434<br />

3,231<br />

3,722<br />

585<br />

185,284<br />

(4,575)<br />

(3,493)<br />

(5,525)<br />

(13,593)<br />

171,691<br />

73


74<br />

3 Personnel exPenses<br />

in thousands <strong>of</strong> CHF<br />

Salaries and wages<br />

Social security expenses<br />

Retirement benefits<br />

Other personnel expenses<br />

total<br />

number <strong>of</strong> full time equivalents<br />

4 General exPenses, net<br />

in thousands <strong>of</strong> CHF<br />

Premises<br />

Legal, consulting and audit fees<br />

Repairs and maintenance<br />

Office and administration<br />

PR and advertising<br />

Travel, car, entertainment and representation<br />

EDP<br />

Taxes, other than income taxes<br />

Insurances<br />

Bank fees<br />

Franchise and management fees expenses<br />

Franchise and management fees income<br />

total<br />

5 dePreCiation and amortization<br />

in thousands <strong>of</strong> CHF<br />

Depreciation <strong>of</strong> property, plant and equipment ( note 15 )<br />

Amortization <strong>of</strong> intangible assets ( note 16 )<br />

total<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements<br />

F-93<br />

2006<br />

135,552<br />

27,081<br />

2,918<br />

13,918<br />

179,469<br />

6,526<br />

2006<br />

26,983<br />

17,081<br />

13,250<br />

13,046<br />

11,034<br />

9,153<br />

7,792<br />

5,742<br />

5,014<br />

2,363<br />

7,418<br />

(463)<br />

118,413<br />

2006<br />

26,159<br />

23,887<br />

50,046<br />

2005<br />

94,751<br />

17,406<br />

1,353<br />

9,704<br />

123,214<br />

4,419<br />

2005<br />

22,482<br />

9,002<br />

8,170<br />

9,700<br />

6,676<br />

6,498<br />

2,983<br />

2,054<br />

3,147<br />

1,928<br />

5,584<br />

(1,059)<br />

77,165<br />

2005<br />

17,135<br />

6,530<br />

23,665


6 other oPerational exPenses<br />

in thousands <strong>of</strong> CHF<br />

Start up expenses1 Costs <strong>of</strong> closing shops or locations2 Costs <strong>of</strong> assets lost during the hurricanes3 Losses on sale <strong>of</strong> non-current assets<br />

Bad debt, loans allowances and write <strong>of</strong>fs<br />

Consulting expenses related to special projects<br />

Expenses for provisions<br />

Other<br />

total<br />

7 other oPerational inCome<br />

in thousands <strong>of</strong> CHF<br />

Net gain on sale <strong>of</strong> investments1 Insurance refunds2 Release <strong>of</strong> provisions3 Release <strong>of</strong> special project costs<br />

Gain on sale <strong>of</strong> non-current assets<br />

Other<br />

total<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements<br />

2006<br />

3,016<br />

3,202<br />

4,797<br />

1,612<br />

2,612<br />

1,714<br />

584<br />

4,326<br />

21,863<br />

1 The start-up expenses relate to companies founded this year in Belgrade, Grand Turk and Hong Kong (CHF 2.7 million).<br />

2 These costs were incurred to close the shops in Rome (CHF 0.7 million) and in Marseille (CHF 1.3 million), and to abort the project in<br />

Kazakhstan (CHF 0.4 million).<br />

3 The damages <strong>of</strong> the hurricane Wilma in the Mexican subsidiaries are covered by the property insurance (see also note 7).<br />

2006<br />

65,198<br />

7,859<br />

4,968<br />

797<br />

301<br />

1,489<br />

80,612<br />

1 The gain on sale <strong>of</strong> investments was realized through the Initial Public Offering <strong>of</strong> Dufry South America and the proportional realized pr<strong>of</strong>it on the<br />

transfer <strong>of</strong> Flagship Retail Services Inc (for further details refer to note 31).<br />

2005<br />

1,302<br />

–<br />

2,160<br />

1,761<br />

678<br />

778<br />

6,679<br />

2 Insurance compensation is for assets lost in Mexico during the hurricane Wilma. On October 20, 2005, the hurricane Wilma lasted several days over the<br />

peninsula <strong>of</strong> Yucatan, Mexico causing severe damages to this tourist destination. Not only our shops located at the airport, seaport and down town<br />

malls were affected, but the public infrastructure as well. The tourist and commercial activity was interrupted for many months and has been<br />

recovering only slowly.<br />

During 2006, Dufry has refurbished and opened again its shops, the first one in July 2006, whereas the shops at Cancun International Airport,<br />

Charter Terminal, and the ones at the seaport Punta Langosta, Cozumel have been opened together with the respective infrastructure only in December<br />

2006. The shops on the pier <strong>of</strong> Puerta Maya are still under construction. Most <strong>of</strong> the losses incurred by Dufry during this natural disaster have been<br />

covered through the insurance company. The inventory damages had no impact on the net income. The damages on property, plant and equipment<br />

generated a write-<strong>of</strong>f which has been compensated by the insurance company at replacement value. The write-<strong>of</strong>f <strong>of</strong> the book values has been<br />

presented as other operational expenses and the compensation <strong>of</strong> the insurance as other operational income.<br />

During the period <strong>of</strong> business interruption Dufry had a shortage in revenues and had operating expenses, the consequences <strong>of</strong> which are covered by the<br />

insurance. This insurance income has been reflected as other selling income amounting to CHF 6.3 million (2005: CHF 0.9 million).<br />

3 This income mainly relates to: a) the release <strong>of</strong> the provision made by Dufry Houston in relation to a claim to pay a minimum annual guarantee <strong>of</strong> the<br />

current concession (CHF 1.6 million), b) the reversal <strong>of</strong> the remaining provision not used for the restructuring <strong>of</strong> Dufry Ivory Coast (CHF 1.0 million),<br />

c) the release <strong>of</strong> the provision for a dispute regarding procurement commissions in connection with our subsidiary in the Ivory Coast after the part used<br />

(CHF 1.0 million), and d) the release <strong>of</strong> the provision for the dispute with the insurance company regarding damages in our operations in Aruba, as it<br />

could be successfully settled (CHF 0.4 million).<br />

F-94<br />

2005<br />

2,710<br />

–<br />

–<br />

–<br />

1,031<br />

4,773<br />

2,206<br />

964<br />

11,684<br />

75


76<br />

8 inCome From assoCiates<br />

Income from associates includes the share <strong>of</strong> pr<strong>of</strong>its <strong>of</strong> Galaco SA accounted for under the equity method which has<br />

been disposed <strong>of</strong> in 2005.<br />

in thousands <strong>of</strong> CHF 2006<br />

2005<br />

Galaco SA, Spain<br />

–<br />

398<br />

9 FinanCial inCome ( exPenses )<br />

in thousands <strong>of</strong> CHF<br />

Interest expenses<br />

Interest income<br />

Foreign exchange gain, net<br />

total<br />

10 inCome taxes<br />

in thousands <strong>of</strong> CHF<br />

Consolidated earnings before income tax ( ebt )<br />

Expected tax rate in %<br />

Tax at the expected rate<br />

Income not subject to income tax<br />

Tax effect <strong>of</strong> different tax rates in other countries / regimes<br />

Non-deductible expenses (income)<br />

Effect <strong>of</strong> changes with regard to the recognition <strong>of</strong> tax loss carry-forwards<br />

Non-recoverable withholding taxes<br />

Effect <strong>of</strong> prior year adjustments<br />

Other effects<br />

total<br />

Current income taxes<br />

Deferred income taxes<br />

total<br />

The expected tax rate used for 2006 is 26.6% (24.8% in 2005). The increase relates mainly to the effect <strong>of</strong> including in the<br />

average expected tax rate the one <strong>of</strong> the acquired operations in Brazil (34.0%).<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements<br />

2006<br />

(35,735)<br />

2,057<br />

2,939<br />

(30,739)<br />

2006<br />

138,463<br />

26.6%<br />

36,831<br />

(23,163)<br />

(8,359)<br />

611<br />

3,772<br />

5,357<br />

(590)<br />

(576)<br />

13,883<br />

22,342<br />

(8,459)<br />

13,883<br />

2005<br />

(7,852)<br />

554<br />

1,550<br />

(5,748)<br />

In 2006 interest expenses include the yearly allocation <strong>of</strong> credit line commission in the amount <strong>of</strong> CHF 1.1 million, which<br />

has been set-<strong>of</strong>f from bank debt (see note 20).<br />

F-95<br />

2005<br />

66,125<br />

24.8%<br />

16,399<br />

(2,712)<br />

645<br />

(1,009)<br />

(2,799)<br />

–<br />

950<br />

1,965<br />

13,439<br />

16,010<br />

(2,571)<br />

13,439


11 Cash and Cash eqUiValents<br />

in thousands <strong>of</strong> CHF<br />

Cash on hand and cash at bank<br />

Short-term deposits<br />

total<br />

12 trade reCeiVables, net<br />

in thousands <strong>of</strong> CHF<br />

Trade receivables, gross<br />

Bad debt allowances<br />

total<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements<br />

31. 12. 06<br />

8,990<br />

(1,868)<br />

7,122<br />

31. 12. 05<br />

3,456<br />

(1,264)<br />

2,192<br />

Bad debt allowances relate mainly to a doubtful receivable <strong>of</strong> CHF 1.0 million (2005: CHF 1.1 million) from a customer<br />

in the Eurasia region.<br />

13 other aCCoUnts reCeiVable<br />

in thousands <strong>of</strong> CHF<br />

Credit card organizations<br />

Sales tax and other taxes<br />

Refunds from suppliers and concessionaires<br />

Receivables from related parties (note 25)<br />

Insurance refunds (note 7)<br />

Accrued income<br />

Prepayments<br />

Guarantee deposits<br />

Loans receivable<br />

Interest receivables<br />

Other<br />

total<br />

Allowances<br />

total<br />

14 inVentories<br />

in thousands <strong>of</strong> CHF<br />

Inventories gross<br />

Inventory allowances<br />

total<br />

31. 12. 06<br />

99,079<br />

3,311<br />

102,390<br />

Cash and cash equivalents include CHF 3.1 million (2005: CHF 3.4 million) held by subsidiaries operating in countries<br />

with exchange controls or other legal restrictions.<br />

31. 12. 06<br />

21,549<br />

20,604<br />

18,311<br />

6,877<br />

5,813<br />

6,675<br />

4,402<br />

2,886<br />

1,702<br />

831<br />

14,689<br />

104,339<br />

(811)<br />

103,528<br />

31. 12. 06<br />

284,302<br />

(6,573)<br />

277,729<br />

31. 12. 05<br />

5,659<br />

16,868<br />

14,374<br />

4,349<br />

–<br />

6,589<br />

5,625<br />

2,406<br />

1,085<br />

669<br />

9,648<br />

67,272<br />

(800)<br />

66,472<br />

31. 12. 05<br />

204,657<br />

(4,643)<br />

200,014<br />

The higher amount <strong>of</strong> inventories at December 31, 2006, is due to the acquisition <strong>of</strong> Brazil (CHF 60.3 million), Puerto Rico<br />

(CHF 14.4 million) and new operations in Spain, Serbia, Algeria, Turks and Caicos Islands (CHF 11.7 million).<br />

F-96<br />

31. 12. 05<br />

50,767<br />

835<br />

51,602<br />

77


78<br />

15 ProPerty, Plant and eqUiPment<br />

in thousands <strong>of</strong> CHF<br />

at cost<br />

Balance as <strong>of</strong> 01. 01. 05<br />

Acquisition <strong>of</strong> subsidiaries<br />

Additions<br />

Disposals<br />

Currency translation differences<br />

balance as <strong>of</strong> 31. 12. 05<br />

accumulated depreciation<br />

Balance as <strong>of</strong> 01. 01. 05<br />

Acquisition <strong>of</strong> subsidiaries<br />

Additions (note 5)<br />

Disposals<br />

Currency translation differences<br />

balance as <strong>of</strong> 31. 12. 05<br />

at cost<br />

Balance as <strong>of</strong> 01. 01. 06<br />

Acquisition <strong>of</strong> subsidiaries<br />

Additions<br />

Disposals<br />

Currency translation differences<br />

balance as <strong>of</strong> 31. 12. 06<br />

accumulated depreciation<br />

Balance as <strong>of</strong> 01. 01. 06<br />

Additions (note 5)<br />

Disposals<br />

Currency translation differences<br />

balance as <strong>of</strong> 31. 12. 06<br />

Carrying amount as <strong>of</strong> 31. 12. 05<br />

Carrying amount as <strong>of</strong> 31. 12. 06<br />

in thousands <strong>of</strong> CHF<br />

Fire insurance value<br />

1,276<br />

–<br />

–<br />

(8)<br />

166<br />

1,434<br />

690<br />

–<br />

151<br />

–<br />

114<br />

955<br />

1,434<br />

–<br />

–<br />

–<br />

(168)<br />

1,266<br />

955<br />

152<br />

–<br />

(185)<br />

922<br />

479<br />

344<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements<br />

leasehold<br />

FUrnitUre<br />

ComPUter<br />

real estate imProVements<br />

FixtUre<br />

hardware<br />

VehiCles total<br />

F-97<br />

38,158<br />

2,549<br />

15,846<br />

(5,214)<br />

6,331<br />

57,670<br />

25,312<br />

2,834<br />

5,103<br />

(5,208)<br />

4,016<br />

32,057<br />

57,670<br />

10,551<br />

24,166<br />

(6,582)<br />

(2,174)<br />

83,631<br />

32,057<br />

12,097<br />

(3,752)<br />

(1,281)<br />

39,121<br />

25,613<br />

44,510<br />

82,139<br />

1,823<br />

14,115<br />

(24,160)<br />

(1,675)<br />

72,242<br />

61,519<br />

2,061<br />

7,828<br />

(23,050)<br />

(1,602)<br />

46,756<br />

72,242<br />

10,573<br />

21,278<br />

(8,044)<br />

(1,719)<br />

94,330<br />

46,756<br />

9,682<br />

(4,688)<br />

(730)<br />

51,020<br />

25,486<br />

43,310<br />

25,720<br />

1,054<br />

7,930<br />

(3,955)<br />

5,391<br />

36,140<br />

19,576<br />

997<br />

3,453<br />

(3,820)<br />

4,179<br />

24,385<br />

36,140<br />

1,690<br />

4,372<br />

(4,435)<br />

(1,789)<br />

35,978<br />

24,385<br />

3,581<br />

(2,499)<br />

(1,075)<br />

24,392<br />

11,755<br />

11,586<br />

31. 12. 06<br />

176,699<br />

4,594<br />

(82)<br />

861<br />

(1,662)<br />

1,058<br />

4,769<br />

3,250<br />

(4)<br />

600<br />

(1,537)<br />

673<br />

2,982<br />

4,769<br />

315<br />

912<br />

(477)<br />

(136)<br />

5,383<br />

2,982<br />

647<br />

(363)<br />

(85)<br />

3,181<br />

1,787<br />

2,202<br />

151,887<br />

5,344<br />

38,752<br />

(34,999)<br />

11,271<br />

172,255<br />

110,347<br />

5,888<br />

17,135<br />

(33,615)<br />

7,380<br />

107,135<br />

172,255<br />

23,129<br />

50,728<br />

(19,538)<br />

(5,986)<br />

220,588<br />

107,135<br />

26,159<br />

(11,302)<br />

(3,356)<br />

118,636<br />

65,120<br />

101,952<br />

31. 12. 05<br />

143,235


16 intanGible assets<br />

in thousands <strong>of</strong> CHF<br />

at cost<br />

Balance as <strong>of</strong> 01. 01. 05<br />

Additions 1<br />

Disposals<br />

Currency translation differences<br />

balance as <strong>of</strong> 31. 12. 05<br />

accumulated amortization and<br />

impairment losses<br />

Balance as <strong>of</strong> 01. 01. 05<br />

Additions (note 5)<br />

Disposals<br />

Currency translation differences<br />

balance as <strong>of</strong> 31. 12. 05<br />

at cost<br />

Balance as <strong>of</strong> 01. 01. 06<br />

Acquisition <strong>of</strong> subsidiaries<br />

Additions<br />

Disposals<br />

Currency translation differences<br />

balance as <strong>of</strong> 31. 12. 06<br />

accumulated amortization and<br />

impairment losses<br />

Balance as <strong>of</strong> 01. 01. 06<br />

Additions (note 5)<br />

Disposals<br />

Currency translation differences<br />

balance as <strong>of</strong> 31. 12. 06<br />

Carrying amount as <strong>of</strong> 31. 12. 05<br />

Carrying amount as <strong>of</strong> 31. 12. 06<br />

128,494<br />

–<br />

–<br />

10,683<br />

139,177<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements<br />

ConCession riGhts<br />

indeFinite liVes Finite liVes<br />

brands<br />

Goodwill<br />

other total<br />

–<br />

–<br />

–<br />

–<br />

–<br />

139,177<br />

–<br />

–<br />

–<br />

390<br />

139,567<br />

–<br />

–<br />

–<br />

–<br />

–<br />

139,177<br />

139,567<br />

49,885<br />

75,795<br />

(2,787)<br />

5,236<br />

128,129<br />

3,981<br />

6,412<br />

(2,489)<br />

1,463<br />

9,367<br />

128,129<br />

529,796<br />

1,352<br />

(521)<br />

(26,129)<br />

632,627<br />

9,367<br />

22,464<br />

(333)<br />

(3,141)<br />

28,357<br />

118,762<br />

604,270<br />

38,049<br />

–<br />

–<br />

–<br />

38,049<br />

–<br />

–<br />

–<br />

–<br />

–<br />

38,049<br />

–<br />

–<br />

–<br />

–<br />

38,049<br />

–<br />

–<br />

–<br />

–<br />

–<br />

38,049<br />

38,049<br />

43,714<br />

78,547<br />

–<br />

1,801<br />

124,062<br />

–<br />

–<br />

–<br />

–<br />

–<br />

124,062<br />

320,610<br />

–<br />

(84,163)<br />

(10,914)<br />

349,595<br />

–<br />

–<br />

–<br />

–<br />

–<br />

124,062<br />

349,595<br />

–<br />

2,437<br />

–<br />

2<br />

2,439<br />

–<br />

118<br />

–<br />

–<br />

118<br />

2,439<br />

543<br />

10,185<br />

(1,078)<br />

844<br />

12,933<br />

118<br />

1,423<br />

(684)<br />

487<br />

1,344<br />

2,321<br />

11,589<br />

1 The concession rights <strong>of</strong> Young Caribbean Distributors Ltd. (CHF 17.9 million) have been reclassified from goodwill after the performance <strong>of</strong> the<br />

corresponding final purchase price allocation calculation.<br />

F-98<br />

260,142<br />

156,779<br />

(2,787)<br />

17,722<br />

431,856<br />

3,981<br />

6,530<br />

(2,489)<br />

1,463<br />

9,485<br />

431,856<br />

850,949<br />

11,537<br />

85,762<br />

(35,809)<br />

1,172,771<br />

9,485<br />

23,887<br />

(1,017)<br />

(2,654)<br />

29,701<br />

422,371<br />

1,143,070<br />

79


80<br />

Concession rights<br />

The increase <strong>of</strong> concession rights with finite life from acquisition <strong>of</strong> subsidiaries is generated by the following subsidiaries:<br />

in thousands <strong>of</strong> CHF<br />

Dufry do Brasil DFS Ltda.<br />

Alliance Duty Free Inc, Puerto Rico<br />

total<br />

Goodwill<br />

The increase <strong>of</strong> goodwill from acquisition <strong>of</strong> subsidiaries is generated by the following subsidiaries:<br />

in thousands <strong>of</strong> CHF<br />

Dufry do Brasil DFS Ltda. and Eurotrade Ltd. (note 30)<br />

Partial disposal <strong>of</strong> Dufry South America Ltd.<br />

Alliance Duty Free Inc, Puerto Rico<br />

Duty Free Caribbean (Holding) Ltd, Barbados<br />

total<br />

impairment testing<br />

Concession rights with indefinite useful lives, brands and goodwill are tested for impairment each year. Concession<br />

rights with finite useful lives are tested for impairment whenever events or circumstances indicate that the carrying<br />

amount may not be recoverable.<br />

impairment test <strong>of</strong> goodwill<br />

For the purpose <strong>of</strong> impairment testing, goodwill acquired through business combinations has been allocated to the<br />

following five categories <strong>of</strong> cash generating units (CGUs), which are also the reportable segments that are expected to<br />

benefit from the synergies <strong>of</strong> the business combination:<br />

in thousands <strong>of</strong> CHF<br />

Europe<br />

Africa<br />

Eurasia<br />

North America & Caribbean<br />

South America<br />

total CarryinG amoUnt<br />

The recoverable amounts <strong>of</strong> goodwill for each <strong>of</strong> the above group <strong>of</strong> CGUs have been determined based on value-in-use<br />

calculations. These calculations use cash flow projections on business plans approved by senior management covering<br />

a five-year period, and a discount rate, which represents the weighted average cost <strong>of</strong> capital (WACC) adjusted for<br />

regional specific risks.<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements<br />

F-99<br />

31. 12. 06<br />

15,915<br />

31,026<br />

24,835<br />

74,440<br />

203,379<br />

349,595<br />

366,109<br />

163,687<br />

529,796<br />

297,873<br />

(84,163)<br />

13,616<br />

9,121<br />

236,447<br />

31. 12. 05<br />

15,915<br />

31,026<br />

24,835<br />

52,286<br />

n.a.<br />

124,062


Cash flows beyond that five-year period have been extrapolated using a steady growth rate that does not exceed the longterm<br />

average growth rate for the respective markets in which these legal entities operate. The basis used to determine<br />

the value assigned to the budgeted net sales, which determines the free cash flow used in the discounted cash flow<br />

model, is the actual net sales achieved in the year 2006 and the budget 2007, increased thereafter for expected market<br />

growth.<br />

The following are the key assumptions used for determining the recoverable amounts for each <strong>of</strong> the above group <strong>of</strong><br />

CGUs as <strong>of</strong> December 31, 2006:<br />

in %<br />

Europe<br />

Africa<br />

Eurasia<br />

North America & Caribbean<br />

South America<br />

Management believes that any reasonably possible change in the key assumptions on which the recoverable amounts<br />

are based would not cause its carrying amount to exceed its recoverable amount.<br />

impairment test <strong>of</strong> intangible assets with indefinite useful lives (concession rights and brands)<br />

Concession rights with indefinite useful lives<br />

For the purpose <strong>of</strong> impairment testing, concession rights with indefinite useful lives are allocated to the respective CGUs<br />

to which it relates. The following table indicates the allocation <strong>of</strong> the concession rights with indefinite useful lives to the<br />

group <strong>of</strong> CGUs that are also the Company’s reportable segments:<br />

in thousands <strong>of</strong> CHF<br />

Europe<br />

Africa<br />

Eurasia<br />

North America & Caribbean<br />

South America<br />

total CarryinG amoUnt<br />

2006<br />

7.1 %<br />

8.8 %<br />

8.8 %<br />

9.1 %<br />

10.0 %<br />

Each <strong>of</strong> the above reportable segments represents a group <strong>of</strong> CGUs for the group, for example, the region Europe includes<br />

operating concessions in the European region, for which concession rights have been allocated and valued by the<br />

Company. Each concession represents the cash generating unit for the company, for the purpose <strong>of</strong> testing the concession<br />

rights with indefinite lives for impairment.<br />

The recoverable amounts for each <strong>of</strong> the CGUs have been determined based on value-in-use calculations. These calculations<br />

use cash flow projections on business plans approved by senior management covering a five-year period and a<br />

discount rate, which represents the weighted average cost <strong>of</strong> capital (WACC), adjusted for country specific risks. Cash<br />

flows beyond that five-year period have been extrapolated using a steady growth rate that does not exceed the long-term<br />

average growth rate for the respective markets in which these legal entities operate. The basis used to determine the<br />

value assigned to the budgeted net sales, which determines the free cash flow used in the discounted cash flow model,<br />

is the actual net sales achieved in the year immediately before the budgeted year, increased for expected efficiency<br />

improvements.<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements<br />

Post tax disCoUnt rates<br />

2005<br />

5.7 %<br />

6.6 %<br />

6.2 %<br />

6.1 %<br />

n.a.<br />

F-100<br />

Pre-tax disCoUnt rates<br />

2006<br />

12.1 %<br />

9.4 %<br />

10.6 %<br />

10.9 %<br />

13.9 %<br />

2005<br />

8.5 %<br />

6.7 %<br />

7.5 %<br />

8.5 %<br />

n.a.<br />

3.0 – 4.0 %<br />

3.0 – 4.0 %<br />

3.0 – 4.0 %<br />

5.0 – 9.0 %<br />

13.0–23.0 %<br />

31. 12. 06<br />

79,341<br />

673<br />

15,893<br />

43,660<br />

–<br />

139,567<br />

Growth rates For<br />

extraPolatinG Cash Flows<br />

2006<br />

2005<br />

3.0 %<br />

3.0 %<br />

3.0 %<br />

3.0 %<br />

n.a.<br />

31. 12. 05<br />

76,754<br />

675<br />

17,104<br />

44,644<br />

n.a.<br />

139,177<br />

81


82<br />

The following are the key assumptions used for determining the recoverable amounts for each <strong>of</strong> the above group <strong>of</strong> CGUs:<br />

in %<br />

Europe<br />

Africa<br />

Eurasia<br />

North America & Caribbean<br />

South America<br />

1 Depending on the country in which the concession operates.<br />

2006<br />

7.3 %<br />

8.4 %<br />

8.9 %<br />

8.9 %<br />

–<br />

Management believes that any reasonably possible change in the key assumptions on which the recoverable amounts<br />

are based would not cause its carrying amount to exceed its recoverable amount.<br />

For Dufry Mexico in the North America and Caribbean region, there are reasonably possible changes in key assumptions<br />

which could cause the carrying amount <strong>of</strong> the unit to exceed its recoverable amount. The actual recoverable amount<br />

for Dufry Mexico exceeds its carrying amount by USD 5.8 million (2005: USD 1.9 million). The implications <strong>of</strong> the key<br />

assumptions on the recoverable amount are due to the increase on sales. Management has considered the possibility<br />

<strong>of</strong> lower than budgeted increases <strong>of</strong> sales. This may occur if anticipated passenger flows decreases resulting in a decreased<br />

demand which cannot be <strong>of</strong>fset by a higher market share. Should the Group be unable to keep the growth path<br />

or increase the margin on the sold products so would a reduction <strong>of</strong> one percentage point reduce the carrying value by<br />

USD 0.5 million.<br />

Brands<br />

For the purpose <strong>of</strong> impairment testing, the Dufry brand is not allocated to any specific CGUs or group <strong>of</strong> CGUs but is<br />

assessed at the Group level. Management believes that the synergies from the brands are corporate in nature and to<br />

allocate the carrying value to CGUs or group <strong>of</strong> CGUs will not reflect economic reality.<br />

The recoverable amount is determined based on the Relief from Royalty method that considers a steady royalty stream <strong>of</strong><br />

0.3% post tax <strong>of</strong> the net sales projected by the Company. The net sales projections cover a period <strong>of</strong> five years with a year<br />

on year growth rate <strong>of</strong> 12.4%. This growth rate does not exceed the long-term average growth rate for the Dufry Group.<br />

The discount rate <strong>of</strong> 6.5% represents the weighted average cost <strong>of</strong> capital (WACC) at the Group level.<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements<br />

Post tax disCoUnt rates 1<br />

F-101<br />

2005<br />

6.8 %<br />

7.4 %<br />

8.6 %<br />

5.7 %<br />

n.a.<br />

Pre-tax disCoUnt rates 1<br />

2006<br />

11.0 %<br />

9.8 %<br />

8.9 %<br />

11.5 %<br />

–<br />

2005<br />

10.8 %<br />

8.7 %<br />

8.6 %<br />

8.1 %<br />

n.a.<br />

Growth rates For<br />

extraPolatinG Cash Flows<br />

2006<br />

2005<br />

2.0 – 4.0 %<br />

2.0 – 4.0 %<br />

2.0 – 4.0 %<br />

5.0 – 9.0 %<br />

–<br />

1.5 % – 2.0 %<br />

2.0 %<br />

2.0 %<br />

3.0 %<br />

n.a.


17 ChanGes in PartiCiPation oF minority interests<br />

in thousands <strong>of</strong> CHF<br />

acquisition<br />

Acquisition <strong>of</strong> 10% <strong>of</strong> Duty Free Caribbean Group (note 30)<br />

Put option to acquire 20% <strong>of</strong> Duty Free Caribbean Group (note 30)<br />

Increase participation minorities in Dufry South America (note 30 and 31)<br />

Other acquisitions<br />

total<br />

18 other non-CUrrent assets<br />

in thousands <strong>of</strong> CHF<br />

Capital advances1 Other advances2 Guarantee deposits<br />

Loans receivable<br />

Other<br />

total<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements<br />

31.12.06<br />

7,048<br />

5,823<br />

6,209<br />

1,445<br />

23<br />

20,548<br />

2006<br />

2,070<br />

(12,843)<br />

121,198<br />

(152)<br />

110,273<br />

31.12.05<br />

1,855<br />

344<br />

6,268<br />

400<br />

79<br />

8,946<br />

1 The capital advances are for projects in about 10 locations for shop fittings under construction, <strong>of</strong> which the main ones are located in the airports <strong>of</strong><br />

Moscow (CHF 3.4 million) and Hong Kong (CHF 1.0 million).<br />

2 Other advances comprise long-term judicial deposits (CHF 1.4 million) and concession fees paid in advance relating to the financial periods after 2007<br />

(CHF 2.5 million).<br />

19 deFerred tax assets and liabilities<br />

Certain subsidiaries have tax losses, which according to their local tax legislation allows in future to recognize a tax<br />

credit. The use <strong>of</strong> this tax benefit can be limited in time (expiration) or by the possibility <strong>of</strong> the respective company to<br />

generate enough taxable pr<strong>of</strong>its. In these cases a valuation allowance has been deducted.<br />

Deferred tax assets relating to tax loss carry-forwards and temporary differences are recognized when it is probable that<br />

such tax losses can be utilized in the future.<br />

in thousands <strong>of</strong> CHF<br />

tax loss carry-forwards by expiry date<br />

Expiring within 1 to 3 years<br />

Expiring within 4 to 7 years<br />

Expiring over 7 years<br />

total<br />

Potential tax relief<br />

Valuation allowances<br />

Tax loss carry-forwards recognized in the balance sheet<br />

F-102<br />

31. 12. 06<br />

1,498<br />

12,043<br />

45,592<br />

59,133<br />

18,203<br />

(11,472)<br />

6,731<br />

31. 12. 05<br />

4,890<br />

8,570<br />

19,542<br />

33,002<br />

8,802<br />

(6,249)<br />

2,553<br />

83


84<br />

in thousands <strong>of</strong> CHF<br />

deferred tax assets<br />

Balance as <strong>of</strong> January 1<br />

Additions<br />

balance as <strong>of</strong> december 31<br />

in thousands <strong>of</strong> CHF<br />

Tax loss carry-forwards<br />

Inventories<br />

Other accounts receivable<br />

Property, plant and equipment<br />

Intangible assets<br />

Investments<br />

Other tax credits<br />

Other accounts payable<br />

balance as <strong>of</strong> december 31<br />

in thousands <strong>of</strong> CHF<br />

deferred tax liabilities<br />

Balance as <strong>of</strong> January 1<br />

Additions<br />

balance as <strong>of</strong> december 31<br />

in thousands <strong>of</strong> CHF<br />

Inventories<br />

Other accounts receivable<br />

Property, plant and equipment<br />

Intangible assets<br />

Other accounts payable<br />

balance as <strong>of</strong> december 31<br />

2006<br />

42,760<br />

123,148<br />

165,908<br />

2005<br />

39,246<br />

3,514<br />

42,760<br />

The increase <strong>of</strong> the deferred tax liabilities is due to the purchase price allocation <strong>of</strong> the new acquisitions in Brazil<br />

(CHF 113.1 million) and Puerto Rico (CHF 11.6 million).<br />

Temporary differences associated with investments in subsidiaries, associates or joint ventures, for which deferred tax<br />

liabilities have not been recognized, aggregate to CHF 7.2 million (2005: CHF 44.7 million).<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements<br />

F-103<br />

2006<br />

7,660<br />

7,834<br />

15,494<br />

2006<br />

6,731<br />

(1,724)<br />

(609)<br />

3,261<br />

3,925<br />

82<br />

1,041<br />

2,787<br />

15,494<br />

2006<br />

886<br />

347<br />

1,246<br />

163,307<br />

122<br />

165,908<br />

2005<br />

3,071<br />

4,589<br />

7,660<br />

2005<br />

2,553<br />

(122)<br />

1,869<br />

1,649<br />

(199)<br />

(585)<br />

645<br />

1,850<br />

7,660<br />

2005<br />

3,551<br />

(79)<br />

(176)<br />

38,798<br />

666<br />

42,760


20 bank debt<br />

in thousands <strong>of</strong> CHF<br />

US Dollars account<br />

Swiss Francs account<br />

Euros account<br />

Other currencies account<br />

total<br />

Accrued bank transaction costs<br />

total<br />

Bank debt, short-term<br />

Bank debt, long term<br />

total<br />

The Group’s key credit facilities are negotiated and organized centrally, with only minor credit lines at local level. As <strong>of</strong><br />

December 31, 2006, the Group’s main credit facilities were long-term credit facilities <strong>of</strong> approximately CHF 650.0 million.<br />

As <strong>of</strong> December 31, 2006, a total amount <strong>of</strong> CHF 613.2 million was drawn for cash, <strong>of</strong> which CHF 590.0 million was used<br />

under the main credit facilities.<br />

The main credit facilities are committed syndicated facilities, which are coordinated by ING N.V., London Branch, as<br />

the agent, and expire in March 2011. The facilities consist <strong>of</strong> a term loan with a ratchet amortization schedule, and a<br />

revolving credit facility with a bullet repayment at the expiry <strong>of</strong> the contract. Interest in respect <strong>of</strong> any borrowings under<br />

these credit facilities is at a floating rate (EURIBOR or LIBOR) plus spread. These facilities contain customary financial<br />

covenants and conditions.<br />

An amount <strong>of</strong> CHF 21.7 million has been classified as short-term debt and relates mostly to local overdraft facilities.<br />

CHF 585.2 million is classified as long-term debt due to the long-term nature <strong>of</strong> the credit agreements. Accrued bank<br />

transaction costs <strong>of</strong> CHF 6.3 million relating to the structuring <strong>of</strong> the syndicated facilities have been presented net <strong>of</strong><br />

long-term debt.<br />

The weighted average interest rate for the drawn main credit facilities amounting to CHF 590.0 million was 5.9% (2005:<br />

3.5%) at the end <strong>of</strong> the period. CHF 508.5 million <strong>of</strong> these credit lines were drawn in USD with an average interest rate <strong>of</strong><br />

6.4% (2005: CHF 29.0 million at 5.4%), CHF 63.0 million in CHF with an average interest <strong>of</strong> 2.9% (2005: CHF 41.0 million<br />

at 2.1%) and CHF 18.5 million in EUR with an average interest rate <strong>of</strong> 4.6% (2005: nil).<br />

hedge <strong>of</strong> net investments in foreign operations<br />

Included in bank debt at December 31, 2006 is an amount <strong>of</strong> USD 400 million, which has been designated as a hedge<br />

<strong>of</strong> the net investments in Dufry America Investment SA (DAISA) and is being used to hedge the Company’s exposure to<br />

foreign exchange risk on these investments. Gains or losses on the retranslation <strong>of</strong> this borrowing are transferred to<br />

equity to <strong>of</strong>fset any gains or losses on translation <strong>of</strong> the net investments in the subsidiaries.<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements<br />

F-104<br />

31.12. 06<br />

519,146<br />

65,140<br />

28,170<br />

784<br />

613,240<br />

(6,285)<br />

606,955<br />

21,725<br />

585,230<br />

606,955<br />

31.12. 05<br />

34,436<br />

44,700<br />

8,842<br />

–<br />

87,978<br />

–<br />

87,978<br />

86,403<br />

1,575<br />

87,978<br />

85


86<br />

21 other liabilities<br />

in thousands <strong>of</strong> CHF<br />

Concession fee payables<br />

Other service related vendors<br />

Personnel payables<br />

Accruals related to special projects 1<br />

Accrued liabilities<br />

Purchase consideration 2<br />

Sales tax and other taxes<br />

Payables for capital expenditure<br />

Other<br />

total<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements<br />

31. 12. 06<br />

46,946<br />

19,368<br />

27, 736<br />

17,010<br />

11,547<br />

15,366<br />

6,629<br />

3,890<br />

4,688<br />

153,180<br />

31. 12. 05<br />

25,831<br />

16,829<br />

16,674<br />

15,937<br />

6,029<br />

15,<strong>750</strong><br />

5,281<br />

–<br />

6,739<br />

109,070<br />

1 For pr<strong>of</strong>essional services rendered in relation with the Initial Public Offering <strong>of</strong> Dufry South America Ldt and the acquisition <strong>of</strong> the Puerto Rico<br />

companies.<br />

2 This liability includes outstanding purchase considerations for acquisitions <strong>of</strong> Dufry Investment Ltd (CHF 2.6 million) and the liability for the exercise<br />

<strong>of</strong> the put option to acquire 20% <strong>of</strong> Duty Free Caribbean (Holdings) Ltd (CHF 12.8 million) (see note 30).<br />

F-105


22 ProVisions<br />

in thousands <strong>of</strong> CHF<br />

Law suits and duties<br />

Dispute on contracts<br />

Reorganization costs<br />

Other<br />

total<br />

in thousands <strong>of</strong> CHF<br />

Law suits and duties<br />

Dispute on contracts<br />

Reorganization costs<br />

Other<br />

total<br />

balanCe as oF<br />

01. 01. 05<br />

2,854<br />

7,787<br />

4,312<br />

1,041<br />

15,994<br />

balanCe as oF<br />

01. 01. 06<br />

1,271<br />

5,197<br />

3,181<br />

964<br />

10,613<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements<br />

inCreased<br />

71<br />

1,704<br />

1,981<br />

69<br />

3,825<br />

inCreased<br />

Utilised<br />

(1,783)<br />

(4,871)<br />

(1,622)<br />

–<br />

(8,276)<br />

released to<br />

inCome<br />

statement<br />

–<br />

–<br />

(1,532)<br />

(213)<br />

(1,745)<br />

CUrrenCy<br />

eFFeCt<br />

Management believes that its total provisions are adequate based upon currently available information. However, given<br />

the inherent difficulties in estimating liabilities in the below described areas, it cannot be guaranteed, that additional or<br />

lesser costs will be incurred beyond or below the amounts provisioned.<br />

law suits and duties<br />

The provision covers uncertainties related to law suits in respect <strong>of</strong> taxes and duties in approximately ten countries,<br />

whereby the provisions <strong>of</strong> no country exceeds CHF 0.3 million. The increase amounting to CHF 0.3 million relates to new<br />

disputes in respect <strong>of</strong> sales taxes in Algeria. After the closing <strong>of</strong> the shops in France the Group could settle the claim<br />

with the tax authorities, and the subsidiary paid CHF 0.2 million, and the remaining part <strong>of</strong> the provision amounting to<br />

CHF 0.3 million was released.<br />

dispute on contracts<br />

Dufry in Belarus could be requested to pay CHF 0.2 million, based on an agreement for exclusivity rights, which were still<br />

not obtained. The dispute <strong>of</strong> the subsidiary in the Ivory Coast in respect <strong>of</strong> procurement commissions could be reduced<br />

from CHF 1.9 million to CHF 0.1 million after a payment <strong>of</strong> CHF 0.8 due to the renegotiation <strong>of</strong> the former agreement.<br />

The provision <strong>of</strong> CHF 1.6 million <strong>of</strong> the subsidiary in Houston referring to a payment <strong>of</strong> a minimal annual guarantee <strong>of</strong> the<br />

ongoing concession has been released. In the claim held between Dufry Paris and the concessionaire, the judge ruled in<br />

favor <strong>of</strong> the latter, and Dufry Paris paid the requested amount <strong>of</strong> CHF 1.4 million.<br />

reorganization costs<br />

The subsidiary in France used the full provision <strong>of</strong> CHF 0.9 million for closing the shops and the head <strong>of</strong>fice. Dufry’s<br />

management has restructured its operations in the Ivory Coast. After releasing CHF 1.0 million, a provision <strong>of</strong> CHF 0.5<br />

million remains to cover the estimated expenses related to the closure and the loss on disposal <strong>of</strong> assets to be incurred<br />

next year. For the closure <strong>of</strong> the non-pr<strong>of</strong>itable shop in the World Trade Center in Amsterdam the provision <strong>of</strong> CHF 0.5<br />

million was released.<br />

other<br />

The dispute with the insurance company regarding damages in our operations in Aruba could be successfully settled and<br />

the provision <strong>of</strong> CHF 0.4 million could be released. The existing provision amounting to CHF 0.4 million relates to legal<br />

costs in Dufry Tunisia.<br />

337<br />

221<br />

–<br />

6<br />

564<br />

F-106<br />

Utilised<br />

(279)<br />

(1,395)<br />

(1,358)<br />

(32)<br />

(3,064)<br />

released to<br />

inCome<br />

statement<br />

(583)<br />

(3,503)<br />

(1,400)<br />

(572)<br />

(6,058)<br />

129<br />

577<br />

42<br />

67<br />

815<br />

CUrrenCy<br />

eFFeCt<br />

(19)<br />

(88)<br />

36<br />

(9)<br />

(80)<br />

balanCe as oF<br />

31.12.05<br />

1,271<br />

5,197<br />

3,181<br />

964<br />

10,613<br />

balanCe as oF<br />

31.12.06<br />

727<br />

432<br />

459<br />

357<br />

1,975<br />

87


88<br />

23 Post-emPloyment beneFit obliGations<br />

The personnel <strong>of</strong> the Dufry Group are insured against the risk <strong>of</strong> old age and disablement in accordance with the local<br />

laws and regulations. A description <strong>of</strong> the significant retirement benefit plans is as follows:<br />

switzerland<br />

The overall expected rate <strong>of</strong> return on assets is determined based on the market prices prevailing on that date, applicable<br />

to the period over which the obligation is to be settled.<br />

The principal assumptions for the actuarial computation are as follows:<br />

in %<br />

Discount rates<br />

Expected return on plan assets<br />

Future salary increases<br />

Future pension increases<br />

Average retirement age ( in years )<br />

Net pension costs<br />

The net pension costs developed as follows:<br />

in thousands <strong>of</strong> CHF<br />

Current service costs<br />

Interest costs<br />

Expected return on plan assets<br />

Periodic pension costs<br />

Employees’ contribution<br />

net pension costs<br />

employer’s contribution<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements<br />

2006<br />

3.00 %<br />

4.25 %<br />

1.50 %<br />

1.00 %<br />

64<br />

2006<br />

1,259<br />

482<br />

(725)<br />

1,016<br />

(574)<br />

442<br />

893<br />

2005<br />

3.00 %<br />

4.25 %<br />

1.50 %<br />

1.00 %<br />

64<br />

Dufry has a defined benefit pension plan based on the actual salary <strong>of</strong> the employee, covering substantially all <strong>of</strong> its employees<br />

in Switzerland, which requires contributions to be made to a separate legal entity, the administrative fund. These<br />

benefits are unfunded. The following tables summarize the components <strong>of</strong> net benefit expenses recognized in the income<br />

statement and the funded status and amounts recognized in the balance sheet for the plan:<br />

The total <strong>of</strong> the pension costs <strong>of</strong> the Group is included in personnel expenses (retirement benefits). The actual return <strong>of</strong><br />

plan assets is CHF 0.6 million (2005: CHF 1.3 million).<br />

Dufry expects to contribute CHF 1.0 million to its defined benefit pension plans in 2007.<br />

F-107<br />

2005<br />

935<br />

436<br />

(587)<br />

784<br />

(438)<br />

346<br />

674


Funded status<br />

in thousands <strong>of</strong> CHF<br />

Fair value <strong>of</strong> plan assets as <strong>of</strong> January 1<br />

Expected return<br />

Contribution by employer<br />

Contribution by employees<br />

Benefits received / (paid)<br />

expected fair value <strong>of</strong> plan assets as <strong>of</strong> december 31<br />

Actuarial gain / (losses)<br />

Fair value <strong>of</strong> plan assets as <strong>of</strong> december 31<br />

Defined benefit obligation (PBO) as <strong>of</strong> January 1<br />

Current service costs<br />

Interest costs<br />

Benefits received / (paid)<br />

expected defined benefit obligation as <strong>of</strong> december 31<br />

Actuarial losses on obligation<br />

defined benefit obligation (Pbo) as <strong>of</strong> december 31<br />

Funded status<br />

Less unrecognized actuarial gain<br />

net (liability) / net asset in balance sheet<br />

Reconciliation to the balance sheet<br />

The movement in the pension liability is recognized in the balance sheet as follows:<br />

in thousands <strong>of</strong> CHF<br />

Net liability as <strong>of</strong> January 1<br />

Periodic pension costs<br />

Contributions paid<br />

net (liability) / net asset as <strong>of</strong> december 31<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements<br />

2006<br />

17,048<br />

725<br />

893<br />

574<br />

(335)<br />

18,905<br />

(156)<br />

18,749<br />

16,069<br />

1,259<br />

482<br />

(335)<br />

17,475<br />

817<br />

18,292<br />

457<br />

159<br />

298<br />

2006<br />

(153)<br />

(1,016)<br />

1,467<br />

298<br />

2005<br />

13,801<br />

587<br />

674<br />

438<br />

812<br />

16,312<br />

736<br />

17,048<br />

13,407<br />

935<br />

436<br />

812<br />

15,590<br />

479<br />

16,069<br />

The net asset as <strong>of</strong> December 31, 2006, amounting to CHF 0.3 million is reflected in the account other accounts<br />

receivables.<br />

F-108<br />

979<br />

1,132<br />

(153)<br />

2005<br />

(481)<br />

(784)<br />

1,112<br />

(153)<br />

89


90<br />

Amounts for the current and previous period are as follows:<br />

Dufry in thousands Annual Report <strong>of</strong> CHF2006<br />

— Notes to the Consolidated Financial Statements<br />

Defined benefit obligation<br />

Plan assets<br />

Surplus<br />

Experience adjustments on plan liabilities<br />

Experience adjustments on plan assets<br />

italy<br />

In Italy, an unfunded defined benefit plan exists. The social pension contributions owed by the employer are based on<br />

the number <strong>of</strong> years the respective employee worked with the respective Italian subsidiaries. The amount accrued as <strong>of</strong><br />

December 31, 2006, amounted to CHF 9.7 million (2005: CHF 8.7 million). The benefits for the insured Italian employees<br />

have been valued in 2006 using an independent actuarial valuation, based on a discount rate <strong>of</strong> 4.0% (2005: 4.0 %), an<br />

expected increase in salary <strong>of</strong> 3.0 % (2005: 3.0 %) and an inflation rate <strong>of</strong> 1.5% (2005: 1.5 %).<br />

other countries<br />

Further smaller pension plans also exist in other countries. For these plans, a total amount <strong>of</strong> CHF 0.8 million was accrued<br />

as <strong>of</strong> December 31, 2006 (2005: CHF 0.9 million).<br />

Post-employment benefit obligations<br />

Dufry in thousands Annual Report <strong>of</strong> CHF2006<br />

— Notes to the Consolidated Financial Statements<br />

Switzerland<br />

Italy<br />

Other countries<br />

total<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements<br />

2006<br />

18,292<br />

18,749<br />

457<br />

817<br />

(156)<br />

The major categories <strong>of</strong> plan assets as percentages <strong>of</strong> the fair value <strong>of</strong> the total plan assets are as follows:<br />

Dufry in % Annual Report 2006 — Notes to the Consolidated Financial Statements<br />

<strong>Shares</strong><br />

Obligations<br />

Rented properties<br />

Other<br />

total<br />

F-109<br />

2006<br />

26 %<br />

45 %<br />

24 %<br />

5 %<br />

100 %<br />

2006<br />

–<br />

9,704<br />

808<br />

10,512<br />

2005<br />

16,069<br />

17,048<br />

979<br />

479<br />

736<br />

2005<br />

24 %<br />

44 %<br />

24 %<br />

8 %<br />

100 %<br />

2005<br />

153<br />

8,707<br />

844<br />

9,704


24 ContinGent liabilities<br />

Contingent liabilities<br />

The Group enters into long-term agreements with port authorities to guarantee the use <strong>of</strong> concessions rights. Most <strong>of</strong><br />

the concessionaires require a minimum annual guarantee based on sales, passengers or other indicators <strong>of</strong> operational<br />

level. In case <strong>of</strong> early termination Dufry’s subsidiaries can be required to indemnify the port authorities for lost earnings.<br />

The Group or their subsidiaries have granted these warranties regarding the performance <strong>of</strong> certain long-term contracts<br />

directly or through third parties. As per December 31, 2006 no request for fulfillment <strong>of</strong> such contingent liabilities are<br />

pending.<br />

The Group is contingently liable for a remaining amount <strong>of</strong> CHF 2.9 million (2005: CHF 3.2 million) in relation to the purchase<br />

<strong>of</strong> Emerald Distributors Ltd by Duty Free Caribbean (Holdings) Ltd. Under the terms <strong>of</strong> the purchase agreement,<br />

the purchase price was dependent on the consolidated results <strong>of</strong> Duty Free Caribbean Emeralds (St Lucia) Ltd maintaining<br />

a certain level <strong>of</strong> earnings before depreciation, amortization and interest but after taxes. On attaining the level <strong>of</strong><br />

earnings in any one year as per the agreement, an amount <strong>of</strong> CHF 1.5 million (USD 1.2 million) is payable to the vendor<br />

that year. The remaining two payments can become due in any year up to March 31, 2010.<br />

The subsidiary in Houston has a dispute <strong>of</strong> CHF 1.5 million regarding the payment <strong>of</strong> a minimal annual guarantee <strong>of</strong> past<br />

years <strong>of</strong> the current concession.<br />

The court in Naples decided against Dufry Italia SpA in a dispute with the local customs in respect <strong>of</strong> the vendor control<br />

limits. This is the third claim made by the authorities in this regard after the two previous claims were dismissed by the<br />

courts. For this reason, it is deemed unlikely that the claim will be successful.<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements F-110<br />

91


92<br />

25 related Parties and related Party transaCtion<br />

The substantial relationships for the Group are disclosed as follows:<br />

Advent International Corp. as well as entities under their control participated in the common acquisition <strong>of</strong> our business<br />

in Brazil (incl. Eurotrade) at the end <strong>of</strong> March 2006 (see note 30). In December 2006, they sold their participation in Dufry<br />

South America Ltd. on the Initial Public Offering in the Brazilian and Luxembourg stock exchanges. Their share in the<br />

related expenses <strong>of</strong> this Initial Public Offering presents a balance receivable <strong>of</strong> CHF 6.5 million.<br />

Dufry Mexico SA de CV operates shops at Mexico City’s Benito Juarez Airport under agreements with Inmobiliaria<br />

Fumisa, SA de CV. Advent International Corporation, the entity that manages the funds that control the Company’s majority<br />

shareholder, Travel Retail Investments SCA, manages other funds that have a 50% shareholding in Inmobiliaria<br />

Fumisa, SA de CV with the remaining 50% owned by a co-investor. In addition, three <strong>of</strong> the members <strong>of</strong> the Company’s<br />

Board <strong>of</strong> Directors are also directors <strong>of</strong> Inmobiliaria Fumisa, SA de CV. The Mexico City concessions are due to remain<br />

in force until varying dates between 2010 and 2013. Under the agreements, the Company is required to compensate<br />

Inmobiliaria Fumisa, SA de CV through a monthly fixed rental fee. In 2006, total rent paid amounted to CHF 20.1 million<br />

(2005: CHF 7.8 million).<br />

In addition to his employment relationship with the Group, Mr Dante Marro, the Chief Operating Officer for region Europe<br />

and member <strong>of</strong> the Group Executive Committee, acting through GSA Srl Gestione Spazi Attrezzati (GSAS), was granted<br />

rights <strong>of</strong> usufruct over 10% <strong>of</strong> the Company’s shareholding in both its 60% majority owned operating subsidiary Dufrital<br />

SpA and its wholly owned subsidiary Dufry Shop Finance Limited Srl in 2002. The rights <strong>of</strong> usufruct granted to GSAS,<br />

which will expire at the latest on December 31, 2020, permit it to enjoy the benefits <strong>of</strong> share ownership, including the<br />

receipt <strong>of</strong> dividends, even though the shares remain vested in a subsidiary. Upon expiration <strong>of</strong> the rights <strong>of</strong> usufruct,<br />

provided that the total pr<strong>of</strong>its <strong>of</strong> the aforementioned companies shall not have been declared as dividends, GSAS shall<br />

be entitled to receive 65% and 10%, respectively, <strong>of</strong> all withheld pr<strong>of</strong>its accumulated as reserves on the balance sheets<br />

<strong>of</strong> Dufrital SpA and Dufry Shop Finance Limited Srl as at December 31, 2020. In 2006, the amount paid amounted to CHF<br />

0.2 million (2005: CHF 0.2 million).<br />

Further, the former owners <strong>of</strong> the Dufry Travel Retail business have agreed with the Group to assume the obligations<br />

and liabilities with respect to any claims against the Group by Mr Dante Marro arising from certain stock and other rights<br />

claimed by him, which originate prior to the acquisition <strong>of</strong> 75% <strong>of</strong> the Dufry Travel Retail business by Dufry Ltd in March<br />

2004, except for claims relating to his current employment relationship, the aforementioned rights <strong>of</strong> usufruct and any<br />

claims that may arise against the Group as and from March 2004.<br />

In addition to his employment relationship with the Group, Mr José González, the Chief Operating Officer for region North<br />

America & Caribbean and member <strong>of</strong> the Group Executive Committee, owns 26.3% <strong>of</strong> the share capital <strong>of</strong> the subsidiary<br />

Puerto Libre International SA (PLISA). PLISA operates the Group’s concessions at Managua Airport, Nicaragua and its<br />

Nicaraguan border shops.<br />

Pevazi Inc. supplied goods in the amount <strong>of</strong> CHF 0.2 million (2005: CHF 0.1 million). Pevazi Inc. is related to a member<br />

<strong>of</strong> the Board <strong>of</strong> Directors <strong>of</strong> Dufry Ltd.<br />

At the exception <strong>of</strong> Mr Xavier Bouton who received CHF 0.3 million for strategic consulting services provided to the Company<br />

during the year 2006, there are no additional fees or remunerations billed to Dufry Ltd or one <strong>of</strong> its subsidiaries<br />

by members <strong>of</strong> the Board <strong>of</strong> Directors and the Group Executive Committee or parties closely linked to such persons as<br />

defined in the SWX directive.<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements<br />

F-111


Compensations expensed to key management personnel <strong>of</strong> the Group and the regions were made as follows:<br />

in thousands <strong>of</strong> CHF<br />

Short-term employee benefits<br />

Post-employment pension and other benefits<br />

The short-term employee benefits include salaries, variable remuneration and a special bonus for the completion <strong>of</strong><br />

the Initial Public Offering <strong>of</strong> Dufry Ltd in 2005 and for the completion <strong>of</strong> the acquisition <strong>of</strong> the Brazilian business and<br />

Eurotrade and <strong>of</strong> the Initial Public Offering <strong>of</strong> Dufry South America Ltd in 2006.<br />

In addition, the expense related to the Restricted Stock Unit plan for the key management amounts CHF 1.5 million in 2006.<br />

26 PrinCiPal ForeiGn exChanGe rates aPPlied For ValUation and translation<br />

31. 12. 06<br />

31. 12. 05<br />

in CHF aVeraGe rates ClosinG rates aVeraGe rates ClosinG rates<br />

1 USD<br />

1.2536<br />

1.2200<br />

1.2454<br />

1.3125<br />

1 EUR<br />

1.5732<br />

1.6100<br />

1.5484<br />

1.5575<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements<br />

F-112<br />

2006<br />

8,173<br />

549<br />

2005<br />

7,173<br />

496<br />

93


94<br />

27 seGment inFormation<br />

The Group’s risks and returns are predominantly affected by the fact that it operates in different countries. Therefore, the<br />

Group reports segmental information in its financial statements in the same way as it does internally to senior management,<br />

i.e. using geographical areas as its primary segments. There is only one business segment, travel retail.<br />

The geographical segments reported are broken down as follows: Europe (incl. HQ), Africa, Eurasia, North America &<br />

Caribbean and South America.<br />

in thousands <strong>of</strong> CHF<br />

Years ended December 31<br />

Net sales – third parties<br />

Net sales – intercompanies<br />

net sales<br />

Advertising income<br />

turnover<br />

earnings before interest and taxes (ebit)<br />

Income from associates<br />

Financial income (expenses)<br />

Income taxes<br />

net earninGs<br />

Equity holders <strong>of</strong> the parent<br />

Minority interest<br />

Segment assets<br />

Unallocated corporate assets<br />

total assets<br />

Segment liabilities<br />

Unallocated corporate liabilities<br />

total liabilities<br />

Capital expenditure<br />

Depreciation and amortization<br />

Non-cash result other than depreciation<br />

Number <strong>of</strong> full time equivalents (as <strong>of</strong> Dec 31)<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements<br />

eUroPe (inCl. hq) aFriCa eUrasia<br />

2006<br />

370,490<br />

61,566<br />

432,056<br />

13,783<br />

445,839<br />

83,168<br />

386,277<br />

124,571<br />

24,056<br />

8,898<br />

5,896<br />

983<br />

2005<br />

327,513<br />

58,097<br />

385,610<br />

11,469<br />

397,079<br />

21,832<br />

339,911<br />

131,360<br />

18,877<br />

6,532<br />

7,242<br />

995<br />

2006<br />

146,389<br />

–<br />

146,389<br />

94<br />

146,483<br />

14,250<br />

83,768<br />

43,178<br />

7,082<br />

7,083<br />

4,639<br />

734<br />

2005<br />

127,919<br />

–<br />

127,919<br />

138<br />

128,057<br />

10,105<br />

78,397<br />

38,863<br />

3,614<br />

5,994<br />

1,696<br />

667<br />

2006<br />

187,220<br />

–<br />

187,220<br />

1,792<br />

189,012<br />

17,458<br />

Transfer prices between segments are set on an arm’s length basis. Segment revenue, segment expense and segment<br />

result include transfers between segments. Those transfers are eliminated in consolidation.<br />

Due to the change in the composition <strong>of</strong> the segments, prior years’ figures have been restated to make them comparable<br />

with 2006 figures.<br />

F-113<br />

81,506<br />

31,615<br />

6,209<br />

4,288<br />

1,273<br />

787<br />

2005<br />

149,941<br />

63<br />

150,004<br />

1,361<br />

151,365<br />

16,181<br />

76,142<br />

23,343<br />

4,558<br />

3,578<br />

1,884<br />

640


north ameriCa<br />

& Caribbean<br />

2006<br />

328,029<br />

7,739<br />

335,768<br />

4,911<br />

340,679<br />

14,207<br />

525,832<br />

68,893<br />

18,110<br />

10,962<br />

3,151<br />

2,345<br />

2005<br />

280,423<br />

7,940<br />

288,363<br />

3,830<br />

292,193<br />

25,087<br />

287,255<br />

88,109<br />

71,242<br />

7,286<br />

1,404<br />

1,941<br />

soUth ameriCa<br />

2006<br />

371,630<br />

–<br />

371,630<br />

11,992<br />

383,622<br />

40,801<br />

504,767<br />

118,194<br />

6,808<br />

18,815<br />

2,160<br />

1,677<br />

2005<br />

47,096<br />

–<br />

47,096<br />

229<br />

47,325<br />

1,570<br />

23,429<br />

12,787<br />

771<br />

275<br />

520<br />

176<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements<br />

eliminations total<br />

2006<br />

–<br />

(69,305)<br />

(69,305)<br />

(35)<br />

(69,340)<br />

(682)<br />

(196,974)<br />

(57,516)<br />

–<br />

–<br />

–<br />

–<br />

2005<br />

–<br />

(66,100)<br />

(66,100)<br />

(89)<br />

(66,189)<br />

(3,300)<br />

(140,017)<br />

F-114<br />

(58,227)<br />

–<br />

–<br />

–<br />

–<br />

2006<br />

1,403,758<br />

–<br />

1,403,758<br />

32,537<br />

1,436,295<br />

169,202<br />

–<br />

(30,739)<br />

(13,883)<br />

124,580<br />

107,714<br />

16,866<br />

1,385,176<br />

390,302<br />

1,775,478<br />

328,935<br />

791,397<br />

1,120,332<br />

62,265<br />

50,046<br />

17,119<br />

6,526<br />

2005<br />

932,892<br />

–<br />

932,892<br />

16,938<br />

949,830<br />

71,475<br />

398<br />

(5,748)<br />

(13,439)<br />

52,686<br />

41,560<br />

11,126<br />

665,117<br />

165,973<br />

831,090<br />

236,235<br />

148,819<br />

385,054<br />

99,062<br />

23,665<br />

12,746<br />

4,419<br />

95


96<br />

28 earninGs Per share<br />

basic<br />

Basic earnings per share are calculated by dividing the net earnings attributable to equity holders <strong>of</strong> the parent by the<br />

weighted average number <strong>of</strong> shares outstanding during the year. The calculation <strong>of</strong> earnings per share for all periods<br />

presented has been adjusted to include the impact <strong>of</strong> the share split as <strong>of</strong> November 17, 2005 (refer to note 32 for a<br />

detailed description <strong>of</strong> the share split).<br />

in thousands <strong>of</strong> CHF / Quantity<br />

Net earnings attributable to equity holders <strong>of</strong> the parent<br />

Weighted average number <strong>of</strong> ordinary shares outstanding<br />

Basic earnings per share in CHF<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements<br />

2006<br />

107,714<br />

14,063<br />

7.66<br />

2005<br />

41,560<br />

10,454<br />

3.98<br />

diluted<br />

Diluted earnings per share amounts are calculated by dividing the net pr<strong>of</strong>it attributable to ordinary equity holders <strong>of</strong><br />

the parent by the weighted average number <strong>of</strong> ordinary shares outstanding during the year plus the weighted average<br />

number <strong>of</strong> ordinary shares that would be issued on the conversion <strong>of</strong> all the dilutive potential ordinary shares into ordinary<br />

shares.<br />

in thousands <strong>of</strong> CHF / Quantity<br />

Net earnings attributable to equity holders <strong>of</strong> the parent<br />

Weighted average number <strong>of</strong> ordinary shares outstanding<br />

adjusted for the effect <strong>of</strong> dilution<br />

Diluted earnings per share in CHF<br />

2006<br />

107,714<br />

14,163<br />

7.61<br />

2005<br />

41,560<br />

10,454<br />

3.98<br />

dividends paid and proposed<br />

Dufry Ltd has not distributed dividends in 2005. The Board <strong>of</strong> Directors proposes to the Ordinary General Meeting <strong>of</strong><br />

Dufry Ltd the approval <strong>of</strong> a distribution <strong>of</strong> a final dividend for 2006 <strong>of</strong> CHF 1.00 per share. This proposed dividend amounting<br />

to CHF 14,062,500.– has not been recognised as a liability as <strong>of</strong> December 31, 2006.<br />

F-115


29 nUmber oF retail shoP ConCessions<br />

Dufry companies enter into arrangements with airports, seaports, railway stations and other areas to operate shops,<br />

which sell part or the total <strong>of</strong> the product-range mentioned in note 1. Most <strong>of</strong> the concession providers are public or<br />

semi-public owned companies.<br />

Such shop concession arrangements involve the concession providers conveying for the period <strong>of</strong> the concession to Dufry<br />

shops acting as operators the right to sell a predefined assortment <strong>of</strong> products to a traveling public.<br />

The arrangements typically define:<br />

— the duration<br />

— the nature <strong>of</strong> remuneration<br />

— the assortment <strong>of</strong> products to be sold<br />

— the location<br />

They may encompass one or several shops and are awarded in a public tender or in a negotiated deal.<br />

The depreciation <strong>of</strong> the tangible assets in such operations is done over the useful life or the duration <strong>of</strong> the arrangements,<br />

whatever is shorter.<br />

In such cases where the remuneration is defined in form <strong>of</strong> a guaranteed minimum, such arrangement may fulfill the<br />

definition <strong>of</strong> an onerous contract. In such instance, the discounted net future cash flow is assessed and provisioned.<br />

Actually, no concession agreements are provided for.<br />

Dufry Group operates 444 retail shops in 37 countries at year-end. They operate under the following concession schemes<br />

in force in the following years including extension:<br />

total number <strong>of</strong> shops<br />

with concession agreements existing in :<br />

<strong>of</strong> which fixed fees and / or<br />

proportional fees 1<br />

<strong>of</strong> which proportional fees to sales<br />

<strong>of</strong> which fixed fees<br />

444<br />

236<br />

116<br />

92<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements<br />

2006 2007 2008 2009 2010 2011+<br />

1 There are two possible combinations: a) the agreement includes a fixed fee and additionally proportional fees to sales, or b) the higher <strong>of</strong> a fixed fee or<br />

proportional fee.<br />

428<br />

227<br />

114<br />

87<br />

F-116<br />

395<br />

211<br />

109<br />

75<br />

364<br />

186<br />

108<br />

70<br />

303<br />

128<br />

108<br />

67<br />

290<br />

118<br />

106<br />

66<br />

97


98<br />

30 new oPerations<br />

During 2006, Dufry started new operations in Spain, Serbia, Algeria, as well as in the Caribbean Islands <strong>of</strong> Jamaica,<br />

St John and Turks and Caicos Islands and acquired the following companies:<br />

1. minority interests in duty Free Caribbean (holdings) ltd<br />

As <strong>of</strong> February 2, 2006, Dufry acquired 4.6% <strong>of</strong> the voting shares <strong>of</strong> Duty Free Caribbean (Holdings) Ltd (DFC) for a price<br />

<strong>of</strong> USD 5.5 million from the minority shareholders <strong>of</strong> DFC. Dufry also subscribed the sum <strong>of</strong> USD 13.0 million toward the<br />

issuance <strong>of</strong> additional shares <strong>of</strong> DFC. Both transactions resulted in Dufry’s ownership interest to increase from 50% at<br />

the beginning <strong>of</strong> the year to 60% at December 31, 2006. The difference between the book value <strong>of</strong> the additional interest<br />

acquired and the consideration, <strong>of</strong> CHF 9.1 million has been recognized as goodwill.<br />

The minority shareholder has an option up to December 31, 2007 to sell to the stock market 20% <strong>of</strong> the share capital <strong>of</strong><br />

Duty Free Caribbean (Holdings) Ltd or, in the event that the company shall not be publicly traded on December 31, 2007<br />

has an option to sell to the Dufry Group up to 20% <strong>of</strong> the share capital <strong>of</strong> the company for a total price based on a valuation<br />

<strong>of</strong> a multiple <strong>of</strong> earnings before interest, taxes, depreciation and amortization (EBITDA) minus net interest bearing<br />

debt. Dufry Group has recognized CHF 12.8 million as an other liability for the fair value <strong>of</strong> this option in its consolidated<br />

balance sheet as <strong>of</strong> December 31, 2006.<br />

2. acquisition <strong>of</strong> operations in brazil<br />

At the end <strong>of</strong> March 2006, the Group acquired 80% ownership interest in Brasif Duty Free Shop Ltd and subsidiaries (Brasif)<br />

in Brazil as well as Eurotrade Ltd, in Cayman Islands (Eurotrade). Brasif and its subsidiaries are retail companies.<br />

The fair value <strong>of</strong> the identifiable assets and liabilities <strong>of</strong> the acquired companies as at the date <strong>of</strong> acquisition and the<br />

resulting goodwill were determined as follows:<br />

in thousands <strong>of</strong> USD<br />

Cash and cash equivalents<br />

Other accounts receivable<br />

Inventories<br />

Other assets<br />

Concession rights<br />

Non-current assets<br />

assets<br />

Trade payables<br />

Financial debt<br />

Other accounts payable<br />

Deferred tax liabilities<br />

Minority interest<br />

Equity<br />

liabilities and eqUity<br />

Fair value <strong>of</strong> net assets<br />

Dufry’s share in the net assets<br />

Goodwill arising on acquisition<br />

total aCqUisition Costs<br />

in thousands <strong>of</strong> CHF<br />

Goodwill<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements<br />

F-117<br />

Fair ValUe<br />

6,266<br />

24,573<br />

37,749<br />

408<br />

284,505<br />

19,956<br />

373,457<br />

31,255<br />

2,812<br />

20,721<br />

96,555<br />

(34)<br />

222,148<br />

373,457<br />

222,148<br />

177,718<br />

231,378<br />

409,096<br />

297,873<br />

CarryinG ValUe<br />

6,266<br />

24,573<br />

37,749<br />

408<br />

1,121<br />

19,354<br />

89,471<br />

31,255<br />

2,812<br />

20,721<br />

–<br />

(34)<br />

34,717<br />

89,471


The acquisition costs for Dufry <strong>of</strong> USD 409.1million comprised a cash payment <strong>of</strong> USD 402.3 million and costs <strong>of</strong> USD 6.8<br />

million directly attributable to the acquisition.<br />

The total purchase price <strong>of</strong> USD 500 million for 100% ownership interest was financed through a structured bank financing<br />

<strong>of</strong> USD 400 million provided by the Dufry Group and a contribution <strong>of</strong> USD 100 million provided by Dufry South<br />

America Investment’s minority shareholder, the funds managed by Advent International Corp. As <strong>of</strong> April 1, 2006, Dufry<br />

obtained the control <strong>of</strong> these newly incorporated companies.<br />

The structured bank financing shall also provide Dufry with additional means for further expansions and growth.<br />

Cash outflow on acquisition<br />

in thousands <strong>of</strong> USD<br />

Net cash acquired with the subsidiary<br />

Cash paid<br />

Acquisition costs<br />

net cash outflow<br />

in thousands <strong>of</strong> CHF<br />

net cash outflow for the 80% acquired<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements<br />

(6,266)<br />

502,896<br />

8,475<br />

505,105<br />

518,752<br />

From the date <strong>of</strong> acquisition, the acquired companies have contributed CHF 301 million to the net sales <strong>of</strong> the Group and<br />

CHF 39 million to the operating pr<strong>of</strong>it <strong>of</strong> the Group. If the combination had taken place at January 1, 2006, the acquired<br />

companies would have contributed CHF 387 million to the net sales <strong>of</strong> the Group and CHF 43 million to the operating<br />

pr<strong>of</strong>it <strong>of</strong> the Group.<br />

The goodwill <strong>of</strong> USD 231.4 million is attributed to the expected synergies and other benefits from combining the assets<br />

and activities <strong>of</strong> the acquired companies with those <strong>of</strong> the Group.<br />

F-118<br />

99


100<br />

3. acquisition <strong>of</strong> operations in Puerto rico<br />

On December 17, 2006, the Group acquired 100% <strong>of</strong> the share capital <strong>of</strong> 8 Caribbean companies, namely Alliance Duty<br />

Free, Inc, ABC Netherlands Inc, P&B Inc domiciled in Puerto Rico, Perfume Palace Inc and the Alexis Corp., domiciled<br />

in St Thomas, DFI Aruba domiciled in Aruba, DFI Bonaire N.V. domiciled in Bonaire and LJB Cosmetics N.V. domiciled in<br />

St Maarten for a total consideration <strong>of</strong> USD 157.0 million. The total purchase price was financed through the proceeds<br />

<strong>of</strong> the Initial Public Offering <strong>of</strong> Dufry South America Ltd.<br />

The acquisition has been accounted for using the purchase method <strong>of</strong> accounting. The fair value <strong>of</strong> the identifiable<br />

assets and liabilities <strong>of</strong> the acquired companies as at the date <strong>of</strong> acquisition and the resulting goodwill were determined<br />

preliminary as follows:<br />

in thousands <strong>of</strong> USD<br />

Cash and cash equivalents<br />

Other accounts receivable<br />

Inventories<br />

Other assets<br />

Concession rights<br />

Non-current assets<br />

assets<br />

Trade payables<br />

Other accounts payable<br />

Deferred tax liabilities<br />

Equity<br />

liabilities and eqUity<br />

Fair value <strong>of</strong> net assets<br />

Goodwill arising on acquisition<br />

total acquisition costs<br />

in thousands <strong>of</strong> CHF<br />

Goodwill<br />

Fair ValUe<br />

8,597<br />

2,133<br />

12,302<br />

522<br />

135,267<br />

3,015<br />

161,836<br />

4,367<br />

1,130<br />

9,469<br />

146,870<br />

161,836<br />

146,870<br />

11,079<br />

157,949<br />

13,616<br />

CarryinG ValUe<br />

8,597<br />

2,133<br />

12,302<br />

522<br />

–<br />

3,015<br />

26,569<br />

4,367<br />

1,130<br />

–<br />

21,072<br />

26,569<br />

The total acquisition costs <strong>of</strong> USD 158 million comprised a cash payment <strong>of</strong> USD 150 million in 2006, the commitment<br />

to pay USD 7.0 million to the former owner over the next seven years (which have been discounted at 11.25% p.a.) and<br />

transaction costs <strong>of</strong> USD 3.0 million attributed to this acquisition.<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements F-119


Cash outflow on acquisition<br />

in thousands <strong>of</strong> USD<br />

Net cash acquired with the subsidiary<br />

Cash paid<br />

Acquisition costs<br />

net cash outflow<br />

in thousands <strong>of</strong> CHF<br />

net cash outflow<br />

aUdited<br />

(8,597)<br />

150,000<br />

3,018<br />

144,421<br />

174,764<br />

From the date <strong>of</strong> acquisition, the acquired companies have contributed CHF 4.5 million to the net sales <strong>of</strong> the Group and<br />

CHF 0.9 million to the operating pr<strong>of</strong>it <strong>of</strong> the Group. If the combination had taken place at January 1, 2006, the acquired<br />

companies would have contributed CHF 103 million to the net sales <strong>of</strong> the Group and CHF 20 million to the operating<br />

pr<strong>of</strong>it <strong>of</strong> the Group.<br />

The goodwill <strong>of</strong> USD 11.1 million is attributed to the expected synergies and other benefits from combining the assets<br />

and activities <strong>of</strong> the acquired companies with those <strong>of</strong> the Group.<br />

On December 4, 2006 Dufry acquired from Corporation DFSA, the minority interest holder <strong>of</strong> Weitnauer Bolivia SA, its<br />

remaining 40% share for a price <strong>of</strong> USD 0.5 million. Dufry South America Ltd is thereafter holding 100% <strong>of</strong> W. Bolivia<br />

SA. The net cash outflow was only <strong>of</strong> USD 0.3 million, since the rest was compensated with advance payments done to<br />

Corporation DFSA in prior years.<br />

acquisition <strong>of</strong> 2005<br />

Purchase <strong>of</strong> the minority share <strong>of</strong> Dufry International Ltd and Dufry Investment Ltd<br />

On July 25, 2005, Dufry acquired the remaining 25% <strong>of</strong> the shares <strong>of</strong> Dufry International Ltd and Dufry Investment Ltd for<br />

a first consideration <strong>of</strong> CHF 90.0 million. On November 14, 2005, Dufry Ltd agreed to pay an additional and final consideration<br />

to the former shareholders in relation to the above mentioned acquisition that brought the total consideration to<br />

CHF 128.0 million. This transaction generated a goodwill <strong>of</strong> CHF 80.2 million in accordance with the parent entity extension<br />

method. In addition, a non-compete agreement was recognized in the amount <strong>of</strong> CHF 1.8 million.<br />

Purchase <strong>of</strong> the subsidiaries <strong>of</strong> Young Caribbean Jewellery Ltd<br />

With effective date October 1, 2005, the Group acquired through the Duty Free Caribbean Group 100% <strong>of</strong> 8 subsidiaries<br />

<strong>of</strong> Young Caribbean Jewellery Company Ltd for a net purchase consideration <strong>of</strong> USD 12.0 million. The majority <strong>of</strong> the<br />

payments to settle the acquisition were due in 2006.<br />

The fair values <strong>of</strong> the assets and liabilities acquired were broken down to the following positions: The assets and liabilities<br />

related mainly to inventories (USD 13.4 million), accounts payable (USD 7.9 million), and loans payable (USD 2.8<br />

million). The net cash position amounted to USD 0.6 million owed to banks as a short-term bank overdraft. The turnover<br />

and net earnings recognized in the consolidated income statement ending December 31, 2005 from the acquired entities<br />

amounts to CHF 10.6 million and CHF 1.1 million respectively. The total <strong>of</strong> all net assets acquired had a fair value <strong>of</strong><br />

USD 2.1 million. As such, the preliminary assessment led to a goodwill recognized to generate synergies between the<br />

acquired and the existing business <strong>of</strong> USD 9.9 million.<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements<br />

F-120<br />

101


102<br />

31 disPosal oF sUbsidiaries and other inFormation<br />

1. disposal <strong>of</strong> duty Free haifa ltd<br />

On July 1, 2006, Dufry International Ltd sold its 60% shares in Duty Free Haifa Ltd for CHF 0.7 million. At the time <strong>of</strong> the<br />

sale the net cash disposed amounted to CHF 0.6 million. The transaction generated a net loss on sale <strong>of</strong> subsidiary <strong>of</strong><br />

CHF 0.5 million.<br />

2. reorganisation <strong>of</strong> dufry south america investments sa, Flagship retail services inc and w. bolivia sa<br />

Dufry Group had 100% ownership interest in Flagship Retail Services Inc. (“Flagship”) and 60% <strong>of</strong> W. Bolivia SA. In preparation<br />

for the Initial Public Offering in Luxembourg and Brazil, Dufry set up a new company called Dufry South America<br />

Ltd, Bermuda (DSA) with 80% ownership interest.<br />

At September 29, 2006, DSA entered into a subscription agreement with Dufry, whereby Dufry subscribed to 2,249,176<br />

new common shares <strong>of</strong> DSA having a par value <strong>of</strong> USD 0.012 per share (resulting in Dufry’s ownership interest increasing<br />

to 80.7%) in exchange <strong>of</strong> the entire ownership interest <strong>of</strong> Flagship, and 80% <strong>of</strong> Dufry South America Investments SA held<br />

by Dufry. As a result <strong>of</strong> this transaction, the group’s ownership interest in Flagship was reduced from 100% to 80.7%,<br />

thereby resulting in a deemed disposal <strong>of</strong> 19.3% ownership interest in Flagship. Dufry’s 60% participation in W. Bolivia<br />

SA was sold at such time for a consideration <strong>of</strong> USD 0.5 million.<br />

Under the parent entity extension method, the Group recognized a gain <strong>of</strong> CHF 4.2 million representing the difference<br />

between the carrying value <strong>of</strong> the additional ownership interest in DSA and 19.3% <strong>of</strong> net assets <strong>of</strong> Flagship, in its consolidated<br />

income statement for the year ended December 31, 2006. Dufry South America Investments SA was brought<br />

into DSA at book values.<br />

3. disposal <strong>of</strong> shares in dufry south america ltd through initial Public <strong>of</strong>fering<br />

On 20 December, 2006, Dufry Group disposed 23.3% <strong>of</strong> its ownership interest in Dufry South America Ltd (DSA) through<br />

an Initial Public Offering in Luxembourg and Brazil at a price <strong>of</strong> USD 12.50 per share. As a result <strong>of</strong> the IPO, the Group’s<br />

ownership interest in DSA was reduced from 80.7% to 57.4%. Under the parent entity extension method, the Group recognized<br />

a gain <strong>of</strong> CHF 61.0 million representing the difference between the net proceeds received and Group’s share <strong>of</strong><br />

identifiable assets and goodwill disposed, in its consolidated income statement for the year ended December 31, 2006.<br />

The net proceeds <strong>of</strong> this transaction have been CHF 227.9 million.<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements<br />

F-121


32 eqUity<br />

outstanding share capital<br />

As <strong>of</strong> January 1, 2005, the share capital was made up <strong>of</strong> 4,500,000 registered shares with a nominal value <strong>of</strong> CHF 10<br />

each. On July 25, 2005, additional 1,500,000 registered shares with a nominal value <strong>of</strong> CHF 10 each were issued. On<br />

November 17, 2005, each share with a nominal value <strong>of</strong> CHF 10 was split into two shares, each with a nominal value <strong>of</strong><br />

CHF 5. On December 5, 2005, for purposes <strong>of</strong> the Initial Public Offering (IPO), additional 2,062,500 shares were issued,<br />

each with a nominal value <strong>of</strong> CHF 5. These transactions led to a share capital <strong>of</strong> CHF 70.3 million with 14,062,500 outstanding<br />

shares, each with a nominal value <strong>of</strong> CHF 5 as <strong>of</strong> December 31, 2005.<br />

The share capital <strong>of</strong> CHF 70.3 million comprises <strong>of</strong> 14,062,500 outstanding shares, each with a nominal value <strong>of</strong> CHF 5<br />

as <strong>of</strong> December 31, 2006.<br />

Proceeds from initial Public <strong>of</strong>fering (iPo)<br />

In December 2005, the Company completed an Initial Public Offering (IPO) <strong>of</strong> 2,062,500 ordinary shares <strong>of</strong>fered at CHF 80<br />

per share. The public <strong>of</strong>fer was fully subscribed and resulted in net proceeds <strong>of</strong> CHF 146.5 million.<br />

authorized and conditional share capital<br />

As per Dufry Ltd’s extraordinary shareholders meeting <strong>of</strong> November 17, 2005, an authorized capital <strong>of</strong> CHF 20.5 million<br />

and a conditional capital in the maximum amount <strong>of</strong> CHF 7.5 million were created. During the Board <strong>of</strong> Directors meeting<br />

from December 5, 2005, it was decided to use CHF 10.3 million <strong>of</strong> the authorized capital and to increase Dufry Ltd’s<br />

share capital by that amount.<br />

At an extraordinary shareholders meeting on November 23, 2006, shareholders approved the Board <strong>of</strong> Directors proposal<br />

to increase the amount <strong>of</strong> the previously existing authorized share capital from CHF 10.2 million to CHF 21.1 million<br />

and to set the duration <strong>of</strong> such authorized capital until November 23, 2008.<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements F-122<br />

103


104<br />

33 eVents aFter the balanCe sheet date<br />

restricted stock Unit Plan (rsU)<br />

In connection with Dufry’s Initial Public Offering dated November 2005 share options are granted to Senior Executives<br />

as <strong>of</strong> January 1, 2006. This share plan grants to the participants a right to receive on January 1, 2008, free <strong>of</strong> charge, up<br />

to approximately 100,000 RSU’s in the aggregate, based upon the <strong>of</strong>fer price per share <strong>of</strong> CHF 80. The rights granted<br />

vested after the first anniversary <strong>of</strong> the grant day, on January 1, 2007, if the share price at the date <strong>of</strong> vesting is higher<br />

than CHF 80.80.<br />

The fair value <strong>of</strong> the options is estimated at the grant date using a binomial pricing model, taking into account the terms<br />

and conditions (risk less interest rate <strong>of</strong> 1.43% and a volatility <strong>of</strong> 40%) upon which the instruments were granted. The<br />

contractual life <strong>of</strong> each option granted is two years. The expected volatility reflects assumptions, that the historical volatility<br />

is indicative <strong>of</strong> future trends, which may also not necessarely be the actual outcome. There are no cash settlement<br />

alternatives. An accrual <strong>of</strong> CHF 2.5 million has been done affecting the reserves account in equity.<br />

In connection with the Dufry South America’s (DSA) Initial Public Offering, the Board <strong>of</strong> Directors <strong>of</strong> DSA approved a<br />

restricted stock option plan for certain members <strong>of</strong> the senior management <strong>of</strong> DSA. The rights granted may vest on the<br />

one-year anniversary <strong>of</strong> this <strong>of</strong>fering provided if the share price as quoted on the Luxembourg stock exchange on the date<br />

<strong>of</strong> the vesting is equal to or higher than 101% <strong>of</strong> our Initial Public Offering price (USD 12.50). The relevant share price for<br />

the purposes <strong>of</strong> vesting shall be the average price per share on the Luxembourg stock exchange for the ten trading days<br />

immediately preceding the potential vesting date. If such average price per share at the respective vesting dates is below<br />

the level <strong>of</strong> 101% <strong>of</strong> the share price at grant, no rights will vest and, as a result, no shares will be allocated. In addition,<br />

following the first anniversary <strong>of</strong> the granted date, the rights may be subject to an additional one-year vesting period.<br />

From an economic point <strong>of</strong> view, the rights under the plan are stock options with an exercise price <strong>of</strong> nil. Stock options<br />

granted under the plan will be forfeited should the plan participant cease to be our employee during the vesting period.<br />

There are no cash settlement alternatives.<br />

over-allotment option (from the iPo <strong>of</strong> dufry south america ltd)<br />

On January 21, 2007 the over-allotment option <strong>of</strong> 4,129,567 shares <strong>of</strong> Dufry South America Ltd, Bermuda granted to the<br />

banks participating in the Initial Public Offering was excercised. The expected effect on the consolidated financial statements<br />

<strong>of</strong> the Group in 2007 is a net income <strong>of</strong> USD 14.7 million.<br />

Dufry Annual Report 2006 — Notes to the Consolidated Financial Statements<br />

F-123


most imPortant aFFiliated<br />

ComPanies<br />

as oF deCember 31, 2006<br />

eUroPe<br />

dufry ltd.<br />

Dufry Investment Ltd.<br />

Dufry International Ltd.<br />

Dufry Travel Retail Ltd.<br />

Dufry Basel-Mulhouse Ltd.<br />

Dufry Samnaun Ltd.<br />

Dufrital SpA<br />

Cid Italia SpA<br />

Dufry Italia Spa<br />

Dufry Shop Finance Ltd. Srl<br />

Dufry Islas Canarias SL<br />

Dufry France SA<br />

Food Village ( Schiphol ) BV<br />

Dufry Hellas Ltd.<br />

aFriCa<br />

Dufry Tunisie SA<br />

Dufry Maroc SARL<br />

Dufry & G. T. D. C. Ltd.<br />

eUrasia<br />

Dufry East OOO<br />

Dufry Sharjah Ltd.<br />

Dufry Singapore Pte Ltd.<br />

Dufry Bel<br />

north ameriCa & Caribbean<br />

Dufry America, Inc.<br />

Dufry America Services, Inc.<br />

Dufry Houston DF & Retail Part.<br />

Dufry Newark Inc.<br />

Dufry New York Retail Partnership<br />

Dufry Mexico SA de CV<br />

Dufry Frontera SA de CV<br />

Dufry Aruba N. V.<br />

Dufry Trinidad Ltd.<br />

Inversiones TUNC, SA<br />

Duty Free Caribbean (Holdings) Ltd.<br />

Duty Free Caribbean Limited<br />

City Associated Enterprises Ltd.<br />

CEI (Barbados) Ltd.<br />

DFC Retail (St Lucia) Ltd.<br />

DFC Emeralds (St Lucia) Ltd.<br />

CEI (St Lucia) Ltd.<br />

CEI (Antigua) Ltd.<br />

soUth ameriCa<br />

Dufry South America Ltd.<br />

Dufry do Brasil DFS Ltda.<br />

Eurotrade Ltd.<br />

Flagship Retail Services Inc.<br />

Dufry Annual Report 2006 — Most important affiliated Companies<br />

loCation<br />

Basel<br />

Basel<br />

Basel<br />

Basel<br />

Basel / Mulhouse<br />

Samnaun<br />

Milan<br />

Milan<br />

Milan<br />

Milan<br />

Canary Islands<br />

Paris<br />

Amsterdam<br />

Athens<br />

Tunis<br />

Casablanca<br />

Accra-North<br />

Moscow<br />

Sharjah<br />

Singapore<br />

Minsk<br />

Miami<br />

Miami<br />

Houston<br />

Newark<br />

New York<br />

Mexico DF<br />

Monterrey<br />

Oranjestad<br />

Port <strong>of</strong> Spain<br />

Santo Domingo<br />

Bridgetown<br />

Bridgetown<br />

Nassau<br />

Bridgetown<br />

Castries<br />

Castries<br />

Castries<br />

St John<br />

Hamilton<br />

Rio de Janeiro<br />

George Town<br />

Charlestown<br />

CoUntry<br />

Switzerland<br />

Switzerland<br />

Switzerland<br />

Switzerland<br />

Switzerland<br />

Switzerland<br />

Italy<br />

Italy<br />

Italy<br />

Italy<br />

Spain<br />

France<br />

Netherlands<br />

Greece<br />

Tunisia<br />

Morocco<br />

Ghana<br />

Russia<br />

U. Arab Emirates<br />

Singapore<br />

Belorussia<br />

USA<br />

USA<br />

USA<br />

USA<br />

USA<br />

Mexico<br />

Mexico<br />

Aruba<br />

Trinidad<br />

Dominican Republic<br />

Barbados<br />

Barbados<br />

Bahamas<br />

Barbados<br />

St Lucia<br />

St Lucia<br />

St Lucia<br />

Antigua<br />

Bermuda<br />

Brazil<br />

Cayman Island<br />

St Kitts & Nevis<br />

F-124<br />

ownershiP<br />

2006<br />

in %<br />

100<br />

100<br />

100<br />

100<br />

100<br />

60<br />

60<br />

100<br />

100<br />

90<br />

100<br />

60<br />

99<br />

100<br />

80<br />

62<br />

100<br />

51<br />

100<br />

70<br />

100<br />

100<br />

75<br />

100<br />

88<br />

100<br />

100<br />

80<br />

60<br />

100<br />

60<br />

60<br />

60<br />

60<br />

60<br />

60<br />

60<br />

60<br />

57<br />

57<br />

57<br />

57<br />

CUrrenCy<br />

CHF<br />

CHF<br />

CHF<br />

CHF<br />

CHF<br />

CHF<br />

EUR<br />

EUR<br />

EUR<br />

EUR<br />

EUR<br />

EUR<br />

EUR<br />

EUR<br />

EUR<br />

MAD<br />

USD<br />

USD<br />

AED<br />

SGD<br />

USD<br />

USD<br />

USD<br />

USD<br />

USD<br />

USD<br />

USD<br />

USD<br />

USD<br />

USD<br />

USD<br />

USD<br />

USD<br />

USD<br />

USD<br />

USD<br />

USD<br />

USD<br />

USD<br />

USD<br />

USD<br />

USD<br />

USD<br />

share CaPital 2006<br />

in thoUsands<br />

70,313<br />

1,000<br />

1,000<br />

5,000<br />

100<br />

100<br />

258<br />

208<br />

251<br />

10<br />

303<br />

1,000<br />

681<br />

147<br />

2,300<br />

2,500<br />

413<br />

712<br />

2,054<br />

13,300<br />

130<br />

5<br />

398<br />

1<br />

1,501<br />

1,208<br />

11,429<br />

4,684<br />

1,000<br />

392<br />

0<br />

27,000<br />

5,000<br />

1,232<br />

1,500<br />

50<br />

7,000<br />

0<br />

1<br />

780<br />

4,146<br />

5,580<br />

0<br />

105


106<br />

To the General Meeting <strong>of</strong><br />

Dufry Ltd, Basel<br />

Basel, April 12, 2007<br />

Report <strong>of</strong> the group auditors<br />

� Ernst & Young Ltd<br />

Assurance & Advisory<br />

Business Services<br />

Aeschengraben 9<br />

P.O. Box<br />

CH-4002 Basel<br />

� Offices in Aarau, Baden, Basel, Berne, Geneva, Lausanne, Lucerne, Lugano, St.Gallen, Zug, Zurich.<br />

Member <strong>of</strong> the Swiss Institute <strong>of</strong> Certified Accountants and Tax Consultants<br />

� Phone +41 58 286 86 86<br />

Fax +41 58 286 86 00<br />

www.ey.com/ch<br />

As group auditors, we have audited the consolidated financial statements (balance sheet, income<br />

statement, cash flow statement, statement <strong>of</strong> changes in equity and notes / pages 54 to 105)<br />

<strong>of</strong> Dufry Ltd for the year ended December 31, 2006. Certain financial statements <strong>of</strong> subsidiaries<br />

have been audited by other auditors.<br />

These consolidated financial statements are the responsibility <strong>of</strong> the board <strong>of</strong> directors. Our<br />

responsibility is to express an opinion on these consolidated financial statements based on<br />

our audit. We confirm that we meet the legal requirements concerning pr<strong>of</strong>essional qualification<br />

and independence.<br />

Our audit was conducted in accordance with Swiss Auditing Standards and with the International<br />

Standards on Auditing (ISA), which require that an audit be planned and performed to<br />

obtain reasonable assurance about whether the consolidated financial statements are free from<br />

material misstatement. We have examined on a test basis evidence supporting the amounts<br />

and disclosures in the consolidated financial statements. We have also assessed the accounting<br />

principles used, significant estimates made and the overall consolidated financial statement<br />

presentation. We believe that our audit provides a reasonable basis for our opinion.<br />

In our opinion, the consolidated financial statements give a true and fair view <strong>of</strong> the financial<br />

position, the results <strong>of</strong> operations and the cash flows in accordance with International Financial<br />

Reporting Standards (IFRS) and comply with Swiss law.<br />

We recommend that the consolidated financial statements submitted to you be approved.<br />

Ernst & Young Ltd<br />

Bruno Chiomento Patrick Fawer<br />

Certified Public Accountant<br />

(in charge <strong>of</strong> the audit)<br />

Swiss Certified Accountant<br />

F-125


(This page has been left blank intentionally.)<br />

F-126


(This page has been left blank intentionally.)<br />

F-127


Dufry <strong>AG</strong>:<br />

Audited Statutory Financial Statements as <strong>of</strong> December 31, 2006.................................................. F-128<br />

Income Statement ...................................................................................................................................... F-129<br />

Balance Sheet............................................................................................................................................. F-130<br />

Notes to the Financial Statements ............................................................................................................ F-131<br />

Appropriation <strong>of</strong> Available Earnings ....................................................................................................... F-131<br />

Report <strong>of</strong> the Statutory Auditors............................................................................................................... F-132<br />

F-128


Financial StatementS DuFry ltD<br />

aS oF December 31, 2006<br />

income Statement<br />

in thousands <strong>of</strong> CHF<br />

Gain from sale <strong>of</strong> investments<br />

Management and franchise fees income<br />

Financial income<br />

total income<br />

Personnel expenses<br />

Amortization<br />

General and administrative expenses<br />

Management and franchise fees expenses<br />

Other expenses<br />

Financial expenses<br />

Taxes<br />

total expenSeS<br />

net earningS<br />

Dufry Annual Report 2006 — Financial Statements Dufry Ltd<br />

F-129<br />

2006<br />

–<br />

5,748<br />

24,361<br />

30,109<br />

2,573<br />

5,548<br />

2,134<br />

741<br />

179<br />

385<br />

192<br />

11,752<br />

18,357<br />

2005<br />

18,200<br />

4,357<br />

213<br />

22,770<br />

1,740<br />

506<br />

817<br />

1,005<br />

671<br />

1,378<br />

181<br />

6,298<br />

16,472<br />

107


108<br />

balance Sheet<br />

aSSetS<br />

in thousands <strong>of</strong> CHF<br />

Cash and cash equivalents<br />

Receivables – intercompanies<br />

Receivables – related parties<br />

Receivables – third parties<br />

Other current assets<br />

current assets<br />

Investments<br />

Property, plant and equipment<br />

Intangible assets<br />

non-current assets<br />

total aSSetS<br />

liabilitieS anD ShareholDerS’ equity<br />

in thousands <strong>of</strong> CHF<br />

Payables – intercompanies<br />

Payables – third parties<br />

Other current liabilities<br />

current liabilities<br />

non-current liabilities<br />

total liabilities<br />

Share capital<br />

Share premium<br />

Legal reserves<br />

Available earnings<br />

Shareholders’ equity<br />

total liabilitieS anD ShareholDerS’ equity<br />

Dufry Annual Report 2006 — Financial Statements Dufry Ltd<br />

F-130<br />

31. 12. 06<br />

11<br />

124,602<br />

734<br />

250<br />

44<br />

125,641<br />

242,397<br />

10<br />

15,802<br />

258,209<br />

383,850<br />

31. 12. 06<br />

1,396<br />

3,801<br />

2,133<br />

7,330<br />

1,220<br />

8,550<br />

70,313<br />

274,987<br />

582<br />

29,418<br />

375,300<br />

383,850<br />

31. 12. 05<br />

3,551<br />

108,300<br />

1,616<br />

21<br />

146<br />

113,634<br />

242,397<br />

–<br />

21,327<br />

263,724<br />

377,358<br />

31. 12. 05<br />

1,822<br />

3,980<br />

10,676<br />

16,478<br />

3,937<br />

20,415<br />

70,313<br />

274,987<br />

–<br />

11,643<br />

356,943<br />

377,358


noteS to the Financial StatementS<br />

SigniFicant inVeStmentS<br />

in thousands <strong>of</strong> CHF<br />

Dufry investment ltd, basel<br />

Book value<br />

Share capital<br />

Ownership ( in % )<br />

Dufry management ltd, basel<br />

Book value<br />

Share capital<br />

Ownership ( in % )<br />

31. 12. 06<br />

242,297<br />

1,000<br />

100 %<br />

100<br />

100<br />

100 %<br />

guarantee commitment regarDing SwiSS Value aDDeD tax (Vat)<br />

Dufry Ltd forms together with Dufry Travel Retail Ltd, Dufry Investment Ltd, Dufry International Ltd, Dufry Samnaun Ltd,<br />

Dufry Basel Mulhouse Ltd, Dufry Emirates Ltd, Dufry Russia Holding Ltd, and Dufry Management Ltd a tax group for<br />

the Swiss Federal Tax Administration - Main Division VAT. As such, Dufry Ltd is jointly and severally liable for the Value<br />

Added Tax owed by the Group.<br />

SigniFicant ShareholDerS’ participation<br />

As <strong>of</strong> December 31, 2006 Travel Retail Investments SCA, Luxembourg owned 53% (2005: 53%), Areas SA, Barcelona,<br />

Spain owned 18% (2005: 18%) and Wellington Management Company LLP, Boston, Massachusetts owned 5.03% <strong>of</strong> the<br />

share capital <strong>of</strong> Dufry Ltd.<br />

authorizeD anD conDitional Share capital<br />

As per Dufry Ltd’s extraordinary shareholders meeting <strong>of</strong> November 17, 2005, an authorized capital <strong>of</strong> CHF 20.5 million<br />

and a conditional capital in the maximum amount <strong>of</strong> CHF 7.5 million were created. During the Board <strong>of</strong> Directors meeting<br />

from December 5, 2005, it was decided to use CHF 10.3 million <strong>of</strong> the authorized capital and to increase Dufry Ltd’s<br />

share capital by that amount.<br />

At an extraordinary shareholders meeting on November 23, 2006, shareholders approved the Board <strong>of</strong> Directors proposal<br />

to increase the amount <strong>of</strong> the previously existing authorized share capital from CHF 10.2 million to CHF 21.1 million<br />

and to set the duration <strong>of</strong> such authorized capital until November 23, 2008.<br />

appropriation oF aVailable earningS<br />

31. 12. 05<br />

242,297<br />

1,000<br />

100%<br />

The Board <strong>of</strong> Directors proposes to the Ordinary General Meeting <strong>of</strong> Dufry Ltd the following appropriation <strong>of</strong> available<br />

earnings:<br />

in thousands <strong>of</strong> CHF<br />

Retained earnings (accumulated losses)<br />

Net earnings for the year<br />

Available earnings as <strong>of</strong> December 31<br />

Transfer to general legal reserves<br />

Dividend proposal<br />

to be carried forward<br />

Dufry Annual Report 2006 — Notes to the Financial Statements Dufry Ltd F-131<br />

2006<br />

11,061<br />

18,357<br />

29,418<br />

(918)<br />

(14,063)<br />

14,437<br />

100<br />

100<br />

100%<br />

2005<br />

(4,829)<br />

16,472<br />

11,643<br />

(582)<br />

–<br />

11,061<br />

109


110<br />

To the General Meeting <strong>of</strong><br />

Dufry Ltd, Basel<br />

Basel, April 12, 2007<br />

Report <strong>of</strong> the statutory auditors<br />

� Ernst & Young Ltd<br />

Assurance & Advisory<br />

Business Services<br />

Aeschengraben 9<br />

P.O. Box<br />

CH-4002 Basel<br />

� Offices in Aarau, Baden, Basel, Berne, Geneva, Lausanne, Lucerne, Lugano, St.Gallen, Zug, Zurich.<br />

Member <strong>of</strong> the Swiss Institute <strong>of</strong> Certified Accountants and Tax Consultants<br />

� Phone +41 58 286 86 86<br />

Fax +41 58 286 86 00<br />

www.ey.com/ch<br />

As statutory auditors, we have audited the accounting records and the financial statements<br />

(balance sheet, income statement and notes / pages 107 to 109) <strong>of</strong> Dufry Ltd for the year ended<br />

December 31, 2006.<br />

These financial statements are the responsibility <strong>of</strong> the board <strong>of</strong> directors. Our responsibility<br />

is to express an opinion on these financial statements based on our audit. We confirm that we<br />

meet the legal requirements concerning pr<strong>of</strong>essional qualification and independence.<br />

Our audit was conducted in accordance with Swiss Auditing Standards, which require that<br />

an audit be planned and performed to obtain reasonable assurance about whether the financial<br />

statements are free from material misstatement. We have examined on a test basis evidence<br />

supporting the amounts and disclosures in the financial statements. We have also assessed<br />

the accounting principles used, significant estimates made and the overall financial statement<br />

presentation. We believe that our audit provides a reasonable basis for our opinion.<br />

In our opinion, the accounting records and financial statements and the proposed appropriation<br />

<strong>of</strong> available earnings comply with Swiss law and the company's articles <strong>of</strong> incorporation.<br />

We recommend that the financial statements submitted to you be approved.<br />

Ernst & Young Ltd<br />

Bruno Chiomento Patrick Fawer<br />

Certified Public Accountant<br />

(in charge <strong>of</strong> the audit)<br />

Swiss Certified Accountant<br />

F-132


(This page has been left blank intentionally.)<br />

F-133


Dufry <strong>AG</strong>:<br />

Audited Consolidated Financial Statements as <strong>of</strong> December 31, 2005 ........................................... F-134<br />

Consolidated Income Statement ............................................................................................................... F-135<br />

Consolidated Balance Sheet...................................................................................................................... F-136<br />

Consolidated Cash Flow Statement.......................................................................................................... F-137<br />

Consolidated Statement <strong>of</strong> Changes in Equity ........................................................................................ F-138<br />

Notes to the Consolidated Financial Statements ..................................................................................... F-139<br />

Most important Group Companies ........................................................................................................... F-178<br />

Report <strong>of</strong> the Group Auditors ................................................................................................................... F-179<br />

F-134


44<br />

Consolidated FinanCial statements<br />

as oF deCember 31, 2005<br />

Consolidated inCome statement<br />

in thousands <strong>of</strong> CHF<br />

Net sales<br />

Advertising income<br />

tUrnoVer<br />

Cost <strong>of</strong> sales<br />

Gross ProFit<br />

Selling expenses, net<br />

Personnel expenses<br />

General expenses, net<br />

Depreciation and amortization<br />

Other operational expenses<br />

Other operational income<br />

earnings before interest and taxes ( ebit )<br />

Income from associates<br />

Financial income (expenses)<br />

earnings before taxes ( ebt )<br />

Income taxes<br />

net earninGs<br />

attributable to<br />

Equity holders <strong>of</strong> the parent<br />

Minority interest<br />

earnings per share attributable to equity holders <strong>of</strong> the parent<br />

Basic and Diluted in CHF<br />

note<br />

1<br />

2<br />

3<br />

4<br />

5<br />

6<br />

7<br />

8<br />

9<br />

10<br />

26<br />

2005<br />

932,892<br />

16,938<br />

949,830<br />

477,615<br />

472,215<br />

171,691<br />

123,214<br />

77,165<br />

23,665<br />

11,684<br />

( 6,679 )<br />

71,475<br />

398<br />

( 5,748 )<br />

66,125<br />

13,439<br />

52,686<br />

41,560<br />

11,126<br />

3.98<br />

2004<br />

722,341<br />

12,171<br />

734,512<br />

381,201<br />

353,311<br />

124,869<br />

93,933<br />

59,505<br />

18,779<br />

23,140<br />

( 10,137 )<br />

43,222<br />

1,630<br />

( 4,794 )<br />

40,058<br />

11,685<br />

28,373<br />

15,113<br />

13,260<br />

Note: The comparative figures for the financial year 2004 only show ten months <strong>of</strong> operations, since the Group acquired<br />

75% <strong>of</strong> the shares <strong>of</strong> Dufry International Ltd on March 1, 2004. Before that date, Dufry Ltd did not have any operations.<br />

Dufry Annual Report 2005 — Consolidated Financial Statements<br />

F-135<br />

1.94


Consolidated balanCe sheet<br />

assets<br />

in thousands <strong>of</strong> CHF<br />

Cash and cash equivalents<br />

Trade receivables, net<br />

Income tax receivables<br />

Other accounts receivable<br />

Inventories<br />

Current assets<br />

Property, plant and equipment<br />

Intangible assets<br />

Investments<br />

Other non-current assets<br />

Deferred tax assets<br />

non-current assets<br />

total assets<br />

liabilities and shareholders’ eqUity<br />

in thousands <strong>of</strong> CHF<br />

Trade payables<br />

Bank debt, short-term<br />

Financial debt, short-term<br />

Income tax payables<br />

Other accounts payable<br />

Provisions, short-term<br />

Current liabilities<br />

Bank debt, long-term<br />

Financial debt, long-term<br />

Other non-current liabilities<br />

Deferred tax liabilities<br />

Post-employment benefits obligation<br />

Provisions, long-term<br />

non-current liabilities<br />

total liabilities<br />

Equity attributable to equity holders <strong>of</strong> the parent<br />

Minority interest<br />

total equity<br />

total liabilities and shareholders’ eqUity<br />

Dufry Annual Report 2005 — Consolidated Financial Statements<br />

F-136<br />

note<br />

11<br />

12<br />

13<br />

14<br />

15<br />

16<br />

17<br />

10<br />

note<br />

18<br />

19<br />

20<br />

18<br />

10<br />

22<br />

20<br />

31. 12. 05<br />

51,602<br />

2,192<br />

6,713<br />

66,472<br />

200,014<br />

326,993<br />

65,120<br />

422,371<br />

79<br />

8,867<br />

7,660<br />

504,097<br />

831,090<br />

31. 12. 05<br />

102,982<br />

86,403<br />

8,629<br />

7,341<br />

109,070<br />

8,939<br />

323,364<br />

1,575<br />

1,968<br />

4,009<br />

42,760<br />

9,704<br />

1,674<br />

61,690<br />

385,054<br />

386,352<br />

59,684<br />

446,036<br />

831,090<br />

31. 12. 04<br />

35,045<br />

2,042<br />

2,704<br />

47,016<br />

138,235<br />

225,042<br />

41,540<br />

256,161<br />

14,066<br />

1,917<br />

3,071<br />

316,755<br />

541,797<br />

31. 12. 04<br />

55,971<br />

73,432<br />

2,740<br />

2,946<br />

82,334<br />

9,384<br />

226,807<br />

28,396<br />

87,774<br />

4,482<br />

39,246<br />

8,961<br />

6,609<br />

175,468<br />

402,275<br />

50,747<br />

88,775<br />

139,522<br />

541,797<br />

45


46<br />

Consolidated Cash Flow statement<br />

in thousands <strong>of</strong> CHF<br />

Earnings before taxes ( EBT )<br />

adjustments for<br />

Depreciation and amortization<br />

Decrease (increase) in allowances, deferred taxes and provisions<br />

Equity consolidated income<br />

Loss (gain) on sales <strong>of</strong> property, plant and equipment<br />

Gain on sale <strong>of</strong> investments<br />

Loss (gain) on unrealized foreign exchange differences<br />

Interest income<br />

Interest expenses<br />

operating pr<strong>of</strong>it before working capital changes<br />

Decrease ( increase ) in trade and other accounts receivable<br />

Decrease ( increase ) in inventories<br />

Decrease ( increase ) in trade and other accounts payable<br />

Cash generated from operations<br />

Income taxes paid<br />

net cash from operating activities<br />

Cash flow from investing activities<br />

Acquisition <strong>of</strong> interests in subsidiaries, net <strong>of</strong> cash<br />

Sales <strong>of</strong> subsidiaries, net <strong>of</strong> cash<br />

Proceeds from sales <strong>of</strong> associated companies<br />

Dividends from associates<br />

Change in consolidation method <strong>of</strong> Duty Free Caribbean Group<br />

Purchases <strong>of</strong> property, plant and equipment<br />

Purchases <strong>of</strong> intangible assets<br />

Proceeds from sale <strong>of</strong> equipment<br />

Interests received<br />

net cash used in investing activities<br />

Cash flow from financing activities<br />

Net proceeds from issue <strong>of</strong> shares<br />

Dividends paid to minority shareholders<br />

Increase in minority equity<br />

Increase ( decrease ) <strong>of</strong> financial debt<br />

Increase <strong>of</strong> loans<br />

Interest paid<br />

net cash proceeds from financing activities<br />

Currency translation differences<br />

increase in cash and cash equivalents<br />

Cash and cash equivalents at<br />

– beginning <strong>of</strong> the year<br />

– end <strong>of</strong> the year<br />

Dufry Annual Report 2005 — Consolidated Financial Statements<br />

F-137<br />

note<br />

5<br />

8<br />

9<br />

9<br />

28<br />

29<br />

17<br />

17<br />

15<br />

16<br />

11<br />

2005<br />

66,125<br />

23,665<br />

7,503<br />

(398)<br />

(669)<br />

( 1,302 )<br />

( 3,188 )<br />

( 554 )<br />

7,852<br />

99,034<br />

( 21,217 )<br />

( 40,464 )<br />

35,635<br />

72,988<br />

( 16,049 )<br />

56,939<br />

( 127,980 )<br />

( 296 )<br />

14,700<br />

398<br />

–<br />

( 38,752 )<br />

( 61,804 )<br />

1,966<br />

516<br />

( 211,252 )<br />

220,221<br />

( 2,955 )<br />

–<br />

( 41,488 )<br />

308<br />

( 7,931 )<br />

168,155<br />

2,715<br />

16,557<br />

35,045<br />

51,602<br />

2004<br />

40,058<br />

18,779<br />

( 8,640 )<br />

( 1,630 )<br />

371<br />

( 398 )<br />

( 731 )<br />

( 831 )<br />

6,408<br />

53,386<br />

11,209<br />

4,620<br />

( 11,302 )<br />

57,913<br />

(8,996)<br />

48,917<br />

( 106,578 )<br />

–<br />

–<br />

398<br />

714<br />

( 18,258 )<br />

( 9,297 )<br />

1,941<br />

424<br />

( 130,656 )<br />

45,000<br />

( 2,272 )<br />

100<br />

77,019<br />

3,252<br />

( 6,315 )<br />

116,784<br />

–<br />

35,045<br />

–<br />

35,045


Consolidated statement oF ChanGes in eqUity<br />

in thousands <strong>of</strong> CHF<br />

Increase in share capital<br />

Net earnings<br />

Acquisition <strong>of</strong> subsidiaries<br />

Duty Free Caribbean Consolidation<br />

Losses in excess to these attributable to<br />

minority interests<br />

Dividend to minority interests<br />

Currency translation differences<br />

balance as <strong>of</strong> 31. 12. 04<br />

Increase in share capital 1<br />

Net proceeds from<br />

initial public <strong>of</strong>fering ( IPO )<br />

Net earnings<br />

Acquisition <strong>of</strong> minority interests<br />

Disposal <strong>of</strong> minority interests<br />

Dividend to minority interests<br />

Currency translation differences<br />

balance as <strong>of</strong> 31. 12. 05<br />

1 For further details, please refer to note 30.<br />

Dufry Annual Report 2005 — Consolidated Financial Statements<br />

share<br />

CaPital<br />

45,000<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

45,000<br />

15,000<br />

10,313<br />

–<br />

–<br />

–<br />

–<br />

–<br />

70,313<br />

attribUtable to eqUity holders oF the Parent<br />

share<br />

PremiUm<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

120,300<br />

136,214<br />

–<br />

–<br />

–<br />

–<br />

–<br />

256,514<br />

translation<br />

reserVes<br />

F-138<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

( 9,366 )<br />

( 9,366 )<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

12,<strong>218</strong><br />

2,852<br />

retained<br />

earninGs total<br />

–<br />

15,113<br />

–<br />

–<br />

–<br />

–<br />

–<br />

15,113<br />

–<br />

–<br />

41,560<br />

–<br />

–<br />

–<br />

–<br />

56,673<br />

45,000<br />

15,113<br />

–<br />

–<br />

–<br />

–<br />

( 9,366 )<br />

50,747<br />

135,300<br />

146,527<br />

41,560<br />

–<br />

–<br />

–<br />

12,<strong>218</strong><br />

386,352<br />

minority<br />

interest eqUity<br />

–<br />

13,260<br />

72,806<br />

13,899<br />

( 4,271 )<br />

( 2,272 )<br />

( 4,647 )<br />

88,775<br />

–<br />

–<br />

11,126<br />

( 43,442 )<br />

513<br />

( 2,955 )<br />

5,667<br />

59,684<br />

45,000<br />

28,373<br />

72,806<br />

13,899<br />

( 4,271 )<br />

( 2,272 )<br />

( 14,013 )<br />

139,522<br />

135,300<br />

146,527<br />

52,686<br />

( 43,442 )<br />

513<br />

( 2,955 )<br />

17,885<br />

446,036<br />

47


48<br />

notes to the Consolidated<br />

FinanCial statements<br />

CorPorate inFormation<br />

Dufry Ltd ( ‘Dufry’ or ‘the Company’ ) (formerly called Sintres Holding Ltd) is a public company headquartered in Basel,<br />

Switzerland. The Company is one <strong>of</strong> the world’s leading travel retail companies with over 300 shops worldwide. The<br />

shares <strong>of</strong> the Company are listed on the Swiss Stock Exchange ( SWX ). The major shareholder <strong>of</strong> the Company is Travel<br />

Retail Investments SCA, which owns 53.0 % in the Dufry Group and which is in turn controlled by funds managed by<br />

Advent International Corp.<br />

The consolidated financial statements <strong>of</strong> Dufry Ltd and its subsidiaries for the year ended December 31, 2005 were authorized<br />

for issue in accordance with a resolution <strong>of</strong> the Board <strong>of</strong> Directors on April 19, 2006.<br />

ChanGe oF names<br />

During 2005, Sintres Holding Ltd changed its name to Dufry Ltd and Dufry Holding Ltd changed it to Dufry International<br />

Ltd. Both companies are referred to in this document with their new names.<br />

basis oF PreParation<br />

Dufry Ltd’s consolidated financial statements are prepared in accordance with the historical cost convention as modified<br />

where stated by the revaluation at fair value and comply with the International Financial Reporting Standards ( IFRS ) formulated<br />

by the International Accounting Standards Board (IASB) and with International Accounting Standards ( IAS ) and<br />

interpretations formulated by its predecessor organization the International Accounting Standards Committee ( IASC ), as<br />

well as with the following significant accounting policies.<br />

All figures included in the consolidated financial statements and notes are rounded to the nearest CHF 1,000 except<br />

where otherwise indicated.<br />

Dufry Annual Report 2005 — Notes to the Consolidated Financial Statements<br />

F-139


sUmmary oF siGniFiCant aCCoUntinG PoliCies<br />

The principal accounting policies applied in the preparation <strong>of</strong> these consolidated financial statements are set out below.<br />

These policies have been consistently applied to the year presented, unless otherwise stated.<br />

In 2004, Dufry Group early adopted the IFRS below, which are relevant to its operations :<br />

— IAS 1 Presentation <strong>of</strong> Financial Statements<br />

— IAS 2 Inventories<br />

— IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors<br />

— IAS 10 Events after the Balance Sheet Date<br />

— IAS 16 Property, Plant and Equipment<br />

— IAS 17 Leases<br />

— IAS 21 The Effects <strong>of</strong> Changes in Foreign Exchange Rates<br />

— IAS 27 Consolidated and Separate Financial Statements<br />

— IAS 28 Investments in Associates<br />

— IAS 32 Financial Instruments: Disclosure and Presentation<br />

— IAS 33 Earnings per Share<br />

— IAS 36 Impairment <strong>of</strong> Assets<br />

— IAS 38 Intangible Assets<br />

— IAS 39 Financial Instruments: Recognition and Measurement<br />

— IFRS 3 Business Combinations<br />

In 2005, Dufry Group adopted:<br />

— IFRS 2 Share-based payment<br />

— IFRS 5 Non Current Assets Held for Sale and Discontinued Operations<br />

— IAS 24 Related party disclosures<br />

The principal effects <strong>of</strong> these changes in policies are discussed below.<br />

IFRS 2 – Share-based payment<br />

The main impact <strong>of</strong> IFRS 2 on the Group is the recognition <strong>of</strong> an expense and a corresponding entry to equity for senior<br />

executive employee’s share options and the recognition <strong>of</strong> an expense and a liability for cash-settled share options and<br />

other share-based plans. Up to December 31, 2005, no share options were granted to any employees.<br />

IFRS 5 – Non-current assets held for sale and discontinued operations<br />

The Group has applied IFRS 5 prospectively in accordance with the transitional provisions <strong>of</strong> IFRS 5, which has resulted<br />

in a change in accounting policy on the recognition <strong>of</strong> a discontinued operation. Under the superseded IAS 35, the Group<br />

would have recognized a discontinued operation at the earlier <strong>of</strong> the date the Group enters into a binding sale agreement<br />

and the date the Board <strong>of</strong> Directors have approved and announced a formal disposal plan.<br />

IFRS 5 requires a component <strong>of</strong> an entity to be classified as discontinued when the criteria to be classified as held for<br />

sale have been met or it has been disposed <strong>of</strong>. An item is classified as held for sale if its carrying amount will be recovered<br />

principally through a sale transaction rather than through continuing use. Such a component represents a separate<br />

major line <strong>of</strong> business or geographical area <strong>of</strong> operations, is part <strong>of</strong> a single coordinated major line <strong>of</strong> business or<br />

geographical area <strong>of</strong> operations or is a subsidiary acquired exclusively with a view to resale. The result <strong>of</strong> this change in<br />

accounting policy is that a discontinued operation is recognized by the Group at a later point than under IAS 35 due to the<br />

stricter criteria in IFRS 5. The Group did not have any discontinued operations in the periods disclosed.<br />

IAS 24 – Related party disclosures<br />

IAS 24 in its 2003 revised version has affected the identification <strong>of</strong> related parties and some other related-party disclosures.<br />

Dufry Annual Report 2005 — Notes to the Consolidated Financial Statements F-140<br />

49


50<br />

The financial statements based on IFRS contain assumptions and estimates which may affect the figures shown in the<br />

present report. The actual result may differ from these estimates.<br />

method <strong>of</strong> consolidation<br />

The consolidated financial statements comprise the financial statements <strong>of</strong> Dufry Ltd and its subsidiaries as per December<br />

31. The financial statements <strong>of</strong> the subsidiaries are prepared for the same reporting period as the parent Company,<br />

using consistent accounting policies.<br />

All intercompany transactions as well as income and expenses, assets and liabilities resulting from intercompany transactions<br />

are fully eliminated. Subsidiaries are fully consolidated from the date <strong>of</strong> acquisition, being the date on which<br />

Dufry obtains control, and continue to be consolidated until the date that such control ceases.<br />

Comparatives<br />

The comparative figures for the financial year 2004 only show ten months <strong>of</strong> operations, since the Group acquired 75 %<br />

<strong>of</strong> the shares <strong>of</strong> Dufry International Ltd on March 1, 2004. Before that date, Dufry Ltd did not have any operations. If the<br />

acquisition had occurred on January 1, 2004, consolidated turnover for the comparative period would have been CHF<br />

850.5 million and earnings before interest and taxes ( EBIT ) CHF 48.6 million. Certain reclassifications to the 2004 financial<br />

statements and related footnotes amounts have been made to conform to the 2005 presentation.<br />

scope <strong>of</strong> consolidation<br />

For 2004, the consolidated financial statements include only the financial results since Dufry Ltd took over the control<br />

<strong>of</strong> Dufry Investment Ltd and Dufry International Ltd, as well as all subsidiaries in which Dufry Investment Ltd and Dufry<br />

International Ltd directly or indirectly hold a majority <strong>of</strong> voting rights or otherwise control. Accordingly, the consolidated<br />

financial statements include the results <strong>of</strong> Dufry Group for the ten month period since the acquisition on March 1, 2004.<br />

The purchase consideration has been allocated to the assets and the liabilities on the basis <strong>of</strong> fair value at the date <strong>of</strong><br />

acquisition. Dufry Ltd took over the control <strong>of</strong> the Duty Free Caribbean Group in April 2004 and consolidates it since then<br />

fully. Before that date, i. e. until March 2004, the Duty Free Caribbean Group has been proportionally consolidated in the<br />

financial statements <strong>of</strong> the Dufry Group.<br />

In 2005 Dufry Ltd agreed to increase the participation in Dufry International Ltd and Dufry Investment Ltd to 100 %, by<br />

acquiring the remaining 25 % <strong>of</strong> the shares for a first consideration <strong>of</strong> CHF 90.0 million. On November 14, 2005 Dufry<br />

Ltd agreed to pay an additional and final consideration to the former shareholders in relation to the above mentioned<br />

acquisition <strong>of</strong> CHF 38.0 million.<br />

As <strong>of</strong> October 1, 2005, Dufry increased through its subsidiary Duty Free Caribbean Emeralds ( St. Lucia ) its investment<br />

in eight subsidiaries <strong>of</strong> Young Caribbean Jewellery Company Ltd from 50 % to 100 %. With this increase, Dufry took over<br />

the control <strong>of</strong> these companies and has accounted for these investments using the purchase method <strong>of</strong> accounting. Accordingly<br />

the consolidated financial statements include the results <strong>of</strong> the acquired companies for the three month period<br />

ended December 31, 2005.<br />

investments in subsidiaries<br />

In cases where the Group directly or indirectly holds a majority <strong>of</strong> voting rights or otherwise exercises any other form <strong>of</strong><br />

direct or indirect control, the assets and liabilities, expenses and income <strong>of</strong> the companies concerned are included in full<br />

in the consolidated financial statements. Minority interests in the pr<strong>of</strong>it and equity <strong>of</strong> subsidiaries are disclosed separately.<br />

Companies are consolidated from the date at which control is acquired by use <strong>of</strong> the purchase method <strong>of</strong> accounting.<br />

Identifiable assets acquired, liabilities and contingent liabilities assumed in a business combination are measured initially<br />

at the fair values at the acquisition date, irrespective <strong>of</strong> the extent <strong>of</strong> any minority interests. The excess <strong>of</strong> the cost<br />

<strong>of</strong> acquisition over the fair value <strong>of</strong> the Group’s share <strong>of</strong> the identifiable net assets is recorded as goodwill. If the cost <strong>of</strong><br />

Dufry Annual Report 2005 — Notes to the Consolidated Financial Statements<br />

F-141


acquisition is less than the fair value <strong>of</strong> the net assets <strong>of</strong> the subsidiary acquired, the difference is directly recognized in<br />

the income statement. The value <strong>of</strong> recorded goodwill and other intangibles having an indefinite useful life are reviewed<br />

annually and if management determines that impairment in the carrying value <strong>of</strong> the goodwill exists, an impairment<br />

loss is recognized.<br />

If a subsidiary is sold, the difference between the selling price and the net assets inclusive the translation difference is<br />

recognized as net pr<strong>of</strong>it on disposal <strong>of</strong> investments in the consolidated income statement.<br />

Intercompany transactions and balances are eliminated in the consolidated financial statements. Sales are made and<br />

services performed at arm’s length between subsidiaries.<br />

Intercompany pr<strong>of</strong>its from inventory and supplies not yet realized through sales to third parties are eliminated.<br />

investments in associates<br />

Investments in associates are accounted for using the equity method <strong>of</strong> accounting. These are entities in which the<br />

Group has significant influence ( 20 % – 50 % ownership ) and which are neither subsidiaries nor joint ventures. The investment<br />

in associates is carried in the balance sheet at cost plus post acquisition changes in the Group’s share <strong>of</strong> net<br />

assets <strong>of</strong> the associates, less any impairment in value. The income statement reflects the Group’s share <strong>of</strong> the results<br />

from operations <strong>of</strong> these associates.<br />

Financial investments<br />

Financial investments ( less than 20 % owned ) are stated at fair value. Dividends received from them, if any, as well as the<br />

change in fair value are included in the income statement.<br />

segment reporting<br />

A business segment is a group <strong>of</strong> assets and operations engaged in providing products or services that are subject to<br />

risks and returns that are different from those <strong>of</strong> other business segments.<br />

The Group’s risks and returns are predominantly affected by the fact that it operates in different countries. Therefore, the<br />

Group reports segmental information in its financial statements in the same way as it does internally to senior management,<br />

i.e. using geographical areas as its primary segments.<br />

A geographical segment is engaged in providing products or services within a particular economic environment that are<br />

subject to risks and returns, that are different from those <strong>of</strong> segments operating in other economic environments.<br />

Foreign currency translation<br />

The consolidated financial statements are expressed in Swiss Francs ( CHF ). Transactions in foreign currencies are accounted<br />

for at the rates prevailing at the dates <strong>of</strong> the transaction. Exchange differences from financial transactions are<br />

included in the financial result along with any related hedge effects. Gains and losses resulting from foreign currency<br />

transactions and from the adjustment <strong>of</strong> foreign-currency monetary assets and liabilities at the balance sheet date are<br />

recognized in the income statement. Assets and liabilities <strong>of</strong> foreign subsidiaries are translated into Swiss Francs at<br />

closing rates. The resulting translation differences are recorded into the translation component <strong>of</strong> consolidated equity.<br />

The items <strong>of</strong> the income statement are translated into Swiss Francs at average exchange rates. The resulting translation<br />

differences are also shown in the translation component <strong>of</strong> the consolidated statement <strong>of</strong> changes in equity.<br />

Dufry has considered some intercompany long-term loans, which are not likely to be settled in a foreseeable future as<br />

being part <strong>of</strong> the net investment in such subsidiary. In compliance with IAS 21 paragraph 15 the related exchange differences<br />

have been considered in a separate component <strong>of</strong> the equity, until the disposal <strong>of</strong> the net investment or the repayment<br />

<strong>of</strong> the loan, at which time they are included in the income statement as part <strong>of</strong> the gain or loss on disposal.<br />

The exchange rates applied are disclosed in the notes.<br />

Dufry Annual Report 2005 — Notes to the Consolidated Financial Statements F-142<br />

51


52<br />

ValUation methods and deFinitions<br />

turnover<br />

Net sales<br />

Dufry’s net sales consist <strong>of</strong> travel related retail sales <strong>of</strong> goods, which are sold duty free or duty paid, depending on local<br />

laws or regulations. Sales are recognized when the rights and risks <strong>of</strong> ownership <strong>of</strong> the products have been transferred<br />

to the customer. Retail sales are settled in cash or by credit card. The sales are considered net, after deducting trade<br />

discounts and, where applicable, sales taxes.<br />

Advertising income<br />

Advertising income is recognized in the period in which the services have been rendered, and the amount <strong>of</strong> income<br />

incurred in respect <strong>of</strong> this transaction can be measured reliably and it is probable that the economic benefits associated<br />

with the transaction will flow to the company.<br />

Cost <strong>of</strong> sales<br />

Cost <strong>of</strong> sales are recognized when a subsidiary sells a product and comprise the purchase price and the cost incurred<br />

until the product arrives at the warehouse, i. e. import duties, transport and handling cost.<br />

other operational expenses and other operational income<br />

Other operational expenses and income reflect transactions such as non-recurring transactions, gains or losses on sale<br />

<strong>of</strong> property, plant and equipment or intangible assets, as well as changes for impairment and provisions.<br />

Financial result<br />

The financial result includes interest expenses on borrowings from third parties and interest on trade accounts with<br />

third parties. It also includes foreign exchange results deriving from the revaluation <strong>of</strong> monetary assets and liabilities in<br />

foreign currency and monetary assets and liabilities settled during the period.<br />

Cash and cash equivalents<br />

Cash and cash equivalents consist <strong>of</strong> cash on hand and banks and short-term deposits with banks, with maturity <strong>of</strong> 90<br />

days or less.<br />

trade and other accounts receivable<br />

Trade receivables are stated at their nominal value less an allowance for any uncollectible amount. The allowance for<br />

doubtful accounts is established as soon as recovery is improbable.<br />

inventories<br />

Inventories are valued at the lower <strong>of</strong> historical cost or net realizable value. The historical costs are determined using the<br />

FIFO method. Historical cost includes all expenses incurred in bringing the inventories to their present location and condition.<br />

This includes import duties, transport and handling costs and any other directly attributable costs <strong>of</strong> acquisition.<br />

Purchase discounts and rebates are deducted in determining the cost <strong>of</strong> purchases. The net realizable value is the estimated<br />

selling price in the ordinary course <strong>of</strong> business less the estimated costs necessary to make the sale. Inventory<br />

allowances are set up in the case <strong>of</strong> slow-moving stock; obsolete and expired items are fully written <strong>of</strong>f.<br />

Property, plant and equipment<br />

These are stated at cost less accumulated depreciation and any impairment in value. Depreciation is computed on a<br />

straight-line basis over the estimated useful life <strong>of</strong> the asset or the lease term.<br />

Dufry Annual Report 2005 — Notes to the Consolidated Financial Statements<br />

F-143


The useful lives applied are as follows :<br />

— Buildings 20 to 40 years<br />

— Leasehold improvements the shorter <strong>of</strong> 10 years or the remaining lease term<br />

— Furniture, fixture and vehicles the shorter <strong>of</strong> 4 years or the remaining lease term<br />

— Computer hardware the shorter <strong>of</strong> 5 years or the remaining lease term<br />

The asset’s residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.<br />

Land is valued at acquisition cost and not depreciated as it is deemed to have an indefinite life. Additional costs, which<br />

extend the useful life <strong>of</strong> tangible assets, are capitalized. There are no financing costs associated with the construction<br />

<strong>of</strong> tangible assets.<br />

The carrying amount <strong>of</strong> tangible assets is reviewed for impairment whenever events or changes in circumstances indicate<br />

that the carrying amount <strong>of</strong> the asset may not be recoverable. An asset’s carrying amount is written down immediately<br />

to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. The<br />

recoverable amount is the higher <strong>of</strong> an asset’s fair value less cost to sell and value in use.<br />

investment properties<br />

Investment property is held for long-term purposes and is not occupied by the Group itself. Such properties are treated<br />

as non-current investments and are carried at fair value. Fair value is the market value as determined by external appraisers<br />

on an annual basis. Changes in fair value are recorded in the income statement and are included in operating<br />

income in the period in which they arise. During the periods disclosed, the Group did not hold any property in this category.<br />

intangible assets<br />

Concession rights and brands acquired both separately and from a business combination<br />

Intangible assets acquired separately are capitalized at cost and from a business acquisition are capitalized at fair value<br />

as at the date <strong>of</strong> acquisition. Following initial recognition, the cost model is applied to the class <strong>of</strong> intangible assets. The<br />

useful lives <strong>of</strong> these intangible assets are assessed to be either finite or indefinite. Intangible assets with finite lives are<br />

amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible<br />

asset may be impaired. Intangible assets with indefinite useful lives are not amortized but are tested for impairment<br />

annually either individually or at the cash-generating unit level. The useful life <strong>of</strong> an intangible asset with an indefinite<br />

life is reviewed annually to determine whether indefinite life assessment continues to be supportable. If not, the change<br />

in useful life assessment from indefinite to finite is made on a prospective basis. Brands have indefinite useful lives and<br />

are therefore not amortized.<br />

Goodwill<br />

Goodwill represents the excess <strong>of</strong> the cost <strong>of</strong> an acquisition over the fair value <strong>of</strong> the identifiable net assets <strong>of</strong> the related<br />

subsidiary or associate at the date <strong>of</strong> the acquisition. Goodwill is carried at cost less accumulated impairment losses.<br />

The carrying amount <strong>of</strong> goodwill will be reviewed annually for impairment when events or changes in circumstances<br />

indicate that the carrying value is not recoverable. Gains and losses on the disposal <strong>of</strong> an entity include the carrying<br />

amount <strong>of</strong> goodwill relating to the entity sold. Goodwill is allocated to cash-generating units for the purpose <strong>of</strong> impairment<br />

testing.<br />

Dufry Annual Report 2005 — Notes to the Consolidated Financial Statements<br />

F-144<br />

53


54<br />

Impairment <strong>of</strong> assets<br />

Assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment. Assets<br />

that are subject to depreciation and amortization are reviewed for impairment whenever events or circumstances indicate<br />

that the carrying amount may not be recoverable. An impairment loss is recognized when the carrying amount <strong>of</strong><br />

an asset exceeds its recoverable amount. The recoverable amount is the higher <strong>of</strong> an asset’s fair value less costs to sell<br />

and value in use. For the purposes <strong>of</strong> assessing impairment, assets are grouped at the lowest levels for which there are<br />

separately identifiable cash flows ( cash-generating units ).<br />

leasing<br />

Leases <strong>of</strong> assets under which the Group essentially assumes all the benefits and risks <strong>of</strong> ownership are classified as<br />

finance leases. Finance leases are capitalized at the inception <strong>of</strong> the lease at the fair value <strong>of</strong> the leased property or if<br />

lower at the present value <strong>of</strong> the minimum lease payments. The assets acquired under these contracts are depreciated<br />

over the shorter <strong>of</strong> the estimated useful life <strong>of</strong> the asset or the lease term. The corresponding financial obligations are<br />

included in the liabilities. Leases <strong>of</strong> assets under which all the risks and rewards <strong>of</strong> ownership are effectively retained by<br />

the lesser are classified as operating leases and payments made are charged to the income statement on a straight-line<br />

basis. The Group held no finance leases during the periods disclosed.<br />

investments<br />

The Group classifies its investments in the following categories: financial assets at fair value through pr<strong>of</strong>it or loss, loans<br />

and receivables, held-to-maturity investments, and available-for-sale financial assets. The classification depends on the<br />

purpose for which the investments were acquired. Management determines the classification <strong>of</strong> its investments at initial<br />

recognition and re-evaluates this classification at every reporting date.<br />

Financial assets at fair value through pr<strong>of</strong>it or loss<br />

This category has two sub-categories: financial assets held for trading, and those designated at fair value through pr<strong>of</strong>it<br />

or loss at inception. A financial asset is classified in this category if acquired principally for the purpose <strong>of</strong> selling in the<br />

short-term. Derivatives are also categorized as held for trading unless they are designated as hedges. Assets in this<br />

category are classified as current assets if they are either held for trading or are expected to be realized within 12 months<br />

<strong>of</strong> the balance sheet date. During the periods disclosed, the Group did not hold any investments in this category.<br />

loans and receivables<br />

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an<br />

active market. They arise when the Group provides money, goods or services directly to a debtor with no intention <strong>of</strong> trading<br />

the receivable. Loans and receivables are included in current assets, except for maturities greater than 12 months<br />

after the balance sheet date, in which case they are classified as non-current assets. Loans and receivables are included<br />

in other accounts receivable in the balance sheet.<br />

held-to-maturity investments<br />

Held-to maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities<br />

that the Group’s management has the positive intention and ability to hold to maturity. During the periods disclosed,<br />

the Group did not hold any investments in this category.<br />

available-for-sale financial assets<br />

Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any<br />

<strong>of</strong> the other categories. They are included in non-current assets unless management intends to dispose <strong>of</strong> the investment<br />

within 12 months <strong>of</strong> the balance sheet date. Purchases and sales <strong>of</strong> investments are recognized on the trade-date.<br />

This is the date on which the Group commits to purchase or sell the asset. Investments are initially recognized at fair<br />

value plus transaction costs for all financial assets not carried at fair value through pr<strong>of</strong>it or loss. Investments are derecognized<br />

when the rights to receive cash flows from the investments have expired or have been transferred and the Group<br />

Dufry Annual Report 2005 — Notes to the Consolidated Financial Statements<br />

F-145


has transferred substantially all risks and rewards <strong>of</strong> ownership. Available-for-sale financial assets and financial assets<br />

at fair value through pr<strong>of</strong>it or loss are subsequently carried at fair value. Loans and receivables and held-to-maturity<br />

investments are carried at amortized cost using the effective interest method. Realized and unrealized gains and losses<br />

arising from changes in the fair value <strong>of</strong> the financial assets at fair value through pr<strong>of</strong>it or loss category are included<br />

in the income statement in the period in which they arise. Unrealized gains and losses arising from changes in the fair<br />

value <strong>of</strong> non-monetary securities classified as available-for-sale are recognized in equity. When securities classified as<br />

available-for-sale are sold or impaired, the accumulated fair value adjustments are included in the income statement as<br />

gains and losses from investment securities.<br />

The fair value <strong>of</strong> quoted investments is based on current bid prices. If the market for a financial asset is not active ( and<br />

for unlisted securities ), the Group establishes fair value by using valuation techniques. These include the use <strong>of</strong> recent<br />

arm’s length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis,<br />

and option pricing models refined to reflect the issuer’s specific circumstances.<br />

The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or group <strong>of</strong><br />

financial assets is impaired. In the case <strong>of</strong> equity securities classified as available for sale, a significant or prolonged<br />

decline in the fair value <strong>of</strong> the security below its cost is considered in determining whether the securities are impaired.<br />

If any such evidence exists for available-for-sale financial assets, the cumulative loss – measured as the difference between<br />

the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognized<br />

in pr<strong>of</strong>it or loss – is removed from equity and recognized in the income statement. Impairment losses recognized<br />

in the income statement on equity instruments are not reversed through the income statement. In the periods under<br />

review, the Group did not hold any investments in the above categories.<br />

other non-current assets<br />

Other non-current assets include guarantee deposits and loans receivable greater than 12 months.<br />

other accounts payable<br />

Other accounts payable cover current or renewable liabilities due within one year. It includes accrued liabilities, salaries<br />

and wages and other liabilities.<br />

Provisions<br />

Provisions are recognized when the Group has a present obligation ( legal or constructive ) as a result <strong>of</strong> a past event,<br />

where it is probable that a cash outflow will be required to settle the obligation, and where a reliable estimate can be<br />

made <strong>of</strong> the amount <strong>of</strong> the obligation. Provisions for litigations or claims are recognized when a present obligation to<br />

a third party exists which has arisen from past events, a reasonable estimate <strong>of</strong> that obligation can be made and in the<br />

opinion <strong>of</strong> the management is more likely than not that an economic outflow will occur. If the effect <strong>of</strong> the time value <strong>of</strong><br />

money is material, provisions are determined by discounting the expected future cash flows.<br />

income taxes<br />

Current income taxes are calculated based on the results <strong>of</strong> the reporting period <strong>of</strong> the individual companies, and are<br />

recognized as current tax liabilities. Taxes, other than income taxes are reported under “other general expenses”. Deferred<br />

taxes are provided for using the liability method on all temporary differences at the balance sheet date arising<br />

between the tax basis <strong>of</strong> assets and liabilities and their carrying values for financial reporting purposes. Deferred taxes<br />

are calculated based on the tax rates that are expected to apply in the period when the assets are realized or the liabilities<br />

settled using local tax rates. Deferred tax assets relating to tax loss carry-forwards and temporary differences are<br />

recognized when it is probable that such tax losses can be utilized in the future.<br />

Dufry Annual Report 2005 — Notes to the Consolidated Financial Statements<br />

F-146<br />

55


56<br />

share capital<br />

Dividends are recognized in equity in the period in which they are approved by the respective company’s shareholders.<br />

employment benefits<br />

Pension obligations<br />

The employees <strong>of</strong> the subsidiaries are eligible for retirement, invalidity and death benefits under local Social Security<br />

schemes prevailing in the countries concerned and defined benefit and defined contribution plans provided through<br />

separate funds, insurance plans, or unfunded arrangements. The pension plans are generally funded through regular<br />

contributions made by the employer and the employee and through the income generated by their capital investments.<br />

Where, due to local conditions, a plan is not funded, a liability is recorded in the financial statements. In the case <strong>of</strong> defined<br />

contribution plans, the net periodic pension cost to be recognized in the income statement equals the contributions<br />

made by the employer.<br />

In the case <strong>of</strong> defined benefit plans, the net periodic pension cost is assessed using the projected unit credit method. The<br />

defined benefit obligation is measured at the present value <strong>of</strong> the estimated future cash flows. The net periodic pension<br />

cost less employee contributions is included in the personnel expenses where the employees are located. Plan assets<br />

are recorded at their fair value. Actuarial gains or losses beyond the corridor arising from adjustments posted, changes<br />

in actuarial assumptions, and amendments to pension plans, are recognized over the average remaining service lives<br />

<strong>of</strong> the related employees.<br />

Termination benefits<br />

Termination benefits are payable when employment is terminated before the normal retirement date, or whenever an<br />

employee accepts voluntary redundancy in exchange for the benefits. The Group recognizes termination benefits when it<br />

is demonstrably committed to either : terminating the employment <strong>of</strong> current employees according to a detailed formal<br />

plan without possibility <strong>of</strong> withdrawal; or providing termination benefits as a result <strong>of</strong> an <strong>of</strong>fer made to encourage voluntary<br />

redundancy. Benefits falling due more than 12 months after balance sheet date are discounted to present value.<br />

Financial risk factors<br />

The Group operates worldwide and is therefore exposed to a variety <strong>of</strong> financial risks such as foreign exchange risk,<br />

credit risk, liquidity risk and cash flow and interest rate risk. The Group’s overall risk management program focuses on<br />

the unpredictability <strong>of</strong> financial markets and seeks to minimize potential adverse effects on the financial performance.<br />

Special guidelines exist for risk management, and are monitored by management. The Group only concludes contracts<br />

with selected high-quality financial institutions <strong>of</strong> good reputation.<br />

Foreign exchange risk<br />

In order to reduce its foreign exchange exposure, the Group may enter into currency contracts to hedge against foreign<br />

currency exchange risks, in particular relating to settlements <strong>of</strong> intercompany transactions. An evaluation based on<br />

market values is performed regularly.<br />

Credit risk<br />

The Group has no significant concentrations <strong>of</strong> credit risk. Most <strong>of</strong> the sales are retail sales and made against cash or<br />

internationally recognized credit card or bank debit cards. It also has policies in place that other sales <strong>of</strong> products and<br />

services are made to customers with an appropriate credit history or that the credit risk is insured by a specialized indemnity<br />

insurer.<br />

Interest rate risk<br />

The Group’s exposure to market risks for changes in interest rates relates primarily to the Group’s bank debt and financial<br />

debt.<br />

Dufry Annual Report 2005 — Notes to the Consolidated Financial Statements<br />

F-147


Liquidity risk<br />

Prudent liquidity risk management implies maintaining sufficient cash and cash equivalents and the availability <strong>of</strong> funding<br />

through an adequate amount <strong>of</strong> committed credit facilities.<br />

accounting for derivative financial instruments and hedging activities<br />

Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently remeasured<br />

at their fair value. The method <strong>of</strong> recognizing the resulting gain or loss depends on whether the derivative is<br />

designated as a hedging instrument, and if so, the nature <strong>of</strong> the item being hedged. The Group designates derivatives as<br />

fair value hedges, cash flow hedges, hedges <strong>of</strong> net investments in foreign operations and derivatives that do not qualify<br />

for hedge accounting. In the period under review the Group did not hold any derivative financial instruments.<br />

Fair value hedge<br />

Changes in the fair value <strong>of</strong> derivatives that are designated and qualify as fair value hedges are recorded in the income<br />

statement, together with any changes in the fair value <strong>of</strong> the hedged asset or liability that are attributable to the hedged<br />

risk.<br />

Cash flow hedge<br />

The effective portion <strong>of</strong> changes in the fair value <strong>of</strong> derivatives that are designated and qualify as cash flow hedges are<br />

recognized in equity. The gain or loss relating to the ineffective portion is recognized immediately in the income statement.<br />

Amounts accumulated in equity are recorded in the income statement in the periods when the hedged item will affect<br />

pr<strong>of</strong>it or loss. However, when the forecast transaction that is hedged results in the recognition <strong>of</strong> a non-financial asset<br />

or a liability, the gains and losses previously deferred in equity are transferred from equity and included in the initial<br />

measurement <strong>of</strong> the cost <strong>of</strong> the asset or liability.<br />

When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any<br />

cumulative gain or loss existing in equity at that time remains in equity and is recognized when the forecast transaction is<br />

ultimately recognized in the income statement. When a forecast transaction is no longer expected to occur, the cumulative<br />

gain or loss that was reported in equity is immediately transferred to the income statement.<br />

Hedges <strong>of</strong> net investments in foreign operations<br />

Hedges <strong>of</strong> net investments in foreign operations are accounted for similarly to cash flow hedges. Any gain or loss on<br />

the hedging instrument relating to the effective portion <strong>of</strong> the hedge is recognized in equity; the gain or loss relating to<br />

the ineffective portion is recognized immediately in the income statement. Gains and losses accumulated in equity are<br />

included in the income statement when the foreign operation is disposed <strong>of</strong>.<br />

Derivatives that do not qualify for hedge accounting<br />

Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value <strong>of</strong> any derivative instruments<br />

that do not qualify for hedge accounting are recognized immediately in the income statement.<br />

related parties<br />

A party is related to an entity if the party directly or indirectly controls, is controlled by, or is under common control with<br />

the entity, has an interest in the entity that gives it significant influence over the entity, has joint control over the entity<br />

or is an associate or a joint venture <strong>of</strong> the entity. In addition, members <strong>of</strong> the key management personnel <strong>of</strong> the entity or<br />

close members <strong>of</strong> the family are also considered related parties as well as post-employment benefit plans for the benefit<br />

<strong>of</strong> employees <strong>of</strong> the entity. Transactions with related parties are conducted on an arm’s-length basis.<br />

Dufry Annual Report 2005 — Notes to the Consolidated Financial Statements<br />

F-148<br />

57


58<br />

Government grants<br />

Government grants are recognized at fair value where there is reasonable assurance that the grant will be received<br />

and all attaching conditions will be complied with. The Group did not receive any government grants in the periods disclosed.<br />

borrowing costs<br />

Borrowing costs are recognized as an expense when incurred.<br />

Critical accounting estimates and assumptions<br />

The preparation <strong>of</strong> financial statements in conformity with IFRS requires the use <strong>of</strong> certain critical accounting estimates.<br />

It also requires management to exercise its judgment in the process <strong>of</strong> applying the Group’s accounting policies. The<br />

Group makes estimates and assumptions concerning the future. The resulting accounting will not necessarily equal the<br />

related actual results. The areas involving a higher degree <strong>of</strong> judgment or complexity, or areas where assumptions and<br />

estimates are significant to the consolidated financial statements are discussed below.<br />

Concession Rights<br />

Concessions acquired in a business combination are valued at fair value as at the date <strong>of</strong> acquisition. The useful lives <strong>of</strong><br />

operating concessions are assessed to be either finite or indefinite based on individual circumstances. The useful life <strong>of</strong><br />

operating concessions is reviewed annually to determine whether the indefinite life assessment for those concessions<br />

where it is assumed continues to be supportable. The Group tests the operating concessions with indefinite useful lives<br />

for impairment. The underlying calculation requires the use <strong>of</strong> estimates.<br />

Brands and Goodwill<br />

The Group tests annually for impairment in accordance with IAS 36. The underlying calculation requires the use <strong>of</strong> estimates.<br />

Post-employment benefit plans<br />

Dufry sponsors pension and other retirement plans in various forms. Several statistical and other factors that attempt to<br />

anticipate future events are used in calculating the expenses and liabilities related to the plans. The actuarial assumptions<br />

used may differ materially from actual results due to changing market and economic conditions higher or lower<br />

withdrawal rates or shorter or longer life spans <strong>of</strong> participants.<br />

Income taxes<br />

The Group is subject to income taxes in numerous jurisdictions. Significant judgment is required in determining the<br />

worldwide provision for income taxes. There are many transactions and calculations for which the ultimate tax determination<br />

is uncertain. The Group recognizes liabilities for tax audit issues based on estimates <strong>of</strong> whether additional taxes<br />

will be payable. Where the final tax outcome is different from the amounts that were initially recorded, such differences<br />

will impact the income tax and deferred tax provisions in the period in which such determination is made.<br />

Dufry Annual Report 2005 — Notes to the Consolidated Financial Statements<br />

F-149


notes<br />

1 net sales<br />

different breakdowns <strong>of</strong> net sales are as follows:<br />

in thousands <strong>of</strong> CHF<br />

net sales by product category<br />

Perfumes and Cosmetics<br />

Wine and Spirits<br />

Tobacco goods<br />

Watches, Jewelry and Accessories<br />

Confectionery and Food<br />

Electronics<br />

Fashion, Leather and Baggage<br />

Literature and Publications<br />

Toys<br />

Souvenirs<br />

Other goods<br />

total<br />

net sales by market sector<br />

Duty free<br />

Duty paid<br />

total<br />

net sales by channel<br />

Airports<br />

Cruise liners and seaports<br />

Downtown, hotel and resorts<br />

Railway stations and other<br />

total<br />

Dufry Annual Report 2005 — Notes to the Consolidated Financial Statements F-150<br />

2005<br />

203,923<br />

154,724<br />

130,229<br />

129,600<br />

114,943<br />

60,668<br />

46,201<br />

47,879<br />

6,090<br />

4,412<br />

34,223<br />

932,892<br />

737,954<br />

194,938<br />

932,892<br />

679,235<br />

95,068<br />

98,068<br />

60,521<br />

932,892<br />

2004<br />

154,753<br />

119,240<br />

103,552<br />

68,918<br />

84,311<br />

47,878<br />

32,925<br />

36,721<br />

4,760<br />

3,912<br />

65,371<br />

722,341<br />

548,029<br />

174,312<br />

722,341<br />

524,351<br />

60,792<br />

78,132<br />

59,066<br />

722,341<br />

59


60<br />

2 sellinG exPenses, net<br />

in thousands <strong>of</strong> CHF<br />

Concession fees<br />

Advertising and commission expenses<br />

Bad debt expenses<br />

Credit card commissions<br />

Packaging materials<br />

Other selling expenses<br />

selling expenses<br />

Concession and rent income<br />

Commission income<br />

Other selling income<br />

selling income<br />

total<br />

3 Personnel exPenses<br />

in thousands <strong>of</strong> CHF<br />

Salaries and wages<br />

Social security expenses<br />

Retirement benefits<br />

Other personnel expenses<br />

total<br />

number <strong>of</strong> full time equivalents (as per december 31)<br />

Dufry Annual Report 2005 — Notes to the Consolidated Financial Statements<br />

F-151<br />

2005<br />

168,312<br />

3,231<br />

117<br />

9,434<br />

3,722<br />

468<br />

185,284<br />

( 4,575 )<br />

( 3,493 )<br />

( 5,525 )<br />

( 13,593 )<br />

171,691<br />

2005<br />

94,751<br />

17,406<br />

1,353<br />

9,704<br />

123,214<br />

4,419<br />

2004<br />

122,394<br />

1,284<br />

123<br />

6,572<br />

2,418<br />

–<br />

132,791<br />

( 4,383 )<br />

( 3,089 )<br />

( 450 )<br />

( 7,922 )<br />

124,869<br />

2004<br />

70,951<br />

13,015<br />

1,027<br />

8,940<br />

93,933<br />

3,950


4 General exPenses, net<br />

in thousands <strong>of</strong> CHF<br />

Premises<br />

Repairs and maintenance<br />

Office and administration<br />

Insurances<br />

Car<br />

EDP<br />

Travel<br />

Legal, consulting and audit fees<br />

PR and advertising<br />

Entertainment and representation<br />

Bank fees<br />

Taxes, other than income taxes<br />

Franchise and management fees expenses<br />

Franchise and management fees income<br />

total<br />

5 dePreCiation and amortization<br />

in thousands <strong>of</strong> CHF<br />

Depreciation <strong>of</strong> property, plant and equipment ( note 15 )<br />

Amortization <strong>of</strong> intangible assets ( note 16 )<br />

total<br />

Dufry Annual Report 2005 — Notes to the Consolidated Financial Statements<br />

F-152<br />

2005<br />

22,482<br />

8,170<br />

9,700<br />

3,147<br />

1,427<br />

2,983<br />

4,482<br />

9,002<br />

6,676<br />

589<br />

1,928<br />

2,054<br />

5,584<br />

( 1,059 )<br />

77,165<br />

2005<br />

17,135<br />

6,530<br />

23,665<br />

2004<br />

16,843<br />

6,762<br />

7,641<br />

1,986<br />

1,306<br />

2,322<br />

3,188<br />

8,516<br />

4,275<br />

546<br />

1,629<br />

3,025<br />

4,270<br />

( 2,804 )<br />

59,505<br />

2004<br />

14,016<br />

4,763<br />

18,779<br />

61


62<br />

6 other oPerational exPenses<br />

in thousands <strong>of</strong> CHF<br />

Consulting expenses related to special projects 1<br />

Reorganization expenses 2<br />

Bad debt, loans allowances and write <strong>of</strong>fs<br />

Creation <strong>of</strong> provisions 3<br />

Litigation settlements<br />

Loss on sale <strong>of</strong> non-current assets<br />

Other<br />

total<br />

Release <strong>of</strong> provisions and allowances 1<br />

Gain on sale <strong>of</strong> investments 2<br />

Release <strong>of</strong> special project costs 3<br />

Gain on sale <strong>of</strong> non-current assets<br />

Litigation income<br />

Bad debt recoveries and reclassifications<br />

Other<br />

total<br />

Dufry Annual Report 2005 — Notes to the Consolidated Financial Statements<br />

2005<br />

4,773<br />

2,710<br />

1,031<br />

2,206<br />

–<br />

–<br />

964<br />

11,684<br />

2005<br />

2,160<br />

1,302<br />

1,761<br />

678<br />

–<br />

–<br />

778<br />

6,679<br />

2004<br />

10,149<br />

1,575<br />

2,698<br />

4,843<br />

1,512<br />

371<br />

1,992<br />

23,140<br />

1 In 2005, the project expenses relate mainly to expansions in Moscow ( CHF 1.4 million ), Morocco ( CHF 0.8 million ) and Dominican Republic ( CHF 0.4<br />

million ) as well as CHF 1.6 million related to the acquisition <strong>of</strong> minorities <strong>of</strong> Dufry International Ltd.<br />

2 The reorganization expenses relate to the closure <strong>of</strong> the shop in the airport <strong>of</strong> Cancun, Mexico ( CHF 0.4 million ) and <strong>of</strong> the shop in the airport <strong>of</strong> Philadelphia,<br />

USA ( CHF 0.5 million ), the relocation <strong>of</strong> shops in Barbados ( CHF 0.4 million ) and the relocation <strong>of</strong> the warehouse in Switzerland ( CHF 1.1 million ).<br />

3 In 2005, the increase in provisions relates mainly to the provisions for the reorganization <strong>of</strong> the activities in the Ivory Coast and France ( see note 20 ).<br />

7 other oPerational inCome<br />

in thousands <strong>of</strong> CHF<br />

1 In 2005, the part <strong>of</strong> the provisions for reorganization <strong>of</strong> Kaliningrad, Russia was released, amounting to CHF 1.3 million.<br />

2 In 2005, the gain on sale <strong>of</strong> investments relates to Kaliningrad, Russia ( CHF 0.5 million ) and Galaco SA, Spain ( CHF 0.8 million ).<br />

3 In 2005, Dufry reversed a part <strong>of</strong> the expenses accrued relating to a project in Mexico ( CHF 1.8 million ).<br />

F-153<br />

2004<br />

7,149<br />

–<br />

–<br />

47<br />

136<br />

1,256<br />

1,549<br />

10,137


8 inCome From assoCiates<br />

This position includes the share <strong>of</strong> pr<strong>of</strong>its or losses <strong>of</strong> associated companies accounted for under the equity method and<br />

dividends from other investments.<br />

in thousands <strong>of</strong> CHF<br />

Galaco SA, Spain ( note 17 )<br />

9 FinanCial inCome ( exPenses )<br />

in thousands <strong>of</strong> CHF<br />

Interest expenses<br />

Interest income<br />

Foreign exchange gain<br />

total<br />

10 inCome taxes<br />

income tax expenses<br />

in thousands <strong>of</strong> CHF<br />

Consolidated earnings before income tax ( ebt )<br />

Tax rate in %<br />

Tax at the applicable rate<br />

Income from countries not subject to income tax<br />

Tax effect <strong>of</strong> different tax rates in other countries / regimes<br />

Effect <strong>of</strong> prior year adjustments<br />

Not recognized deferred tax assets on current tax losses<br />

Utilization <strong>of</strong> tax credits<br />

total<br />

<strong>of</strong> which deferred taxes<br />

The applicable tax rate used for 2005 is 24.8 % ( 30.0 % in 2004 ). The decrease relates to changes in the local tax rates <strong>of</strong><br />

Italy 33.0 % ( 34.0 % in 2004 ), Singapore 20.0 % ( 22.0 % in 2004 ), France 36.0 % ( 33.0 % in 2004 ), as well as to the weight <strong>of</strong><br />

the jurisdictions considered in the applicable tax rate and the tax optimization initiative initiated in 2004.<br />

Dufry Annual Report 2005 — Notes to the Consolidated Financial Statements<br />

F-154<br />

2005<br />

398<br />

2005<br />

( 7,852 )<br />

554<br />

1,550<br />

( 5,748 )<br />

2005<br />

66,125<br />

24.8 %<br />

16,399<br />

( 2,712 )<br />

(835)<br />

950<br />

646<br />

( 1,009 )<br />

13,439<br />

( 2,571 )<br />

2004<br />

1,630<br />

2004<br />

( 6,408 )<br />

831<br />

783<br />

( 4,794 )<br />

2004<br />

40,058<br />

30.0 %<br />

12,016<br />

( 3,651 )<br />

4,077<br />

1,869<br />

1,308<br />

( 3,934 )<br />

11,685<br />

284<br />

63


64<br />

tax loss carry-forwards by expiry date<br />

Expiring within 1 to 3 years<br />

Expiring within 4 to 7 years<br />

Expiring over 7 years<br />

total<br />

Potential tax relief<br />

Valuation allowance<br />

Tax loss carry-forwards recognized in the balance sheet<br />

Cash on hand and cash at bank<br />

Short-term deposits<br />

total<br />

Dufry Annual Report 2005 — Notes to the Consolidated Financial Statements<br />

31. 12. 05<br />

4,890<br />

8,570<br />

19,542<br />

33,002<br />

8,802<br />

( 6,249 )<br />

2,553<br />

31. 12. 05<br />

50,767<br />

835<br />

51,602<br />

31. 12. 04<br />

7,167<br />

2,994<br />

16,239<br />

26,400<br />

8,409<br />

( 5,338 )<br />

3,071<br />

deferred tax assets and liabilities<br />

The deferred tax assets amounting to CHF 7.7 million ( CHF 3.1 million in 2004 ) recognized in the balance sheet comprise<br />

tax loss carry-forwards <strong>of</strong> CHF 2.6 million and temporary tax differences <strong>of</strong> CHF 5.1 million. The temporary differences<br />

include deferred taxes on: accrued expenses CHF 2.4 million, tangible assets CHF 1.6 million and other balance sheet<br />

positions CHF 1.1 million. The deferred tax liabilities <strong>of</strong> CHF 42.8 million ( CHF 39.2 million in 2004 ) relate mainly to deferred<br />

taxes on intangible assets CHF 39.4 million and inventories CHF 3.4 million.<br />

11 Cash and Cash eqUiValents<br />

in thousands <strong>of</strong> CHF<br />

31. 12. 04<br />

32,268<br />

2,777<br />

35,045<br />

Cash and cash equivalents include CHF 3.4 million ( 2004: 3.0 million ) held by subsidiaries operating in countries with<br />

exchange controls or other legal restrictions.<br />

12 trade reCeiVables, net<br />

in thousands <strong>of</strong> CHF<br />

Trade receivables, gross<br />

Bad debt allowance<br />

total<br />

31. 12. 05<br />

3,456<br />

( 1,264 )<br />

2,192<br />

Bad debt allowance relates to a doubtful receivable <strong>of</strong> CHF 1.1 million from a customer in the Eurasia region.<br />

F-155<br />

31. 12. 04<br />

4,319<br />

( 2,277 )<br />

2,042


13 other aCCoUnts reCeiVable<br />

in thousands <strong>of</strong> CHF<br />

Accrued income<br />

Sales tax and other taxes<br />

Refunds from suppliers and concessionaires<br />

Credit card organizations<br />

Prepayments<br />

Guarantee deposits<br />

Related parties<br />

Loans receivable<br />

Interest receivables<br />

Other<br />

total<br />

Allowances<br />

total<br />

14 inVentories<br />

in thousands <strong>of</strong> CHF<br />

Perfumes and Cosmetics<br />

Wine and Spirits<br />

Tobacco goods<br />

Watches, Jewelry and Accessories<br />

Confectionery and Food<br />

Electronics<br />

Fashion, Leather and Baggage<br />

Literature and Publications<br />

Toys<br />

Souvenirs<br />

Other goods<br />

inventories gross<br />

Inventory allowances<br />

inventories net<br />

Cost value <strong>of</strong> slow and non-moving items add up to CHF 7.6 million ( 2004 : CHF 7.0 million ).<br />

Dufry Annual Report 2005 — Notes to the Consolidated Financial Statements<br />

F-156<br />

31. 12. 05<br />

6,589<br />

16,868<br />

14,374<br />

5,659<br />

5,625<br />

2,406<br />

4,349<br />

1,085<br />

669<br />

9,648<br />

67,272<br />

( 800 )<br />

66,472<br />

31. 12. 05<br />

52,890<br />

23,642<br />

17,333<br />

66,203<br />

11,543<br />

5,897<br />

11,845<br />

4,525<br />

1,246<br />

546<br />

8,987<br />

204,657<br />

( 4,643 )<br />

200,014<br />

31. 12. 04<br />

4,204<br />

13,278<br />

3,503<br />

2,800<br />

9,269<br />

4,108<br />

1,745<br />

888<br />

591<br />

6,630<br />

47,016<br />

–<br />

47,016<br />

31. 12. 04<br />

40,962<br />

19,517<br />

12,649<br />

28,972<br />

8,527<br />

4,499<br />

10,271<br />

2,440<br />

788<br />

1,070<br />

12,809<br />

142,504<br />

( 4,269 )<br />

138,235<br />

65


66<br />

15 ProPerty, Plant and eqUiPment<br />

in thousands <strong>of</strong> CHF<br />

at cost<br />

Acquisition <strong>of</strong> subsidiaries<br />

Additions<br />

Disposals<br />

Currency translation differences<br />

balance as <strong>of</strong> 31. 12. 04<br />

accumulated depreciation<br />

Acquisition <strong>of</strong> subsidiaries<br />

Additions ( note 5 )<br />

Disposals<br />

Currency translation differences<br />

balance as <strong>of</strong> 31. 12. 04<br />

at cost<br />

Balance as <strong>of</strong> 01. 01. 05<br />

Change in consolidation<br />

Additions<br />

Disposals<br />

Currency translation differences<br />

balance as <strong>of</strong> 31. 12. 05<br />

accumulated depreciation<br />

Balance as <strong>of</strong> 01. 01. 05<br />

Change in consolidation<br />

Additions (note 5)<br />

Disposals<br />

Currency translation differences<br />

balance as <strong>of</strong> 31. 12. 05<br />

Carrying amount as <strong>of</strong> 31. 12. 04<br />

Carrying amount as <strong>of</strong> 31. 12. 05<br />

in thousands <strong>of</strong> CHF<br />

Fire insurance value<br />

1,382<br />

–<br />

–<br />

( 106 )<br />

1,276<br />

614<br />

142<br />

–<br />

( 66 )<br />

690<br />

1,276<br />

–<br />

–<br />

( 8 )<br />

166<br />

1,434<br />

690<br />

–<br />

151<br />

–<br />

114<br />

955<br />

586<br />

479<br />

Dufry Annual Report 2005 — Notes to the Consolidated Financial Statements<br />

leasehold<br />

FUrnitUre<br />

ComPUter<br />

real estate imProVements<br />

FixtUre<br />

hardware<br />

VehiCles total<br />

F-157<br />

45,563<br />

3,587<br />

( 8,281 )<br />

( 2,711 )<br />

38,158<br />

29,878<br />

3,858<br />

( 6,754 )<br />

( 1,670 )<br />

25,312<br />

38,158<br />

2,549<br />

15,846<br />

( 5,214 )<br />

6,331<br />

57,670<br />

25,312<br />

2,834<br />

5,103<br />

( 5,208 )<br />

4,016<br />

32,057<br />

12,846<br />

25,613<br />

81,585<br />

10,027<br />

( 6,792 )<br />

( 2,681 )<br />

82,139<br />

62,751<br />

6,993<br />

( 6,153 )<br />

( 2,072 )<br />

61,519<br />

82,139<br />

1,823<br />

14,115<br />

( 24,160 )<br />

(1,675)<br />

72,242<br />

61,519<br />

2,061<br />

7,828<br />

( 23,050 )<br />

( 1,602 )<br />

46,756<br />

20,620<br />

25,486<br />

23,896<br />

3,867<br />

( 1,029 )<br />

( 1,014 )<br />

25,720<br />

19,077<br />

2,588<br />

( 1,266 )<br />

( 823 )<br />

19,576<br />

25,720<br />

1,054<br />

7,930<br />

( 3,955 )<br />

5,391<br />

36,140<br />

19,576<br />

997<br />

3,453<br />

( 3,820 )<br />

4,179<br />

24,385<br />

6,144<br />

11,755<br />

31. 12. 05<br />

143,235<br />

4,888<br />

777<br />

( 835 )<br />

( 236 )<br />

4,594<br />

3,779<br />

435<br />

( 808 )<br />

( 156 )<br />

3,250<br />

4,594<br />

(82)<br />

861<br />

( 1,662 )<br />

1,058<br />

4,769<br />

3,250<br />

( 4 )<br />

600<br />

( 1,537 )<br />

673<br />

2,982<br />

1,344<br />

1,787<br />

157,314<br />

18,258<br />

( 16,937 )<br />

( 6,748 )<br />

151,887<br />

116,099<br />

14,016<br />

( 14,981 )<br />

( 4,787 )<br />

110,347<br />

151,887<br />

5,344<br />

38,752<br />

( 34,999 )<br />

11,271<br />

172,255<br />

110,347<br />

5,888<br />

17,135<br />

( 33,615 )<br />

7,380<br />

107,135<br />

41,540<br />

65,120<br />

31. 12. 04<br />

109,423


16 intanGible assets<br />

in thousands <strong>of</strong> CHF<br />

at cost<br />

Acquisition <strong>of</strong> subsidiary<br />

Additions<br />

Currency translation differences<br />

balance as <strong>of</strong> 31. 12. 04<br />

accumulated amortization and<br />

impairment losses<br />

Additions ( note 5 )<br />

Currency translation differences<br />

balance as <strong>of</strong> 31. 12. 04<br />

at cost<br />

Balance as <strong>of</strong> 01. 01. 05<br />

Additions<br />

Disposals<br />

Currency translation differences<br />

balance as <strong>of</strong> 31. 12. 05<br />

accumulated amortization and<br />

impairment losses<br />

Balance as <strong>of</strong> 01. 01. 05<br />

Additions (note 5)<br />

Disposals<br />

Currency translation differences<br />

balance as <strong>of</strong> 31. 12. 05<br />

Carrying amount as <strong>of</strong> 31. 12. 04<br />

Carrying amount as <strong>of</strong> 31. 12. 05<br />

136,391<br />

–<br />

( 7,897 )<br />

128,494<br />

Dufry Annual Report 2005 — Notes to the Consolidated Financial Statements<br />

ConCession riGhts<br />

indeFinite liFe Finite liFe<br />

brands<br />

Goodwill<br />

other total<br />

–<br />

–<br />

–<br />

128,494<br />

–<br />

–<br />

10,683<br />

139,177<br />

–<br />

–<br />

–<br />

–<br />

–<br />

128,494<br />

139,177<br />

53,452<br />

–<br />

( 3,567 )<br />

49,885<br />

4,763<br />

(782)<br />

3,981<br />

49,885<br />

57,873<br />

( 2,787 )<br />

5,236<br />

110,207<br />

3,981<br />

6,412<br />

( 2,489 )<br />

1,463<br />

9,367<br />

45,904<br />

100,840<br />

38,049<br />

–<br />

–<br />

38,049<br />

–<br />

–<br />

–<br />

38,049<br />

–<br />

–<br />

–<br />

38,049<br />

–<br />

–<br />

–<br />

–<br />

–<br />

38,049<br />

38,049<br />

34,417<br />

9,297<br />

–<br />

43,714<br />

–<br />

–<br />

–<br />

43,714<br />

96,469<br />

–<br />

1,801<br />

141,984<br />

–<br />

–<br />

–<br />

–<br />

–<br />

43,714<br />

141,984<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

2,437<br />

–<br />

2<br />

2,439<br />

–<br />

118<br />

–<br />

–<br />

118<br />

–<br />

2,321<br />

262,309<br />

9,297<br />

( 11,464 )<br />

260,142<br />

4,763<br />

(782)<br />

3,981<br />

260,142<br />

156,779<br />

(2,787)<br />

17,722<br />

431,856<br />

3,981<br />

6,530<br />

( 2,489 )<br />

1,463<br />

9,485<br />

256,161<br />

422,371<br />

acquisitions during 2004<br />

As discussed in note 28, the group acquired 75 % <strong>of</strong> the shares <strong>of</strong> Dufry International Ltd in March 2004. As a result <strong>of</strong><br />

this acquisition concession rights aggregating CHF 189.8 million and brands aggregating CHF 38.0 million were capitalized<br />

as intangible assets. The surplus <strong>of</strong> the purchase price above the fair value <strong>of</strong> the net asset acquired including the<br />

intangible assets was allocated to goodwill <strong>of</strong> CHF 34.4 million. The goodwill resulting from the acquisition represents<br />

the excess consideration paid to acquire the Dufry knowledge <strong>of</strong> the duty free retail business and to generate synergies<br />

from the existing market penetration.<br />

F-158<br />

67


68<br />

Concession rights<br />

Concession rights acquired from the above acquisition in March 2004, are divided into concession rights with finite useful<br />

lives aggregating CHF 53.4 million and concession rights with indefinite useful lives aggregating CHF 136.4 million.<br />

Concession rights with finite useful lives are amortized on a straight-line basis over their useful lives ranging from 4 to<br />

15 years. Amortization <strong>of</strong> CHF 6.4 million ( 2004: CHF 4.8 million ) is included in the depreciation and amortization in the<br />

income statement. Concession rights with indefinite useful lives represent rights where, based on an analysis <strong>of</strong> all <strong>of</strong><br />

the relevant factors, there is no foreseeable limit to the period over which the asset is expected to generate net cash inflows<br />

for the entity. Such relevant factors include the past track record <strong>of</strong> accomplishment <strong>of</strong> the respective concession,<br />

the longevity <strong>of</strong> the contracts as well as the equity interest in certain local entities.<br />

Brands<br />

The Dufry brands were acquired as a result <strong>of</strong> the acquisition described above and in note 28. Brands have been considered<br />

to have an indefinite useful life.<br />

acquisitions during 2005<br />

In 2005, the Group entered into a number <strong>of</strong> agreements with the former owners and acquired the additional 25 % <strong>of</strong><br />

Dufry International Ltd and Dufry Investment Ltd for a consideration <strong>of</strong> CHF 128.0 million. As a result <strong>of</strong> the purchase<br />

<strong>of</strong> these minority interests, additional goodwill in the amount <strong>of</strong> CHF 80.2 million was recognized in accordance with the<br />

parent entity extension method. In addition, also a non-compete agreement was separately obtained and recognized in<br />

the amount <strong>of</strong> CHF 1.8 million. This non-compete agreement runs until February 28, 2009 and will be amortized accordingly<br />

using the straight-line method. The group also acquired eight subsidiaries <strong>of</strong> Young Caribbean Jewellery Company<br />

Ltd for USD 12.0 million ( see note 28 for details ).<br />

On July 14, 2005, Dufry obtained the concession rights to operate duty free shops in the airports <strong>of</strong> Marrakech, Casablanca<br />

and Agadir for 20 years. On June 20, 2005, Dufry Ltd obtained the exclusivity rights to operate the duty free and<br />

duty paid shops <strong>of</strong> the Dominican Republic for a period <strong>of</strong> 25 years. These rights amounted to CHF 54.4 million.<br />

impairment test<br />

Concession rights with indefinite useful lives, brands and goodwill are tested for impairment each year. Concession<br />

rights with finite useful lives are tested for impairment whenever events or circumstances indicate that the carrying<br />

amount may not be recoverable.<br />

impairment test <strong>of</strong> goodwill<br />

For the purpose <strong>of</strong> impairment testing, goodwill acquired through business combinations has been allocated to the following<br />

four categories <strong>of</strong> cash generating units ( CGU’s ), which are also the reportable segments, that are expected to<br />

benefit from the synergies <strong>of</strong> the business combination:<br />

in thousands <strong>of</strong> CHF<br />

Europe<br />

Africa<br />

Eurasia & Asia<br />

Americas & Caribbean<br />

total CarryinG amoUnt<br />

The recoverable amounts <strong>of</strong> goodwill for each <strong>of</strong> the above group <strong>of</strong> CGU’s have been determined based on value-in-use<br />

calculations. These calculations use cash flow projections from business plans approved by senior management covering<br />

a five year period, and a discount rate, which represents the weighted average cost <strong>of</strong> capital ( WACC ) adjusted for<br />

region specific risks.<br />

Dufry Annual Report 2005 — Notes to the Consolidated Financial Statements<br />

F-159<br />

31. 12. 05<br />

15,915<br />

31,026<br />

24,835<br />

70,208<br />

141,984<br />

31. 12. 04<br />

12,852<br />

5,020<br />

5,411<br />

20,431<br />

43,714


Cash flows beyond the five year period have been extrapolated using a steady growth rate that does not exceed the longterm<br />

average growth rate for the respective markets in which these legal entities operate. The basis used to determine<br />

the value assigned to the budgeted net sales, which determines the free cash flow used in the discounted cash flow model,<br />

is the actual net sales achieved in the year 2005 and the budget 2006, increased thereafter for expected market growth.<br />

The following are the key assumptions used for determining the recoverable amounts for each <strong>of</strong> the above group <strong>of</strong><br />

CGU’s at December 31, 2005 :<br />

Europe<br />

Africa<br />

Eurasia & Asia<br />

Americas & Caribbean<br />

in thousands <strong>of</strong> CHF<br />

Europe<br />

Africa<br />

Eurasia & Asia<br />

Americas & Caribbean<br />

total CarryinG amoUnt<br />

Dufry Annual Report 2005 — Notes to the Consolidated Financial Statements<br />

disCoUnt rates<br />

5.68 %<br />

6.54 %<br />

6.19 %<br />

6.11 %<br />

Growth rates For<br />

extraPolatinG Cash Flows<br />

3.00 %<br />

3.00 %<br />

3.00 %<br />

3.00 %<br />

Management believes that any reasonably possible change in the key assumptions on which the recoverable amounts<br />

are based would not cause its carrying amount to exceed its recoverable amount.<br />

impairment test <strong>of</strong> intangible assets with indefinite useful lives ( concession rights and brands )<br />

Concession rights with indefinite useful lives<br />

For the purpose <strong>of</strong> impairment testing, concession rights with indefinite useful lives are allocated to the respective CGU<br />

to which it relates. The following table indicates the allocation <strong>of</strong> the concession rights with indefinite useful lives to the<br />

group <strong>of</strong> CGU’s that are also the Company’s reportable segments :<br />

31. 12. 05<br />

76,754<br />

675<br />

17,104<br />

44,644<br />

139,177<br />

31. 12. 04<br />

76,014<br />

656<br />

14,745<br />

37,079<br />

128,494<br />

Each <strong>of</strong> the above reportable segments represents a group <strong>of</strong> CGU’s for the group, for example, the region Europe includes<br />

operating concessions in the European region for which concession rights have been allocated and valued by the<br />

group. Each such concession represents the cash generating unit for the group, for the purpose <strong>of</strong> testing the concession<br />

rights with indefinite life for impairment.<br />

The recoverable amounts for each <strong>of</strong> the CGU’s have been determined based on value-in-use calculations. These calculations<br />

use cash flow projections from business plans approved by senior management covering a five year period, and<br />

a discount rate, which represents the weighted average cost <strong>of</strong> capital ( WACC ) adjusted for country specific risks. Cash<br />

flows beyond the five year period have been extrapolated using a steady growth rate that does not exceed the long-term<br />

average growth rate for the respective markets in which these legal entities operate. The basis used to establish the<br />

value assigned to the budgeted net sales, which determines the free cash flow used in the discounted cash flow model,<br />

is the actual net sales achieved in the year immediately before the budgeted year, increased for expected performance<br />

improvements.<br />

F-160<br />

69


70<br />

The following are the key assumptions used for determining the recoverable amounts for each <strong>of</strong> the above group <strong>of</strong><br />

CGU’s :<br />

Europe<br />

Africa<br />

Eurasia & Asia<br />

Americas & Caribbean<br />

1 Depending on the country in which the concession operates.<br />

Management believes that any reasonably possible change in the key assumptions on which the recoverable amounts<br />

are based would not cause its carrying amount to exceed its recoverable amount.<br />

Brands<br />

For the purpose <strong>of</strong> impairment testing, the Dufry brands are not allocated to any specific CGU or group <strong>of</strong> CGU but are<br />

assessed at the group level. Management believes that the synergies from the brands are corporate in nature and the<br />

allocation <strong>of</strong> the carrying amount to CGU’s or group <strong>of</strong> CGU’s would not reflect economic reality.<br />

The recoverable amount is determined based on the relief from royalty method that considers a steady royalty stream <strong>of</strong><br />

0.3 % post tax <strong>of</strong> the net sales projected by the Company. The net sales projections cover a period <strong>of</strong> 5 years with a year<br />

on year growth rate <strong>of</strong> 3.0 %. This growth rate does not exceed the long-term average growth rate for the Dufry Group.<br />

The discount rate <strong>of</strong> 6.1 % represents the weighted average cost <strong>of</strong> capital ( WACC ) at the group level.<br />

Dufry Annual Report 2005 — Notes to the Consolidated Financial Statements<br />

F-161<br />

disCoUnt rates 1<br />

6.8 %<br />

7.4 %<br />

8.6 %<br />

5.7 %<br />

Growth rates For<br />

extraPolatinG Cash Flow 1<br />

1.5 – 2.0%<br />

2.0%<br />

2.0%<br />

3.0%


17 inVestments<br />

in thousands <strong>of</strong> CHF<br />

associated companies ( equity consolidated )<br />

Galaco SA, Spain<br />

Galaweit SA, Spain<br />

Financial investment<br />

FAS Srl, Turin, Italy<br />

total<br />

the changes in investments are as follows :<br />

in thousands <strong>of</strong> CHF<br />

balance as <strong>of</strong> 01. 01. 05<br />

Income from associates ( note 8 )<br />

Dividend received<br />

Currency translation differences<br />

Sale <strong>of</strong> associated companies<br />

balance as <strong>of</strong> 31. 12. 05<br />

FinanCial<br />

inVestments<br />

79<br />

–<br />

–<br />

–<br />

–<br />

79<br />

31.12.05–<br />

44,700 –<br />

8,842 –<br />

34,436<br />

79-<br />

87,978<br />

1,575 79<br />

assoCiated<br />

ComPanies total<br />

13,987<br />

398<br />

(398)<br />

(51)<br />

(13,936)<br />

–<br />

13,975<br />

12<br />

13,987<br />

14,066<br />

398<br />

(398)<br />

(51)<br />

(13,936)<br />

79<br />

On November 15, 2005 Dufry ( Europe ) B.V. sold its 43 % participation in Galaco SA, Spain and 50 % participation in Galaweit<br />

SA, Spain to a company related to a former shareholder <strong>of</strong> Dufry International Ltd. The price <strong>of</strong> CHF 14.7 million was<br />

paid in 2005 and produced a gain on sale <strong>of</strong> CHF 0.8 million.<br />

Dufry Annual Report 2005 — Notes to the Consolidated Financial Statements F-162<br />

31. 12. 05 31. 12. 04<br />

79<br />

14,066<br />

71


72<br />

18 bank debt<br />

in thousands <strong>of</strong> CHF<br />

Swiss Francs account<br />

Euros account<br />

US Dollars account<br />

Other currencies account<br />

total<br />

<strong>of</strong> which short-term debt<br />

<strong>of</strong> which long-term debt<br />

Dufry Annual Report 2005 — Notes to the Consolidated Financial Statements<br />

31. 12. 05<br />

44,700<br />

8,842<br />

34,436<br />

–<br />

87,978<br />

86,403<br />

1,575<br />

31. 12. 04<br />

22,887<br />

23,642<br />

55,294<br />

5<br />

101,828<br />

73,432<br />

28,396<br />

The Group’s key credit facilities are negotiated and organized centrally, with only minor credit lines at the regional level.<br />

At December 31, 2005, the Group’s main credit facilities were long-term credit facilities <strong>of</strong> approximately CHF 380.0 million,<br />

<strong>of</strong> which the portion used for cash was CHF 69.8 million with a weighted average interest rate <strong>of</strong> 3.5 %. CHF 69.8<br />

million <strong>of</strong> the portion used for cash is classified as short-term debt, since, although the facilities are long-term in nature,<br />

amounts are usually drawn and repaid within a period shorter than a year.<br />

These credit facilities are separately provided by a number <strong>of</strong> banks including Credit Suisse, Deutsche Bank, Dresdner<br />

Bank, ING Bank, Raiffeisen Zentralbank Austria and UBS and have a maturity period <strong>of</strong> one to three years. Interest in<br />

respect <strong>of</strong> any borrowings under these credit facilities is at a floating rate ( EURIBOR or LIBOR ) plus spread. These facilities<br />

contain customary financial covenants and conditions.<br />

19 other aCCoUnts Payable<br />

in thousands <strong>of</strong> CHF<br />

Concession fee payables<br />

Other service related vendors<br />

Personnel payables<br />

Sales tax and other taxes<br />

Accruals related to special projects<br />

Accrued liabilities<br />

Purchase consideration Young Caribbean Group<br />

Related parties<br />

Advanced payments<br />

Accrued pension liabilities<br />

Interest payables<br />

Other<br />

total<br />

F-163<br />

31. 12. 05<br />

25,831<br />

16,829<br />

16,674<br />

5,281<br />

15,937<br />

6,029<br />

15,<strong>750</strong><br />

1,494<br />

–<br />

–<br />

–<br />

5,245<br />

109,070<br />

31. 12. 04<br />

34,813<br />

10,192<br />

10,020<br />

3,617<br />

6,316<br />

4,387<br />

–<br />

4,504<br />

138<br />

481<br />

863<br />

7,003<br />

82,334


20 ProVisions<br />

in thousands <strong>of</strong> CHF<br />

Law suits and duties<br />

Dispute on contracts<br />

Reorganization costs<br />

Other<br />

total<br />

<strong>of</strong> which short-term<br />

<strong>of</strong> which long-term<br />

balanCe as oF<br />

01. 01. 05<br />

2,854<br />

7,787<br />

4,312<br />

1,041<br />

15,994<br />

Dufry Annual Report 2005 — Notes to the Consolidated Financial Statements<br />

inCrease<br />

71<br />

1,704<br />

1,981<br />

69<br />

3,825<br />

Used this year<br />

(1,783)<br />

(4,871)<br />

(1,622)<br />

–<br />

(8,276)<br />

released to<br />

inCome<br />

statement<br />

–<br />

–<br />

(1,532)<br />

(213)<br />

(1,745)<br />

CUrrenCy<br />

translation<br />

diFFerenCes<br />

129<br />

577<br />

42<br />

67<br />

815<br />

balanCe as oF<br />

31. 12. 05<br />

1,271<br />

5,197<br />

3,181<br />

964<br />

10,613<br />

8,939<br />

1,674<br />

Management believes that its total provisions are adequate based upon information currently available. However, given<br />

the inherent difficulties in estimating liabilities in the areas below described, it cannot be guaranteed, that additional or<br />

lesser costs will be incurred beyond or below the amounts accrued.<br />

Law suits and duties<br />

The provision covers uncertainties related to law suits in respect <strong>of</strong> sales or income taxes and duties in five countries,<br />

whereby no provision exceeds CHF 0.4 million. Dufry Mexico used the existing provision <strong>of</strong> CHF 1.1 million to cover uncertainties<br />

related to the collection <strong>of</strong> an outstanding amount <strong>of</strong> taxes owed by the Mexican tax authority based on the<br />

judicial sentence. The amount is now presented net <strong>of</strong> other accounts receivable.<br />

Dispute on contracts<br />

The subsidiary in Houston has a dispute <strong>of</strong> CHF 1.7 million regarding the payment <strong>of</strong> a minimal annual guarantee <strong>of</strong> the<br />

ongoing concession. A Mexican subsidiary has used a provision <strong>of</strong> CHF 3.6 million related to the interpretation <strong>of</strong> the<br />

concession agreement with the landlord. The subsidiary in the Ivory Coast is disputing the payment <strong>of</strong> CHF 1.9 million<br />

for procurement commissions based on an old agreement. Dufry Paris is claiming that based on changing business<br />

conditions, the original concession contract should forgive them to pay the guaranteed minimum <strong>of</strong> CHF 1.4 million.<br />

Dufry Bel has been requested to pay CHF 0.2 million, based on an agreement to obtain an exclusivity which has still not<br />

been obtained.<br />

Reorganization costs<br />

In July 2003, the general assembly <strong>of</strong> Food Village approved to close a non-pr<strong>of</strong>itable shop in Amsterdam. The termination<br />

costs have been estimated in 2004 at CHF 1.1 million and cover the probable outflows to settle the rent contract as<br />

well as the loss related with the realization from the sale <strong>of</strong> the property and equipment. After certain payments in 2005,<br />

the provision still required was estimated at CHF 0.6 million.<br />

Dufry’s management has started to close its operation in the Ivory Coast. Therefore a provision <strong>of</strong> CHF 1.5 million has<br />

been created to cover the estimated expenses related to the closure and the loss on disposal <strong>of</strong> assets to be incurred<br />

next year. In December 2005, Dufry’s management decided to relocate the administrative <strong>of</strong>fices <strong>of</strong> Dufry France and<br />

Dufry Paris to a location close to Basel. The cost for this reorganization has been estimated at CHF 0.9 million.<br />

A part <strong>of</strong> a provision created for Philipp OOO in Kaliningrad amounting to CHF 2.5 million has been used since the company<br />

has been sold, and the remaining CHF 1.3 million was released to the income statement.<br />

Other<br />

This relates mainly to a dispute amounting to CHF 0.4 million not covered by the insurance company regarding damages<br />

in 2004 in the Aruba subsidiary, and to legal costs in Dufry Tunisia <strong>of</strong> CHF 0.5 million.<br />

F-164<br />

73


74<br />

21 ContinGent liabilities<br />

The Group enters into long-term agreements with port authorities to guarantee the exploitation rights <strong>of</strong> the concessions.<br />

Most <strong>of</strong> the concessionaires require a minimum annual guarantee based on sales, passengers or other indicators<br />

<strong>of</strong> operational level. In case <strong>of</strong> early termination, Dufry’s subsidiaries can be required to indemnify the port authorities for<br />

lost earnings. The Group or its subsidiaries have granted these warranties regarding the performance <strong>of</strong> certain longterm<br />

contracts directly or through third parties. As per December 31, 2005 no request for fulfillment <strong>of</strong> such contingent<br />

liabilities are pending.<br />

The Group is contingently liable for a remaining amount <strong>of</strong> CHF 3.2 million in relation to the purchase <strong>of</strong> Emerald<br />

Distributors Ltd by Duty Free Caribbean ( Holdings ) Ltd. Under the terms <strong>of</strong> the purchase agreement, the purchase<br />

price was dependent on the consolidated results <strong>of</strong> Duty Free Caribbean Emeralds ( St. Lucia ) Ltd maintaining<br />

a certain level <strong>of</strong> earnings before depreciation, amortization and interest but after taxes. On attaining the level<br />

<strong>of</strong> earnings in any one year as per the agreement, an amount <strong>of</strong> CHF 1.6 million ( USD 1.2 million ) is payable to the<br />

vendor that year. The remaining two payments can become due in any year up to March 31, 2010.<br />

The Group has a contingent tax liability <strong>of</strong> CHF 1.1 million based on a possible different interpretation <strong>of</strong> a transaction‘s<br />

nature.<br />

Dufry Annual Report 2005 — Notes to the Consolidated Financial Statements<br />

F-165


22 Post-emPloyment beneFits obliGation<br />

The personnel <strong>of</strong> the Dufry Group are insured against the risk <strong>of</strong> old age and disablement in accordance with the local<br />

laws and regulations. A description <strong>of</strong> the significant retirement benefit plans is as follows :<br />

switzerland<br />

In Switzerland, the insurance coverage is partially guaranteed by a pension fund, which is a separate legal entity. The<br />

Swiss pension plan is a defined benefit plan. The principal assumptions for the actuarial computation are given below :<br />

Discount rates<br />

Expected return on plan assets<br />

Future salary increases<br />

Future pension increases<br />

Average retirement age ( in years )<br />

Net pension cost<br />

The net pension cost developed as follows :<br />

in thousands <strong>of</strong> CHF<br />

Current service cost<br />

Interest cost<br />

Expected return on plan assets<br />

Periodic pension cost<br />

Employees’ contribution<br />

net pension cost<br />

employer’s contribution<br />

Dufry Annual Report 2005 — Notes to the Consolidated Financial Statements<br />

3.00 %<br />

4.25 %<br />

1.50 %<br />

1.00 %<br />

64<br />

2005<br />

935<br />

436<br />

( 587 )<br />

784<br />

( 438 )<br />

346<br />

674<br />

3.25 %<br />

4.25 %<br />

1.50 %<br />

1.00 %<br />

64<br />

2004<br />

1’294<br />

644<br />

( 670 )<br />

1,268<br />

( 421)<br />

847<br />

The total <strong>of</strong> the pension cost <strong>of</strong> the Group is included in personnel expenses ( retirement benefits ). The actual return <strong>of</strong><br />

plan assets is CHF 1.3 million ( CHF 0.5 million in 2004 ).<br />

Funded status<br />

in thousands <strong>of</strong> CHF<br />

Plan assets at fair value<br />

Present value <strong>of</strong> defined benefit obligation<br />

Funded status<br />

Unrecognized actuarial gain<br />

net liability in balance sheet<br />

F-166<br />

2005 2004<br />

2005<br />

17,048<br />

( 16,069 )<br />

979<br />

1,132<br />

153<br />

607<br />

2004<br />

13,801<br />

( 13,407 )<br />

394<br />

875<br />

481<br />

75


76<br />

Reconciliation to the balance sheet<br />

The movement in the pension liability is recognized in the balance sheet as follows :<br />

in thousands <strong>of</strong> CHF<br />

Net liability at beginning <strong>of</strong> the year<br />

Liabilities acquired in business combination<br />

Periodic pension cost<br />

Contributions paid<br />

net liability at end <strong>of</strong> the year<br />

2005<br />

481<br />

–<br />

784<br />

( 1,112 )<br />

153<br />

2004<br />

–<br />

241<br />

1,268<br />

( 1,028 )<br />

481<br />

italy<br />

In Italy, an unfunded defined benefit plan exists. The social pension contributions owed by the employer is based on the<br />

number <strong>of</strong> years the respective employee worked with the respective Italian subsidiaries. The amount accrued as per<br />

December 31, 2005 amounted to CHF 8.7 million ( 2004: CHF 8.4 million ). The benefits for the insured Italian employees<br />

have been revalued in 2005 using an independent actuarial valuation, based on a discount rate <strong>of</strong> 4.0 %, an expected<br />

increase in salary <strong>of</strong> 3.0 % and an inflation rate <strong>of</strong> 1.5 %.<br />

other countries<br />

Further smaller pension plans also exist in other countries. For these plans, a total amount <strong>of</strong> CHF 0.9 million was accrued<br />

as <strong>of</strong> December 31, 2005 ( 2004 : CHF 0.6 million ).<br />

Post-employment benefits obligation<br />

in thousands <strong>of</strong> CHF<br />

Switzerland<br />

Italy<br />

Other countries<br />

total<br />

Dufry Annual Report 2005 — Notes to the Consolidated Financial Statements<br />

F-167<br />

2005<br />

153<br />

8,707<br />

844<br />

9,704<br />

2004<br />

–<br />

8,392<br />

569<br />

8,961


23 related Parties and related Party transaCtions<br />

in thousands <strong>of</strong> CHF<br />

related Parties /<br />

shareholders oF dUFry ltd<br />

Advent International Corp ( USA )<br />

Areas SA ( Spain )<br />

Petrus Pte. Ltd ( Singapore )<br />

Witherspoon Investments LLC ( USA )<br />

related Parties /<br />

minority shareholders oF<br />

Dufry International Ltd<br />

Dufrital SpA<br />

Dufry Mexico SA de CV<br />

Duty Free Caribbean ( Holdings ) Ltd<br />

Flagship<br />

Other subsidiaries<br />

other related Parties<br />

total<br />

Dufry Mexico SA de CV operates shops at Mexico City’s Benito Juarez Airport under agreements with Inmobiliaria Fumisa,<br />

SA de CV. Advent International Corporation, the entity that manages the funds that control the Company’s majority<br />

shareholder, Travel Retail Investments SCA, manages other funds that have a 50 % shareholding in Inmobiliaria Fumisa,<br />

SA de CV with the remaining 50 % owned by a co-investor. In addition, three <strong>of</strong> the members <strong>of</strong> the Company’s Board <strong>of</strong><br />

Directors are also directors <strong>of</strong> Inmobiliaria Fumisa, SA de CV. The Mexico City concessions are due to remain in force<br />

until varying dates between 2010 and 2013. Under the agreements, the Company is required to compensate Inmobiliaria<br />

Fumisa, SA de CV through a monthly fixed rental fee. In 2005, total rent paid amounted to CHF 7.8 million ( 2004 : CHF<br />

6.0 million ).<br />

Dufry Annual Report 2005 — Notes to the Consolidated Financial Statements<br />

2005<br />

2004<br />

2005<br />

2004<br />

2005<br />

2004<br />

2005<br />

2004<br />

2005<br />

2004<br />

2005<br />

2004<br />

2005<br />

2004<br />

2005<br />

2004<br />

2005<br />

2004<br />

2005<br />

2004<br />

2005<br />

2004<br />

2005<br />

2004<br />

exPenses<br />

530<br />

–<br />

67<br />

–<br />

67<br />

–<br />

8<br />

–<br />

–<br />

–<br />

29,226<br />

28,826<br />

7,800<br />

6,000<br />

436<br />

–<br />

–<br />

–<br />

2,409<br />

339<br />

215<br />

826<br />

40,758<br />

35,991<br />

F-168<br />

inCome<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

134<br />

916<br />

–<br />

–<br />

4<br />

–<br />

–<br />

–<br />

138<br />

916<br />

amoUnts owed<br />

by related Parties<br />

1,018<br />

–<br />

339<br />

–<br />

226<br />

–<br />

32<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

1,768<br />

–<br />

–<br />

–<br />

966<br />

766<br />

–<br />

979<br />

4,349<br />

1,745<br />

amoUnts owed<br />

to related Parties<br />

–<br />

68,300<br />

–<br />

15,000<br />

–<br />

15,000<br />

–<br />

1,700<br />

–<br />

8,494<br />

3,481<br />

4,086<br />

4,904<br />

614<br />

5,721<br />

4,149<br />

–<br />

1,189<br />

171<br />

485<br />

196<br />

1,569<br />

14,473<br />

120,586<br />

77


78<br />

Dufrital SpA is one <strong>of</strong> the major subsidiaries in Italy. Dufrital SpA operates duty-free and duty-paid shops in Milan’s<br />

Malpensa and Linate airports. These shops are operated under agreements with Milan’s airport authority, the Societa<br />

Esercizi Aeroportuali SpA, which holds a 40 % interest in Dufrital SpA. Dufrital SpA is required to compensate the airport<br />

authority through concession fees based on turnover with a minimum annual guaranteed amount. In 2005, the total<br />

amounts paid amounted to CHF 29.3 million ( 2004: CHF 28.8 million ).<br />

In addition to his employment relationship with the Group, Mr. Dante Marro, the Chief Operating Officer for Region Europe<br />

and member <strong>of</strong> the Group Executive Committee, acting through GSA Srl Gestione Spazi Attrezzati ( ‘GSAS’ ), was<br />

granted rights <strong>of</strong> usufruct over 10% <strong>of</strong> the Company‘s shareholding in both its 60 % majority owned operating subsidiary<br />

Dufrital SpA and its wholly owned subsidiary Dufry Shop Finance Ltd Srl in 2002. The rights <strong>of</strong> usufruct granted to GSAS,<br />

which will expire at the latest on December 31, 2020, permit it to enjoy the benefits <strong>of</strong> share ownership, including the<br />

receipt <strong>of</strong> dividends, even though the shares remain vested in a subsidiary. Upon expiration <strong>of</strong> the rights <strong>of</strong> usufruct,<br />

provided that the total pr<strong>of</strong>its <strong>of</strong> the aforementioned companies shall not have been declared as dividends, GSAS shall<br />

be entitled to receive 65 and 10 %, respectively, <strong>of</strong> all withheld pr<strong>of</strong>its accumulated as reserves on the balance sheets <strong>of</strong><br />

Dufrital SpA and Dufry Shop Finance Ltd Srl as at December 31, 2020. In 2005, the amount paid amounted to CHF 0.2<br />

million ( 2004 : CHF 0.5 million ).<br />

Further, the former owners <strong>of</strong> the Dufry Travel Retail business have agreed with the Group to assume the obligations<br />

and liabilities with respect to any claims against the Group by Mr Dante Marro arising from certain stock and other rights<br />

claimed by him which originate prior to the acquisition <strong>of</strong> 75 % <strong>of</strong> the Dufry Travel Retail business by Dufry Ltd in March<br />

2004, except for claims relating to his current employment relationship, the aforementioned rights <strong>of</strong> usufruct and any<br />

claims that may arise against the Group as and from March 2004.<br />

In addition to his employment relationship with the Group, Mr Jose Gonzalez, the Chief Operating Officer for Region<br />

Americas & Caribbean and member <strong>of</strong> the Group Executive Committee, owns 26.3% <strong>of</strong> the share capital <strong>of</strong> the subsidiary<br />

Puerto Libre International SA ( ‘PLISA’ ). PLISA operates the Group’s concessions at Managua Airport, Nicaragua and its<br />

Nicaraguan border shops.<br />

Compensations paid out to key management personnel <strong>of</strong> the Group were made as follows :<br />

in thousands <strong>of</strong> CHF<br />

Short-term employee benefits<br />

Post-employment pension and other benefits<br />

In addition, Dufry granted a bonus <strong>of</strong> CHF 3.2 million to certain members <strong>of</strong> key management upon completion <strong>of</strong> the<br />

initial public <strong>of</strong>fering.<br />

Dufry Annual Report 2005 — Notes to the Consolidated Financial Statements<br />

F-169<br />

2005<br />

4,015<br />

496<br />

2004<br />

3,396<br />

525


24 PrinCiPal ForeiGn exChanGe rates aPPlied For ValUation and translation<br />

in CHF<br />

1 USD<br />

1 EUR<br />

100 AED<br />

100 MXN<br />

100 SGD<br />

aVeraGe rates<br />

1.2454<br />

1.5484<br />

33.904<br />

11.433<br />

74.853<br />

Dufry Annual Report 2005 — Notes to the Consolidated Financial Statements<br />

31. 12. 05 31. 12. 04<br />

ClosinG rates<br />

1.3125<br />

1.5575<br />

35.730<br />

12.190<br />

78.760<br />

F-170<br />

aVeraGe rates<br />

1.2423<br />

1.5436<br />

33.821<br />

10.968<br />

73.515<br />

ClosinG rates<br />

1.1325<br />

1.5425<br />

30.802<br />

10.120<br />

69.300<br />

79


80<br />

25 seGment inFormation<br />

The Group’s risks and returns are predominantly affected by the fact that it operates in different countries. Therefore, the<br />

Group reports segmental information in its financial statements in the same way as it does internally to senior management,<br />

i. e. using geographical areas as its primary segments.<br />

There is only one business segment, travel retail. The wholesale and the vending machine business <strong>of</strong> the previous<br />

owner <strong>of</strong> the Dufry Group were not part <strong>of</strong> the acquisition and are therefore no longer with the Group.<br />

The geographical segments reported are broken down as follows : Europe ( incl. headquarters), Africa, Eurasia & Asia<br />

and Americas & Caribbean.<br />

in thousands <strong>of</strong> CHF<br />

eUroPe aFriCa<br />

Years ended December 31 2005<br />

2004<br />

2005<br />

Net sales – third parties<br />

327,513 269,727 127,919<br />

Net sales – intercompanies<br />

96,523 63,907<br />

–<br />

net sales<br />

424,036 333,634 127,919<br />

Advertising income<br />

turnover<br />

earnings before interest and taxes ( ebit )<br />

Financial expenses<br />

Financial income<br />

Income from associates<br />

Income taxes<br />

net earninGs<br />

Equity holders <strong>of</strong> the parent<br />

Minority interest<br />

Segment assets<br />

Unallocated corporate assets<br />

total assets<br />

Segment liabilities<br />

Unallocated corporate liabilities<br />

total liabilities<br />

Capital expenditure<br />

Depreciation and amortization<br />

Non-cash result other than depreciation<br />

Number <strong>of</strong> full time equivalents (as per December 31)<br />

Dufry Annual Report 2005 — Notes to the Consolidated Financial Statements<br />

F-171<br />

11,469<br />

435,505<br />

28,251<br />

339,911<br />

131,360<br />

18,877<br />

6,532<br />

7,242<br />

995<br />

8,049<br />

341,683<br />

5,797<br />

330,059<br />

108,275<br />

5,242<br />

5,392<br />

7,515<br />

907<br />

138<br />

128,057<br />

10,105<br />

78,397<br />

38,863<br />

3,614<br />

5,994<br />

1,696<br />

667<br />

2004<br />

105,359<br />

–<br />

105,359<br />

77<br />

105,436<br />

4,838<br />

82,247<br />

42,520<br />

4,120<br />

5,189<br />

1,697<br />

619


eUrasia & asia ameriCas & Caribbean eliminations total<br />

2005<br />

149,941<br />

63<br />

150,004<br />

1,361<br />

151,365<br />

9,762<br />

76,142<br />

23,343<br />

4,558<br />

3,578<br />

1,884<br />

640<br />

2004<br />

113,571<br />

366<br />

113,937<br />

1,035<br />

114,972<br />

11,037<br />

57,183<br />

20,886<br />

2,073<br />

2,403<br />

93<br />

723<br />

2005<br />

327,519<br />

–<br />

327,519<br />

4,059<br />

331,578<br />

26,657<br />

310,684<br />

100,896<br />

72,013<br />

7,561<br />

1,924<br />

2,117<br />

Dufry Annual Report 2005 — Notes to the Consolidated Financial Statements<br />

2004<br />

233,684<br />

–<br />

233,684<br />

3,010<br />

236,694<br />

21,661<br />

164,732<br />

38,033<br />

6,823<br />

5,795<br />

15,169<br />

1,701<br />

2005<br />

–<br />

( 96,586 )<br />

( 96,586 )<br />

( 89 )<br />

( 96,675 )<br />

( 3,300 )<br />

(140,017)<br />

(58,227)<br />

F-172<br />

–<br />

–<br />

–<br />

–<br />

2004<br />

–<br />

( 64,273 )<br />

( 64,273 )<br />

–<br />

( 64,273 )<br />

( 111 )<br />

(111,425)<br />

(39,031)<br />

–<br />

–<br />

–<br />

–<br />

2005<br />

932,892<br />

–<br />

932,892<br />

16,938<br />

949,830<br />

71,475<br />

( 15,069 )<br />

9,321<br />

398<br />

( 13,439 )<br />

52,686<br />

41,560<br />

11,126<br />

665,117<br />

165,973<br />

831,090<br />

236,235<br />

148,819<br />

385,054<br />

99,062<br />

23,665<br />

12,746<br />

4,419<br />

2004<br />

722,341<br />

–<br />

722,341<br />

12,171<br />

734,512<br />

43,222<br />

( 10,209 )<br />

5,415<br />

1,630<br />

( 11,685 )<br />

28,373<br />

15,113<br />

13,260<br />

522,796<br />

19,001<br />

541,797<br />

170,683<br />

231,592<br />

402,275<br />

18,258<br />

18,779<br />

24,474<br />

3,950<br />

81


82<br />

26 earninGs Per share<br />

Basic<br />

Basic earnings per share are calculated by dividing the net earnings attributable to equity holders <strong>of</strong> the parent by the<br />

weighted average number <strong>of</strong> shares outstanding during the year. The calculation <strong>of</strong> earnings per share for all periods<br />

presented has been adjusted to include the impact <strong>of</strong> the share split as <strong>of</strong> November 17, 2005 ( see note 30 for a detailed<br />

description <strong>of</strong> the share split ).<br />

in thousands <strong>of</strong> CHF<br />

Net earnings attributable to equity holders <strong>of</strong> the parent<br />

Weighted average number <strong>of</strong> ordinary shares outstanding<br />

Basic earnings per share in CHF<br />

Dufry Annual Report 2005 — Notes to the Consolidated Financial Statements<br />

2005<br />

41,560<br />

10,454<br />

3.98<br />

2004<br />

15,113<br />

7,773<br />

1.94<br />

Diluted<br />

Diluted earnings per share is calculated adjusting the weighted average number <strong>of</strong> ordinary shares outstanding to<br />

assume conversion <strong>of</strong> all dilutive potential ordinary shares. The Company has no categories <strong>of</strong> dilutive potential ordinary<br />

shares in the reporting period. Hence the diluted earnings per share are the same as basic earnings per share.<br />

F-173


27 nUmber oF retail shoP ConCessions<br />

Dufry companies enter into arrangements with airports, seaports, railway stations and other areas to operate shops,<br />

which sell part or the total <strong>of</strong> the product-range mentioned in note 1. Most <strong>of</strong> the concession providers are public or<br />

semi-public owned companies. Such shop concession arrangements involve the concession providers conveying for the<br />

period <strong>of</strong> the concession to Dufry shops acting as operators the right to sell a predefined assortment <strong>of</strong> products to a<br />

traveling public.<br />

The arrangements typically define :<br />

— the duration<br />

— the nature <strong>of</strong> remuneration<br />

— the assortment <strong>of</strong> products to be sold<br />

— the location<br />

They may encompass one or several shops and are awarded in a public tender or in a negotiated deal. The depreciation<br />

<strong>of</strong> the tangible assets in such operations is done over the economic life or the duration <strong>of</strong> the arrangement, whatever<br />

is shorter. In such cases where the remuneration is defined in form <strong>of</strong> a guaranteed minimum, such arrangement may<br />

fulfill the definition <strong>of</strong> an onerous contract. In such instance, the discounted net future cash flow is assessed and provisioned.<br />

Actually, no concession agreements are provisioned.<br />

Dufry Group operates 320 retail shops in 29 countries at year-end. They operate under the following concession schemes<br />

in force in the following years including extension :<br />

Total number <strong>of</strong> shops<br />

with concession agreements existing in :<br />

<strong>of</strong> which fixed fees and /<br />

or proportional fees 1<br />

<strong>of</strong> which proportional fees to sales<br />

<strong>of</strong> which fixed fees<br />

320<br />

163<br />

97<br />

60<br />

Dufry Annual Report 2005 — Notes to the Consolidated Financial Statements<br />

2006 2007 2008 2009 2010 2011+<br />

1 There are two possible combinations: a ) the agreement includes a fixed fee and additionally proportional fees to sales, or b ) the higher <strong>of</strong> a fixed fee or<br />

proportional fee.<br />

292<br />

150<br />

90<br />

52<br />

F-174<br />

262<br />

140<br />

74<br />

48<br />

235<br />

119<br />

72<br />

44<br />

223<br />

109<br />

70<br />

44<br />

185<br />

86<br />

70<br />

29<br />

83


84<br />

28 aCqUisition oF sUbsidiaries<br />

At the end <strong>of</strong> February 2004, the Company acquired 75 % <strong>of</strong> the shares <strong>of</strong> Dufry International Ltd and Dufry Investment<br />

Ltd for a consideration <strong>of</strong> CHF 145.8 million and USD 7.5 million. The acquired business contributed turnover <strong>of</strong> CHF<br />

734.5 million for the period March 1, 2004 to December 31, 2004. If the acquisition had occurred on January 1, 2004 Group<br />

turnover would have been CHF 850.5 million and the earnings before interest and taxes ( EBIT ) CHF 48.6 million. Details<br />

<strong>of</strong> net assets acquired and goodwill are listed below.<br />

Purchase consideration<br />

in thousands <strong>of</strong> CHF<br />

Consideration in CHF<br />

Consideration in USD<br />

Total purchase consideration<br />

Fair value <strong>of</strong> net assets acquired<br />

Goodwill<br />

The assets and liabilities arising from the acquisition are as follows :<br />

Fair value <strong>of</strong> acquired assets and liabilities<br />

in thousands <strong>of</strong> CHF<br />

Cash and cash equivalents<br />

Other accounts receivable<br />

Inventories<br />

Other assets<br />

Concession rights<br />

Brands<br />

Non-current assets<br />

assets<br />

Trade payables<br />

Financial debt<br />

Other accounts payable<br />

Deferred tax liabilities<br />

Provisions<br />

Minority interest<br />

Equity<br />

liabilities and eqUity<br />

Net assets<br />

Minority interest (25 %)<br />

Net assets acquired<br />

Purchase consideration settled in cash<br />

Cash and cash equivalents<br />

in subsidiaries acquired<br />

Cash outflow on acquisition<br />

Dufry Annual Report 2005 — Notes to the Consolidated Financial Statements<br />

F-175<br />

Fair ValUe<br />

2004<br />

48,602<br />

60,290<br />

127,365<br />

20,652<br />

189,843<br />

38,049<br />

41,215<br />

526,016<br />

61,588<br />

114,666<br />

90,494<br />

42,172<br />

23,437<br />

32,642<br />

161,017<br />

526,016<br />

161,017<br />

40,254<br />

120,763<br />

155,180<br />

48,602<br />

106,578<br />

2004<br />

145,<strong>750</strong><br />

9,430<br />

155,180<br />

120,763<br />

34,417<br />

CarryinG<br />

amoUnt<br />

48,602<br />

60,290<br />

127,365<br />

20,652<br />

46,214<br />

–<br />

41,215<br />

344,338<br />

61,588<br />

114,666<br />

90,494<br />

2,456<br />

23,437<br />

3,891<br />

47,806<br />

344,338


Purchase <strong>of</strong> the minority share <strong>of</strong> dufry international ltd and dufry investment ltd<br />

On July 25, 2005, Dufry acquired the remaining 25 % <strong>of</strong> the shares <strong>of</strong> Dufry International Ltd and Dufry Investment Ltd for<br />

a first consideration <strong>of</strong> CHF 90.0 million. On November 14, 2005, Dufry Ltd agreed to pay an additional and final consideration<br />

to the former shareholders in relation to the above mentioned acquisition that brought the total consideration to<br />

CHF 128.0 million. This transaction generated a goodwill <strong>of</strong> CHF 80.2 million in accordance with the parent entity extension<br />

method. In addition, a non-compete agreement was recognized in the amount <strong>of</strong> CHF 1.8 million.<br />

Purchase <strong>of</strong> the subsidiaries <strong>of</strong> young Caribbean Jewellery ltd<br />

With effective date October 1, 2005, the Group increased through the Duty Free Caribbean Group its investment in eight<br />

subsidiaries <strong>of</strong> Young Caribbean Jewellery Company Ltd from 50 % to 100 % for a net purchase consideration <strong>of</strong> USD 12.0<br />

million. The majority <strong>of</strong> the payments to settle the acquisition are due in 2006.<br />

The fair values <strong>of</strong> the assets and liabilities acquired were broken down to the following positions: The assets and liabilities<br />

related mainly to inventories ( USD 13.4 million ), accounts payable ( USD 7.9 million ), and loans payable ( USD 2.8<br />

million ). The net cash position amounted to USD 0.6 million owed to banks as a short-term bank overdraft. The turnover<br />

and net earnings recognized in the consolidated income statement ending December 31, 2005 from the acquired entities<br />

amounts to CHF 10.6 million and CHF 1.1 million respectively. The total <strong>of</strong> all net assets acquired had a fair value <strong>of</strong><br />

USD 2.1 million. As such, the goodwill recognized to generate synergies between the acquired and the existing business<br />

amounted to USD 9.9 million.<br />

29 disPosal oF sUbsidiaries and other inFormation<br />

On December 15, 2005, Dufry International Ltd sold its 66 % shares in Phillip, OOO in Kaliningrad. The net assets <strong>of</strong> this<br />

company amounted to minus CHF 0.6 million. At the time <strong>of</strong> sale the net cash disposed <strong>of</strong> amounted to CHF 0.3 million.<br />

The transaction generated a net gain on sale <strong>of</strong> subsidiary <strong>of</strong> CHF 0.5 million.<br />

On October 22, 2005, a tropical hurricane devastated certain assets <strong>of</strong> the Group in the area <strong>of</strong> Cancun and Cozumel. The<br />

Group’s inventories and tangible assets were severely damaged and the business was interrupted. Claims have been<br />

filed with the respective insurers to compensate for the losses incurred. This event had no material effects on the income<br />

for the current year.<br />

30 eqUity<br />

Outstanding share capital<br />

As <strong>of</strong> January 1, 2005, the share capital was made up <strong>of</strong> 4.5 million registered shares with a nominal value <strong>of</strong> CHF 10<br />

each. On July 25, 2005, additional 1.5 million registered shares with a nominal value <strong>of</strong> CHF 10 each were issued. The<br />

capital increase included a cash contribution <strong>of</strong> CHF 75.3 million and a debt-to-equity swap <strong>of</strong> CHF 60.0 million. On November<br />

17, 2005, each share with a nominal value <strong>of</strong> CHF 10 was split into two shares, each with a nominal value <strong>of</strong> CHF<br />

5. On December 5, 2005, for purposes <strong>of</strong> the initial public <strong>of</strong>fering ( IPO ), additional 2,062,500 shares were issued, each<br />

with a nominal value <strong>of</strong> CHF 5. These transactions led to a share capital <strong>of</strong> CHF 70.3 million with 14,062,500 outstanding<br />

shares, each with a nominal value <strong>of</strong> CHF 5 as <strong>of</strong> December 31, 2005.<br />

Proceeds from initial public <strong>of</strong>fering ( IPO )<br />

In December 2005, the Company completed an initial public <strong>of</strong>fering (IPO) <strong>of</strong> 2,062,500 ordinary shares <strong>of</strong>fered at CHF<br />

80 per share. The public <strong>of</strong>fer was fully subscribed and resulted in gross proceeds <strong>of</strong> CHF 165.0 million. The Company<br />

incurred CHF 20.1 million on directly attributable equity transaction costs and the resultant net proceeds from IPO, net<br />

<strong>of</strong> a deferred tax credit <strong>of</strong> CHF 1.6 million, were CHF 146.5 million.<br />

Authorized and conditional share capital<br />

As per Dufry Ltd’s extraordinary shareholders meeting <strong>of</strong> November 17, 2005, an authorized capital <strong>of</strong> CHF 20.5 million<br />

and a conditional capital in the maximum amount <strong>of</strong> CHF 7.5 million were created. During the Board <strong>of</strong> Directors meet-<br />

Dufry Annual Report 2005 — Notes to the Consolidated Financial Statements<br />

F-176<br />

85


86<br />

ing from December 5, 2005, it was decided to use CHF 10.3 million <strong>of</strong> the authorized capital and to increase Dufry Ltd’s<br />

share capital by that amount.<br />

Total recognized income and expenses for the period<br />

Total recognized income and expenses for the period amounted to CHF 70.6 million in 2005 and CHF 14.4 million in 2004.<br />

Of these amounts CHF 53.8 million and CHF 5.7 million respectively were attributable to equity holders <strong>of</strong> the parent.<br />

31 eVents aFter the balanCe sheet date<br />

Acquisition <strong>of</strong> Brasif<br />

On March 17, 2006, Dufry signed a binding agreement to acquire 80 % <strong>of</strong> the travel retail business <strong>of</strong> Brasif and its logistics<br />

platform Eurotrade for a total consideration <strong>of</strong> USD 400 million. Brasif is the leading duty free operator in Brazil and<br />

operates 51 shops with close to 1,500 employees. The remaining 20 % will be acquired by certain funds managed by the<br />

main shareholder <strong>of</strong> Dufry, Advent International Corporation.<br />

Dufry’s 80 % stake in this acquisition shall be fully financed through a structured bank financing which shall also provide<br />

Dufry with additional means for further expansion and growth. The transaction closed on March 23, 2006.<br />

Duty Free Caribbean Group<br />

As <strong>of</strong> February 2, 2006, Dufry signed an agreement to acquire an additional 4.6 % shares <strong>of</strong> Duty Free Carribean ( Holdings<br />

) Ltd ( ‘DFC’ ) for a price <strong>of</strong> USD 5.5 million. Dufry also subscribed the sum <strong>of</strong> USD 13.0 million toward the issuance <strong>of</strong><br />

additional shares <strong>of</strong> DFC. These transactions will result in Dufry owning 60 % <strong>of</strong> DFC ( 50 % as <strong>of</strong> December 31, 2005 ).<br />

The minority shareholder has an option up to December 31, 2007 to sell to the stock market 20 % <strong>of</strong> the share capital <strong>of</strong><br />

the Duty Free Caribbean (Holdings) Ltd or, in the event that the company shall not be publicly traded on December 31,<br />

2007 has an option to sell to the Dufry Group up to 20 % <strong>of</strong> the share capital <strong>of</strong> the company for a total price based on<br />

a valuation <strong>of</strong> a multiple <strong>of</strong> earnings before interest, taxes, depreciation and amortization ( EBITDA ) minus net interest<br />

bearing debt.<br />

Restricted Stock Unit Plan (RSU)<br />

Dufry plans to implement a restricted stock unit plan for certain members <strong>of</strong> the Group’s management.<br />

Under the RSU plan, the Company plans to grant to the participants in 2006 a right to receive on the second anniversary<br />

<strong>of</strong> the IPO, free <strong>of</strong> charge, up to approximately 58,000 shares in the aggregate, based upon the <strong>of</strong>fer Price per share <strong>of</strong><br />

CHF 80.<br />

In addition, the Company plans to grant to the RSU plan participants, on the date <strong>of</strong> the first anniversary <strong>of</strong> the IPO, a<br />

right to receive, free <strong>of</strong> charge, on the second anniversary <strong>of</strong> the IPO such numbers <strong>of</strong> shares in the aggregate based on<br />

the price per share then prevailing in order to provide for the incentives discussed below.<br />

The rights granted in 2006 will vest on the first anniversary <strong>of</strong> the <strong>of</strong>fering, on December 6, 2006. The rights granted on<br />

the first anniversary <strong>of</strong> the <strong>of</strong>fering will vest on the second anniversary <strong>of</strong> the <strong>of</strong>fering, provided that the share price at<br />

the date <strong>of</strong> each vesting is equal to or higher than 101 % <strong>of</strong> the share price at the <strong>of</strong>fering or at the grant date. If such<br />

average price per share at the respective vesting dates is below the level <strong>of</strong> 101 % <strong>of</strong> the share price at grant, no rights<br />

will vest and no shares will be allocated.<br />

Initial public <strong>of</strong>fering ( IPO ) Employee Share-based plan<br />

In connection with the IPO, Dufry plans to adopt a ‘phantom’-share based plan for employees <strong>of</strong> the Group. Under this<br />

plan, the Company intents to grant, free <strong>of</strong> charge, a certificate to each employee that represents the right to receive<br />

from the Company as and from the first anniversary <strong>of</strong> the completion <strong>of</strong> the <strong>of</strong>fering a cash amount equivalent to the<br />

price <strong>of</strong> a share at the date <strong>of</strong> the transfer <strong>of</strong> the certificate to the Company. However, the holder will not have voting,<br />

dividend or other shareholder rights.<br />

Dufry Annual Report 2005 — Notes to the Consolidated Financial Statements<br />

F-177


most imPortant GroUP ComPanies<br />

as <strong>of</strong> December 31, 2005<br />

eUroPe<br />

dufry ltd<br />

Dufry Investment Ltd<br />

Dufry International Ltd<br />

Dufry Travel Retail Ltd<br />

Dufry Basel-Mulhouse Ltd<br />

Dufry Samnaun Ltd<br />

Dufrital SpA<br />

Cid Italia SpA<br />

Dufry Free Shop SpA<br />

Dufry Duty Free Italia Srl<br />

Air Shop S. r. l.<br />

Dufry Shop Finance Ltd Srl<br />

Dufry France SA<br />

Dufry Paris SAS<br />

Food Village ( Schiphol ) BV<br />

Dufry Hellas Ltd<br />

aFriCa<br />

Dufry Tunisie SA<br />

Dufry Maroc SARL<br />

Dufry & G. T. D. C. Ltd<br />

asia & eUrasia<br />

Dufry East OOO<br />

Dufry Eurasia FZE<br />

Dufry Sharjah Ltd<br />

Dufry Singapore Pte Ltd<br />

Dufry Cambodia Ltd<br />

ameriCas & Caribbean<br />

Dufry America, Inc.<br />

Dufry America Services, Inc.<br />

Dufry Houston DF & Retail Part.<br />

Dufry Newark Inc.<br />

Dufry New York Retail Partnership<br />

Dufry Mexico SA de CV<br />

Dufry Yucatan SA de CV<br />

Dufry Frontera SA de CV<br />

Dufry Aruba N. V.<br />

Dufry Trinidad Ltd<br />

Inversiones TUNC, SA<br />

Flagship Retail Services Inc<br />

Duty Free Caribbean Group 1<br />

1 Duty Free Caribbean Group consists <strong>of</strong> 16 operational subsidiaries in the Caribbean.<br />

Dufry Annual Report 2005 — Most important group companies<br />

loCation<br />

Basel<br />

Basel<br />

Basel<br />

Basel<br />

Basel / Mulhouse<br />

Samnaun<br />

Milan<br />

Milan<br />

Milan<br />

Milan<br />

Milan<br />

Milan<br />

Paris<br />

Paris<br />

Amsterdam<br />

Athens<br />

Tunis<br />

Casablanca<br />

Accra-North<br />

Moscow<br />

Sharjah<br />

Sharjah<br />

Singapore<br />

Phnom Pen<br />

Miami<br />

Miami<br />

Houston<br />

Newark<br />

New York<br />

Mexico DF<br />

Mexico DF<br />

Monterrey<br />

Oranjestad<br />

Port <strong>of</strong> Spain<br />

Santo Domingo<br />

Charlestown<br />

Bridgetown<br />

CoUntry<br />

Switzerland<br />

Switzerland<br />

Switzerland<br />

Switzerland<br />

Switzerland<br />

Switzerland<br />

Italy<br />

Italy<br />

Italy<br />

Italy<br />

Italy<br />

Italy<br />

France<br />

France<br />

Netherlands<br />

Greece<br />

Tunisia<br />

Morocco<br />

Ghana<br />

Russia<br />

U. A. Emirates<br />

U. A. Emirates<br />

Singapore<br />

Cambodia<br />

USA<br />

USA<br />

USA<br />

USA<br />

USA<br />

Mexico<br />

Mexico<br />

Mexico<br />

Aruba<br />

Trinidad<br />

Dominican Republic<br />

St. Kitts & Nevis<br />

Barbados<br />

F-178<br />

ownershiP<br />

2005<br />

in %<br />

n / a<br />

100<br />

100<br />

100<br />

100<br />

100<br />

60<br />

60<br />

100<br />

100<br />

60<br />

100<br />

100<br />

100<br />

60<br />

100<br />

100<br />

80<br />

63<br />

100<br />

100<br />

51<br />

100<br />

100<br />

100<br />

100<br />

75<br />

100<br />

88<br />

100<br />

100<br />

100<br />

80<br />

60<br />

100<br />

100<br />

50<br />

CUrrenCy<br />

CHF<br />

CHF<br />

CHF<br />

CHF<br />

CHF<br />

CHF<br />

EUR<br />

EUR<br />

EUR<br />

EUR<br />

EUR<br />

EUR<br />

EUR<br />

EUR<br />

EUR<br />

EUR<br />

EUR<br />

MAD<br />

USD<br />

USD<br />

AED<br />

AED<br />

SGD<br />

USD<br />

USD<br />

USD<br />

USD<br />

USD<br />

USD<br />

MXN<br />

MXN<br />

MXN<br />

USD<br />

USD<br />

USD<br />

USD<br />

USD<br />

share CaPital 2005<br />

in thoUsands<br />

70,313<br />

1,000<br />

1,000<br />

5,000<br />

100<br />

100<br />

258<br />

208<br />

251<br />

10<br />

10<br />

10<br />

1,000<br />

400<br />

681<br />

147<br />

2,300<br />

2,500<br />

413<br />

712<br />

350<br />

2,054<br />

13,300<br />

1,231<br />

5<br />

398<br />

1<br />

1,501<br />

1,208<br />

129,069<br />

7,550<br />

50,00<br />

1,000<br />

392<br />

0<br />

0<br />

14,000<br />

87


88<br />

To the General Meeting <strong>of</strong><br />

Dufry Ltd, Basel<br />

Basel, April 19, 2006<br />

Report <strong>of</strong> the group auditors<br />

� Ernst & Young Ltd<br />

Assurance & Advisory<br />

Business Services<br />

Aeschengraben 9<br />

P.O. Box<br />

CH-4002 Basel<br />

� Offices in Aarau, Baden, Basel, Berne, Geneva, Lausanne, Lucerne, Lugano, St.Gallen, Zug, Zurich.<br />

Member <strong>of</strong> the Swiss Chamber <strong>of</strong> Auditors.<br />

� Phone +41 58 286 86 86<br />

Fax +41 58 286 86 00<br />

www.ey.com/ch<br />

As auditors <strong>of</strong> the group, we have audited the consolidated financial statements (balance sheet,<br />

income statement, statement <strong>of</strong> cash flows, statement <strong>of</strong> changes in equity and notes / pages 44<br />

to 87) <strong>of</strong> Dufry Ltd for the year ended December 31, 2005. Certain financial statements <strong>of</strong> subsidiaries<br />

have been audited by other auditors.<br />

These consolidated financial statements are the responsibility <strong>of</strong> the board <strong>of</strong> directors. Our responsibility<br />

is to express an opinion on these consolidated financial statements based on our<br />

audit. We confirm that we meet the legal requirements concerning pr<strong>of</strong>essional qualification<br />

and independence.<br />

Our audit was conducted in accordance with Swiss Auditing Standards and with the International<br />

Standards on Auditing (ISA), which require that an audit be planned and performed to<br />

obtain reasonable assurance about whether the consolidated financial statements are free from<br />

material misstatement. We have examined on a test basis evidence supporting the amounts and<br />

disclosures in the consolidated financial statements. We have also assessed the accounting principles<br />

used, significant estimates made and the overall consolidated financial statement presentation.<br />

We believe that our audit provides a reasonable basis for our opinion.<br />

In our opinion, the consolidated financial statements give a true and fair view <strong>of</strong> the financial<br />

position, the results <strong>of</strong> operations and the cash flows in accordance with International Financial<br />

Reporting Standards (IFRS) and comply with Swiss law.<br />

We recommend that the consolidated financial statements submitted to you be approved.<br />

Ernst & Young Ltd<br />

Bruno Chiomento Lukas Wehrli<br />

Certified Public Accountant<br />

(in charge <strong>of</strong> the audit)<br />

Swiss Certified Accountant<br />

F-179


(This page has been left blank intentionally.)<br />

F-180


(This page has been left blank intentionally.)<br />

F-181


Dufry <strong>AG</strong>:<br />

Audited Statutory Financial Statements as <strong>of</strong> December 31, 2005.................................................. F-182<br />

Income Statement ...................................................................................................................................... F-183<br />

Balance Sheet............................................................................................................................................. F-184<br />

Notes to the Financial Statements ............................................................................................................ F-185<br />

Appropriation <strong>of</strong> Available Earnings ....................................................................................................... F-187<br />

Report <strong>of</strong> the Statutory Auditors............................................................................................................... F-188<br />

F-182


Financial StatementS DuFry ltD<br />

aS oF December 31, 2005<br />

income Statement<br />

in thousands <strong>of</strong> CHF<br />

Gain from sale <strong>of</strong> investments<br />

Management and franchise fees income<br />

Financial income<br />

total income<br />

Personnel expenses<br />

Amortization<br />

General and administrative expenses<br />

Management and franchise fees expenses<br />

Other expenses<br />

Financial expenses<br />

Taxes<br />

total expenSeS<br />

net income ( net loss )<br />

Dufry Annual Report 2005 — Financial Statements Dufry Ltd<br />

F-183<br />

2005<br />

18,200<br />

4,357<br />

213<br />

22,770<br />

1,740<br />

506<br />

817<br />

1,005<br />

671<br />

1,378<br />

181<br />

6,298<br />

16,472<br />

04. 11. 03<br />

– 31. 12. 04<br />

–<br />

–<br />

28<br />

28<br />

1,560<br />

–<br />

1,283<br />

–<br />

562<br />

1,427<br />

25<br />

4,857<br />

( 4,829 )<br />

89


90<br />

balance Sheet<br />

aSSetS<br />

in thousands <strong>of</strong> CHF<br />

Cash and cash equivalents<br />

Receivables – intercompanies<br />

Receivables – related parties<br />

Receivables – third parties<br />

Other current assets<br />

current assets<br />

Investments<br />

Intangible assets<br />

non-current assets<br />

total aSSetS<br />

liabilitieS anD ShareholDerS’ equity<br />

in thousands <strong>of</strong> CHF<br />

Payables – intercompanies<br />

Payables – third parties<br />

Other current liabilities<br />

current liabilities<br />

Payables – shareholders<br />

Other non-current liabilities<br />

non-current liabilities<br />

total liabilities<br />

Share capital<br />

Share premium<br />

Accumulated losses<br />

Net income ( Net loss )<br />

Shareholders‘ equity<br />

total liabilitieS anD ShareholDerS’ equity<br />

Dufry Annual Report 2005 — Financial Statements Dufry Ltd F-184<br />

31. 12. 05<br />

3,551<br />

108,300<br />

1,616<br />

21<br />

146<br />

113,634<br />

242,397<br />

21,327<br />

263,724<br />

377,358<br />

31. 12. 05<br />

1,822<br />

3,980<br />

10,676<br />

16,478<br />

–<br />

3,937<br />

3,937<br />

20,415<br />

70,313<br />

274,987<br />

( 4,829 )<br />

16,472<br />

356,943<br />

377,358<br />

31. 12. 04<br />

3,467<br />

100<br />

–<br />

9<br />

37<br />

3,613<br />

145,855<br />

–<br />

145,855<br />

149,468<br />

31. 12. 04<br />

6,470<br />

1,472<br />

1,355<br />

9,297<br />

100,000<br />

–<br />

100,000<br />

109,297<br />

45,000<br />

–<br />

–<br />

( 4,829 )<br />

40,171<br />

149,468


noteS to the Financial StatementS<br />

comparativeS<br />

Certain reclassifications to the 2004 financial statements and related notes have been made to conform to the 2005<br />

presentation.<br />

SiGniFicant inveStmentS<br />

in thousands <strong>of</strong> CHF<br />

Dufry international ltd, basel<br />

Book value<br />

Share capital<br />

Ownership ( in % )<br />

Dufry investment ltd, basel<br />

Book value<br />

Share capital<br />

Ownership ( in % )<br />

Dufry management ltd, basel<br />

Book value<br />

Share capital<br />

Ownership ( in % )<br />

31. 12. 05<br />

–<br />

–<br />

–<br />

242,297<br />

1,000<br />

100 %<br />

100<br />

100<br />

100 %<br />

31. 12. 04<br />

145,000<br />

1,000<br />

75 %<br />

<strong>750</strong><br />

1,000<br />

75 %<br />

100<br />

100<br />

100 %<br />

On July 25, 2005, 21 % <strong>of</strong> the investment in Dufry International Ltd was sold to Dufry Investment Ltd, generating a gain<br />

from sale <strong>of</strong> investment <strong>of</strong> CHF 18.2 million and the remaining participation was contributed to the equity <strong>of</strong> Dufry Investment<br />

Ltd.<br />

Guarantee commitment reGarDinG SwiSS value aDDeD tax (vat)<br />

Dufry Ltd forms together with Dufry Travel Retail Ltd, Dufry Investment Ltd, Dufry International Ltd, Dufry Samnaun<br />

Ltd, Dufry Basel-Mulhouse Ltd, Dufry Emirates Ltd and Dufry Management Ltd a tax group for the Swiss Federal Tax<br />

Administration – Main Division VAT. As such, Dufry Ltd is jointly and severally liable for the Value Added Tax owed by the<br />

group.<br />

SiGniFicant ShareholDerS’ participation<br />

As <strong>of</strong> December 31, 2005, Travel Retail Investments SCA, Luxembourg owned 53 % and Areas SA, Barcelona, Spain<br />

owned 18 % <strong>of</strong> the share capital <strong>of</strong> Dufry Ltd.<br />

authorizeD anD conDitional Share capital<br />

As per Dufry Ltd’s extraordinary shareholders meeting <strong>of</strong> November 17, 2005, an authorized capital <strong>of</strong> CHF 20.5 million<br />

and a conditional capital up to a maximum amount <strong>of</strong> CHF 7.5 million were created. During the Board <strong>of</strong> Directors meeting<br />

<strong>of</strong> December 5, 2005, it was decided to use CHF 10.3 million <strong>of</strong> the authorized capital and to increase Dufry Ltd’s<br />

share capital by that amount.<br />

Dufry Annual Report 2005 — Notes to the Financial Statements F-185<br />

91


92<br />

loanS payable-ShareholDerS<br />

in thousands <strong>of</strong> CHF<br />

acquisition debt related parties<br />

Funds managed by Advent International Corp ( USA )<br />

Areas SA ( Spain )<br />

Petrus Pte. Ltd ( Singapore )<br />

Witherspoon Investments LLC ( USA )<br />

total<br />

Subordinated debt related parties<br />

Funds managed by Advent International Corp ( USA )<br />

Areas SA ( Spain )<br />

Petrus Pte. Ltd ( Singapore )<br />

Witherspoon Investments LLC ( USA )<br />

total<br />

Dufry Annual Report 2005 — Notes to the Financial Statements F-186<br />

31. 12. 05<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

31. 12. 04<br />

27,320<br />

6,000<br />

6,000<br />

680<br />

40,000<br />

40,980<br />

9,000<br />

9,000<br />

1,020<br />

60,000


appropriation oF available earninGS<br />

The Board <strong>of</strong> Directors proposes to the Ordinary General Meeting <strong>of</strong> Dufry Ltd the following appropriation <strong>of</strong> available<br />

earnings :<br />

in thousands <strong>of</strong> CHF<br />

Accumulated losses<br />

Net income ( Net loss ) for the year<br />

Available earnings as <strong>of</strong> December 31<br />

Transfer to general legal reserves<br />

to be carried forward<br />

Dufry Annual Report 2005 — Notes to the Financial Statements F-187<br />

31. 12. 05<br />

( 4,829 )<br />

16,472<br />

11,643<br />

( 582 )<br />

11,061<br />

31. 12. 04<br />

–<br />

( 4,829 )<br />

( 4,829 )<br />

–<br />

( 4,829 )<br />

93


94<br />

To the General Meeting <strong>of</strong><br />

Dufry Ltd, Basel<br />

Basel, April 19, 2006<br />

Report <strong>of</strong> the statutory auditors<br />

! Ernst & Young Ltd<br />

Assurance & Advisory<br />

Business Services<br />

Aeschengraben 9<br />

P.O. Box<br />

CH-4002 Basel<br />

! Offices in Aarau, Baden, Basel, Berne, Geneva, Lausanne, Lucerne, Lugano, St.Gallen, Zug, Zurich.<br />

Member <strong>of</strong> the Swiss Chamber <strong>of</strong> Auditors.<br />

! Phone +41 58 286 86 86<br />

Fax +41 58 286 86 00<br />

www.ey.com/ch<br />

As statutory auditors, we have audited the accounting records and the financial statements<br />

(balance sheet, income statement and notes / pages 89 to 93) <strong>of</strong> Dufry Ltd for the year ended<br />

December 31, 2005.<br />

These financial statements are the responsibility <strong>of</strong> the board <strong>of</strong> directors. Our responsibility is<br />

to express an opinion on these financial statements based on our audit. We confirm that we<br />

meet the legal requirements concerning pr<strong>of</strong>essional qualification and independence.<br />

Our audit was conducted in accordance with Swiss Auditing Standards, which require that an<br />

audit be planned and performed to obtain reasonable assurance about whether the financial<br />

statements are free from material misstatement. We have examined on a test basis evidence<br />

supporting the amounts and disclosures in the financial statements. We have also assessed the<br />

accounting principles used, significant estimates made and the overall financial statement<br />

presentation. We believe that our audit provides a reasonable basis for our opinion.<br />

In our opinion, the accounting records and financial statements and the proposed appropriation<br />

<strong>of</strong> available earnings comply with Swiss law and the company’s articles <strong>of</strong> incorporation.<br />

We recommend that the financial statements submitted to you be approved.<br />

Ernst & Young Ltd<br />

Bruno Chiomento Lukas Wehrli<br />

Certified Public Accountant<br />

(in charge <strong>of</strong> the audit)<br />

Swiss Certified Accountant<br />

F-188


(This page has been left blank intentionally.)<br />

F-189


Dufry <strong>AG</strong>:<br />

Unaudited Consolidated Financial Statements for the First Half Year ended June 30, 2008..... F-190<br />

Interim Consolidated Income Statement.................................................................................................. F-191<br />

Interim Consolidated Balance Sheet ........................................................................................................ F-192<br />

Interim Consolidated Cash Flow Statement ............................................................................................ F-193<br />

Interim Consolidated Statement <strong>of</strong> Changes in Equity ........................................................................... F-194<br />

Notes to the Interim Consolidated Financial Statements ........................................................................ F-195<br />

F-190


unAudiTed inTeriM condensed<br />

consolidATed finAnciAl sTATeMenTs<br />

As <strong>of</strong> June 30, 2008<br />

in thousands <strong>of</strong> Chf<br />

Net sales<br />

Advertising income<br />

Turnover<br />

Cost <strong>of</strong> sales<br />

Gross pr<strong>of</strong>iT<br />

6<br />

Selling expenses, net<br />

Personnel expenses<br />

General expenses, net<br />

Depreciation, amortization and impairment<br />

Other operational expenses<br />

Other operational income<br />

Earnings before interest and taxes (EBit)<br />

Interest income<br />

Interest expenses<br />

Foreign exchange gain<br />

Earnings before taxes (EBt)<br />

Income taxes<br />

neT eArninGs<br />

attriButaBlE to:<br />

Equity holders <strong>of</strong> the parent<br />

Minority interest<br />

Earnings pEr sharE attriButaBlE<br />

to Equity holdErs <strong>of</strong> thE parEnt<br />

Basic earnings per share in CHF<br />

Diluted per share in CHF<br />

EBitda (before other operating result)<br />

EBit<br />

DuFry HAlF yEAr rEPOrt 2008<br />

unAudiTed inTeriM condensed<br />

consolidATed finAnciAl sTATeMenTs<br />

inTeriM consolidATed incoMe sTATeMenT<br />

Depreciation, amortization and impairment<br />

EBitda<br />

Other operational expenses<br />

Other operational income<br />

EBitda (before other operational result)<br />

F-191<br />

notE<br />

5<br />

unauditEd<br />

1. 1. – 30. 6. 08<br />

911,535<br />

23,264<br />

934,799<br />

427,031<br />

507,768<br />

196,614<br />

119,394<br />

70,167<br />

33,232<br />

15,850<br />

(6,342)<br />

78,853<br />

3,030<br />

(15,534)<br />

6,393<br />

72,742<br />

17,249<br />

55,493<br />

27,977<br />

27,516<br />

1.99<br />

1.98<br />

78,853<br />

33,232<br />

112,085<br />

15,850<br />

(6,342)<br />

121,593<br />

unauditEd<br />

1. 1. – 30. 6. 07<br />

877,574<br />

19,371<br />

896,945<br />

426,651<br />

470,294<br />

182,831<br />

113,590<br />

67,982<br />

34,352<br />

6,670<br />

(18,936)<br />

83,805<br />

1,397<br />

(20,344)<br />

5,308<br />

70,166<br />

13,194<br />

56,972<br />

35,545<br />

21,427<br />

2.53<br />

2.53<br />

83,805<br />

34,352<br />

118,157<br />

6,670<br />

(18,936)<br />

105,891


inTeriM consolidATed bAlAnce sheeT<br />

AsseTs<br />

in thousands <strong>of</strong> Chf<br />

Cash and cash equivalents<br />

trade and credit card receivables, net<br />

Income tax receivables<br />

Other accounts receivable<br />

Inventories<br />

Current assets<br />

Property, plant and equipment<br />

Intangible assets<br />

Financial investments<br />

Other non-current assets<br />

Deferred tax assets<br />

non-current assets<br />

ToTAl AsseTs<br />

liAbiliTies And shAreholders’ equiTy<br />

in thousands <strong>of</strong> Chf<br />

trade payables<br />

Financial debt, short-term<br />

Income tax payables<br />

Other liabilities<br />

Provisions, short-term<br />

Current liabilities<br />

Financial debt, long-term<br />

Other non-current liabilities<br />

Deferred tax liabilities<br />

Post-employment benefit obligations<br />

Provisions, long-term<br />

non-current liabilities<br />

ToTAl liAbiliTies<br />

Equity attributable to equity holders <strong>of</strong> the parent<br />

Minority interest<br />

total equity<br />

ToTAl liAbiliTies And shAreholders‘ equiTy<br />

DuFry HAlF yEAr rEPOrt 2008<br />

uNAuDItED INtErIM CONDENSED<br />

CONSOlIDAtED FINANCIAl StAtEMENtS<br />

F-192<br />

notE<br />

8<br />

9<br />

10<br />

notE<br />

8, 11<br />

12<br />

8, 11<br />

12<br />

14, 17<br />

7<br />

unauditEd<br />

30. 6. 08<br />

145,255<br />

62,905<br />

7,182<br />

93,657<br />

332,492<br />

641,491<br />

115,962<br />

977,732<br />

52,460<br />

16,074<br />

19,029<br />

1,181,257<br />

1,822,748<br />

unauditEd<br />

30. 6. 08<br />

186,853<br />

129,186<br />

15,413<br />

145,901<br />

4,952<br />

482,305<br />

450,076<br />

7,286<br />

162,762<br />

9,501<br />

3,242<br />

632,867<br />

1,115,172<br />

475,594<br />

231,982<br />

707,576<br />

1,822,748<br />

auditEd<br />

31. 12. 07<br />

125,077<br />

52,026<br />

10,176<br />

79,213<br />

291,443<br />

557,935<br />

128,487<br />

1,052,026<br />

–<br />

16,980<br />

20,986<br />

1,<strong>218</strong>,479<br />

1,776,414<br />

auditEd<br />

31. 12. 07<br />

165,599<br />

16,016<br />

12,719<br />

158,228<br />

10,941<br />

363,503<br />

479,482<br />

8,993<br />

172,927<br />

10,123<br />

3,542<br />

675,067<br />

1,038,570<br />

507,758<br />

230,086<br />

737,844<br />

1,776,414


8 DuFry HAlF yEAr rEPOrt 2008<br />

uNAuDItED INtErIM CONDENSED<br />

CONSOlIDAtED FINANCIAl StAtEMENtS<br />

inTeriM consolidATed cAsh flow sTATeMenT<br />

in thousands <strong>of</strong> Chf<br />

Earnings before taxes (EBt)<br />

adjustmEnts for<br />

Depreciation, amortization and impairment<br />

Other non-cash items<br />

(Decrease) / increase in allowances and provisions<br />

(Gain) / loss on sale <strong>of</strong> property, plant and equipment<br />

Net gain on sale <strong>of</strong> investments<br />

Gain on unrealized foreign exchange differences<br />

Interest expenses<br />

Interest income<br />

Cash flow before working capital changes<br />

Increase in trade and other accounts receivable<br />

Increase in inventories<br />

Increase in trade and other accounts payable<br />

Cash flow generated from operations<br />

Income taxes paid<br />

net cash flows from operating activities<br />

Cash flow from invEsting aCtivitiEs<br />

Sale <strong>of</strong> interests in subsidiaries, net <strong>of</strong> cash<br />

Acquisition <strong>of</strong> subsidiaries, net <strong>of</strong> cash<br />

Purchase <strong>of</strong> financial investments<br />

Purchase <strong>of</strong> intangible assets<br />

Purchase <strong>of</strong> property, plant and equipment<br />

Project developments in progress<br />

Proceeds from sale <strong>of</strong> property, plant and equipment<br />

Interest received<br />

net cash flows from / (used in) investing activities<br />

Cash flow from finanCing aCtivitiEs<br />

Purchase <strong>of</strong> treasury shares<br />

Dividends paid to group shareholders<br />

Dividends paid to minority shareholders<br />

Proceeds from borrowings<br />

repayment <strong>of</strong> borrowings<br />

Proceeds from (repayment <strong>of</strong>) loan<br />

Interest paid<br />

net cash flows from / (used in) financing activities<br />

Currency translation differences<br />

increase (decrease) in cash and cash equivalents<br />

Cash and Cash EquivalEnts at thE<br />

– beginning <strong>of</strong> the period<br />

– end <strong>of</strong> the period<br />

F-193<br />

notE<br />

6<br />

10<br />

15<br />

unauditEd<br />

1. 1. – 30. 6. 08<br />

72,742<br />

33,232<br />

3,867<br />

(1,778)<br />

(28)<br />

–<br />

(10,044)<br />

15,534<br />

(3,030)<br />

110,495<br />

(31,360)<br />

(65,465)<br />

28,524<br />

42,194<br />

(8,932)<br />

33,262<br />

–<br />

(3,200)<br />

(52,430)<br />

(11,648)<br />

(15,413)<br />

(3,069)<br />

1,853<br />

3,020<br />

(80,887)<br />

(4,212)<br />

(14,063)<br />

(11,297)<br />

120,486<br />

(7,092)<br />

3,320<br />

(13,757)<br />

73,385<br />

(5,582)<br />

20,178<br />

125,077<br />

145,255<br />

unauditEd<br />

1. 1. – 30. 6. 07<br />

70,166<br />

34,352<br />

2,755<br />

2,225<br />

29<br />

(17,013)<br />

(5,752)<br />

(1,396)<br />

20,362<br />

105,728<br />

(26,571)<br />

(49,152)<br />

31,592<br />

61,597<br />

(13,173)<br />

48,424<br />

64,745<br />

–<br />

–<br />

(4,187)<br />

(25,765)<br />

–<br />

1,185<br />

1,381<br />

37,359<br />

(7,885)<br />

(14,063)<br />

(6,619)<br />

5,341<br />

(72,952)<br />

(351)<br />

(20,555)<br />

(117,084)<br />

7,808<br />

(23,493)<br />

102,390<br />

78,897


inTeriM consolidATed sTATeMenT <strong>of</strong> chAnGes in equiTy<br />

in thousands <strong>of</strong> Chf<br />

Balance as <strong>of</strong> 1.1.07<br />

Currency translation differences<br />

Net gain on hedge <strong>of</strong> investment<br />

total income and expense for the period<br />

recognized directly in equity<br />

Net earnings<br />

total income and expense for the period<br />

Purchase <strong>of</strong> treasury shares<br />

Share-based payment<br />

Changes in participation <strong>of</strong> minority<br />

interests<br />

Dividends to shareholders<br />

Dividends to minority interests<br />

Balance as <strong>of</strong> 30.6.07<br />

Balance as <strong>of</strong> 1.1.08<br />

Currency translation differences<br />

Net gain on hedge <strong>of</strong> investment<br />

total income and expense for the period<br />

recognized directly in equity<br />

Net earnings<br />

total income and expense for the period<br />

Purchase <strong>of</strong> treasury shares<br />

Distribution <strong>of</strong> treasury shares<br />

Share-based payment<br />

Changes in participation <strong>of</strong> minority<br />

interests<br />

Dividends to shareholders<br />

Dividends to minority interests<br />

Balance as <strong>of</strong> 30.6.08<br />

sharE<br />

Capital<br />

70,313<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

70,313<br />

70,313<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

sharE<br />

prEmium<br />

256,514<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

256,514<br />

256,514<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

– –<br />

– –<br />

– –<br />

70,313 256,514<br />

DuFry HAlF yEAr rEPOrt 2008<br />

uNAuDItED INtErIM CONDENSED<br />

CONSOlIDAtED FINANCIAl StAtEMENtS<br />

attriButaBlE to Equity holdErs <strong>of</strong> thE parEnt<br />

trEasury<br />

sharEs<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

(7,885)<br />

–<br />

–<br />

–<br />

(7,885)<br />

(13,107)<br />

–<br />

–<br />

–<br />

(4,212)<br />

13,107<br />

–<br />

translation<br />

rEsErvEs<br />

(11,540)<br />

7,860<br />

(2,870)<br />

4,990<br />

–<br />

4,990<br />

–<br />

rEtainEd<br />

Ear nings<br />

166,837<br />

–<br />

–<br />

–<br />

35,545<br />

35,545<br />

2,755<br />

233,336<br />

–<br />

–<br />

–<br />

27,977<br />

27,977<br />

–<br />

(13,107)<br />

3,713<br />

total<br />

482,124<br />

7,860<br />

(2,870)<br />

4,990<br />

35,545<br />

40,535<br />

(7,885)<br />

2,755<br />

– – –<br />

(14,063) (14,063)<br />

– – –<br />

(6,550) 191,074 503,466<br />

(39,298)<br />

(71,405)<br />

25,826<br />

(45,579)<br />

– –<br />

– (45,579)<br />

–<br />

–<br />

–<br />

507,758<br />

(71,405)<br />

25,826<br />

(45,579)<br />

27,977<br />

(17,602)<br />

(4,212)<br />

–<br />

3,713<br />

– – – –<br />

– – (14,063) (14,063)<br />

– – – –<br />

(4,212) (84,877) 237,856 475,594<br />

F-194<br />

9<br />

minority<br />

intErEst<br />

173,022<br />

1,802<br />

–<br />

1,802<br />

21,427<br />

23,229<br />

–<br />

20,242<br />

(6,619)<br />

209,874<br />

230,086<br />

(17,074)<br />

–<br />

(17,074)<br />

27,516<br />

10,442<br />

–<br />

–<br />

154<br />

2,597<br />

–<br />

(11,297)<br />

231,982<br />

total<br />

Equity<br />

655,146<br />

9,662<br />

(2,870)<br />

6,792<br />

56,972<br />

63,764<br />

(7,885)<br />

2,755<br />

20,242<br />

(14,063)<br />

(6,619)<br />

713,340<br />

737,844<br />

(88,479)<br />

25,826<br />

(62,653)<br />

55,493<br />

(7,160)<br />

(4,212)<br />

–<br />

3,867<br />

2,597<br />

(14,063)<br />

(11,297)<br />

707,576


noTes To The inTeriM condensed<br />

consolidATed finAnciAl sTATeMenTs<br />

1 corporATe inforMATion<br />

10 DuFry HAlF yEAr rEPOrt 2008<br />

noTes To The inTeriM condensed consolidATed<br />

finAnciAl sTATeMenTs<br />

the interim condensed consolidated financial statements <strong>of</strong> Dufry ltd and its subsidiaries for the six months<br />

ended June 30, 2008 were authorized for issue in accordance with a resolution <strong>of</strong> the Board <strong>of</strong> Directors on<br />

August 28, 2008.<br />

Dufry ltd (‘Dufry’ or ‘the Company’) is a limited company domiciled in Basel, Switzerland, whose shares are<br />

listed on the Swiss Stock Exchange (SWX).the Company is one <strong>of</strong> the world’s leading travel retail companies<br />

with 466 shops worldwide.<br />

2 bAsis <strong>of</strong> prepArATion And AccounTinG policies<br />

Basis <strong>of</strong> preparation<br />

the interim condensed consolidated financial statements are prepared in accordance with the International<br />

Accounting Standard 34 (IAS 34 “Interim Financial reporting”). these interim financial statements should be<br />

read in conjunction with the consolidated financial statements for the year ended December 31, 2007 as they<br />

provide an update <strong>of</strong> previously reported information.<br />

the preparation <strong>of</strong> the interim financial statements requires management to make estimates and assumptions<br />

that affect the reported amounts <strong>of</strong> sales, expenses, assets, liabilities and disclosure <strong>of</strong> contingent liabilities<br />

at the date <strong>of</strong> the interim financial statements. If in the future such estimates and assumptions, which are based on<br />

management’s best judgment at the date <strong>of</strong> the interim financial statements, deviate from the actual circumstances,<br />

the original estimates and assumptions will be modified as appropriate in the year in which the circumstances change.<br />

significant accounting policies<br />

the accounting policies adopted in the preparation <strong>of</strong> the interim condensed consolidated financial statements<br />

are consistent with those followed in the preparation <strong>of</strong> the Group’s annual financial statements for the year<br />

ended December 31, 2007, except for the adoption <strong>of</strong> new Standards and Interpretations, noted below:<br />

– IFrIC 14 IAS 19 – the limit on a Defined Benefit Asset, Minimum Funding requirements and their Interaction<br />

(effective from January 1, 2008)<br />

this Interpretation provides guidance on how to assess the limit on the amount <strong>of</strong> surplus in a defined benefit<br />

scheme that can be recognized as an asset under IAS 19 Employee Benefits. As the Group’s defined benefit<br />

schemes are not expected to be in surplus at year end, the Interpretation will have no impact on the financial<br />

position or performance <strong>of</strong> the Group.<br />

– IFrIC 12 Service Concession Arrangements (effective from January 1, 2008)<br />

this Interpretation applies to service concession operators and explains how to account for the obligations<br />

undertaken and rights received in service concession arrangements. No entity <strong>of</strong> the Group is a public service<br />

provider and hence this Interpretation has no impact on the Group.<br />

Where necessary, the comparatives have been reclassified or extended from previously reported results to take<br />

into account any changes in presentation made in the annual report or these interim financial statements.<br />

3 seAsonAliTy <strong>of</strong> operATions<br />

the Group operates in different markets with seasonal variations in sales and operational results. Whereas<br />

the high season in Europe and Africa is from July to October, in North- and South America as well as in the<br />

Caribbean, it is from December to April. In the Asian region, the seasonality is well balanced throughout the<br />

year. All regions have a strong month in December.<br />

F-195


4 dividends pAid And proposed<br />

DuFry HAlF yEAr rEPOrt 2008<br />

NOtES tO tHE INtErIM CONDENSED CONSOlIDAtED<br />

FINANCIAl StAtEMENtS<br />

On May 8, 2008, the ordinary general assembly approved a dividend <strong>of</strong> CHF 1.00 (2007: CHF 1.00) per share in the<br />

total amount <strong>of</strong> CHF 14,062,500 (2007: CHF 14,062,500), which was paid on May 14, 2008.<br />

5 incoMe TAx<br />

the major components <strong>of</strong> income tax expenses in the interim consolidated income statement are:<br />

in thousands <strong>of</strong> Chf<br />

Current income taxes<br />

Deferred income taxes<br />

ToTAl<br />

the difference in deferred taxes results mainly from the acquisition <strong>of</strong> Dufry do Brasil in the first half 2006.<br />

6 new operATions<br />

acquisition <strong>of</strong> operation in prague<br />

On March 1, 2008, the Group acquired 51 % <strong>of</strong> the voting shares <strong>of</strong> Dufry CE s.r.o, a privately owned company based<br />

in Prague, Czech republic. this company, founded in March 2008 as spin-<strong>of</strong>f <strong>of</strong> a local corporation, currently operates<br />

seven duty free shops at the airport <strong>of</strong> Prague. the acquisition has been accounted for using the purchase<br />

method <strong>of</strong> accounting. the interim condensed consolidated financial statements include the results <strong>of</strong> Dufry CE<br />

s.r.o. for the period from the acquisition date until June 30, 2008.<br />

the fair value <strong>of</strong> the identifiable assets and liabilities <strong>of</strong> the acquired company as at the date <strong>of</strong> acquisition and the<br />

resulting goodwill were determined preliminary as follows:<br />

in thousands <strong>of</strong> Chf<br />

Property, plant and equipment<br />

Concession rights<br />

Inventories<br />

Deferred tax liabilities<br />

neT AsseTs<br />

Dufry’s share in the net assets (51 %)<br />

Goodwill arising on acquisition<br />

ToTAl AcquisiTion cosTs<br />

F-196<br />

11<br />

1.1. – 30.6.08<br />

14,857<br />

2,392<br />

17,249<br />

fair valuE<br />

rECognizEd on<br />

aCquisition<br />

unauditEd<br />

497<br />

4,982<br />

890<br />

6,369<br />

(1,196)<br />

5,173<br />

2,638<br />

562<br />

3,200<br />

1.1. – 30.6.07<br />

13,931<br />

(737)<br />

13,194<br />

prEvious<br />

Carrying<br />

valuE<br />

unauditEd<br />

497<br />

–<br />

890<br />

1,387<br />

–<br />

1,387


12<br />

DuFry HAlF yEAr rEPOrt 2008<br />

NOtES tO tHE INtErIM CONDENSED CONSOlIDAtED<br />

FINANCIAl StAtEMENtS<br />

the total acquisition cost comprised <strong>of</strong> a cash payment <strong>of</strong> CHF 3.2 million (CHF 3.2 million net <strong>of</strong> cash).<br />

From the date <strong>of</strong> acquisition, Dufry CE s.r.o, has contributed CHF 3.3 million to the net sales <strong>of</strong> the Group and has<br />

generated a net loss before interest and taxes <strong>of</strong> CHF 0.4 million. If the acquisition would have taken place at the<br />

beginning <strong>of</strong> the year, the result would not have been significantly different since the company only started it’s<br />

operations during March 2008.<br />

the goodwill recognized above is attributed to the expected synergies and other benefits from combining the assets<br />

and activities <strong>of</strong> Dufry CE s.r.o, with those <strong>of</strong> the Group.<br />

7 seGMenT inforMATion<br />

the Group’s risks and returns are predominantly affected by the fact that it operates in different countries.<br />

therefore, the Group reports segmental information in its financial statements in the same way as it does internally<br />

to senior management, using geographical segments.<br />

the geographical segments reported are broken down as follows: Europe (incl. HQ), Africa, Eurasia, North<br />

America & Caribbean and South America.<br />

in thousands <strong>of</strong> Chf<br />

1.1. - 30.6.08<br />

Net sales – third party<br />

Net sales – intercompany<br />

net sales<br />

Advertising income<br />

turnover<br />

Earnings before interest and taxes (EBit)<br />

Capital expenditure<br />

Depreciation and amortization<br />

Impairment / (reversal on impairment)<br />

EuropE<br />

inCl. hq<br />

188,616<br />

70,722<br />

259,338<br />

10,651<br />

269,989<br />

(4,163)<br />

6,584<br />

6,789<br />

47<br />

F-197<br />

afriCa<br />

92,617<br />

–<br />

92,617<br />

16<br />

92,633<br />

8,569<br />

3,399<br />

3,409<br />

–<br />

Eurasia<br />

124,105<br />

–<br />

124,105<br />

1,155<br />

125,260<br />

12,481<br />

3,233<br />

3,170<br />

(33)<br />

north<br />

amEriCa &<br />

CariBBEan<br />

204,165<br />

7,010<br />

211,175<br />

3,295<br />

214,470<br />

11,181<br />

11,302<br />

9,191<br />

–<br />

south<br />

amEriCa<br />

302,032<br />

–<br />

302,032<br />

8,147<br />

310,179<br />

50,785<br />

2,543<br />

10,659<br />

-<br />

Eliminations<br />

–<br />

(77,732)<br />

(77,732)<br />

–<br />

(77,732)<br />

–<br />

–<br />

–<br />

–<br />

total<br />

911,535<br />

–<br />

911,535<br />

23,264<br />

934,799<br />

78,853<br />

27,061<br />

33,<strong>218</strong><br />

14


in thousands <strong>of</strong> Chf<br />

1.1. – 30.6.07<br />

Net sales – third party<br />

Net sales – intercompany<br />

net sales<br />

Advertising income<br />

turnover<br />

Earnings before interest and taxes (EBit)<br />

Earnings before intercompany<br />

management and franchise fees 1<br />

Capital expenditure<br />

Depreciation and amortization<br />

Impairment<br />

8 cAsh And neT debT<br />

in thousands <strong>of</strong> Chf<br />

Cash and cash equivalents<br />

Notional cash pool<br />

net<br />

DuFry HAlF yEAr rEPOrt 2008<br />

NOtES tO tHE INtErIM CONDENSED CONSOlIDAtED<br />

FINANCIAl StAtEMENtS<br />

Cash at bank includes an amount <strong>of</strong> CHF 83.5 million (at December 31, 2007: CHF 29.1 million) <strong>of</strong> a notional cash<br />

pool, which are used to balance bank overdrafts included in financial debt, short-term.<br />

in thousands <strong>of</strong> Chf<br />

Cash and cash equivalents<br />

Financial debt, short-term<br />

Financial debt, long-term<br />

net debt<br />

EuropE<br />

inCl. hq<br />

191,471<br />

60,565<br />

252,036<br />

8,092<br />

260,128<br />

23,480<br />

16,901<br />

7,018<br />

5,409<br />

1,155<br />

afriCa<br />

76,953<br />

–<br />

76,953<br />

–<br />

76,953<br />

6,951<br />

9,116<br />

2,037<br />

3,651<br />

–<br />

Eurasia<br />

104,098<br />

–<br />

104,098<br />

720<br />

104,818<br />

Dufry invested CHF 52.4 million during 2008 in the acquisition <strong>of</strong> the participation in Advent-Hudson llC (see<br />

note 10).<br />

7,739<br />

9,254<br />

5,920<br />

2,609<br />

–<br />

north<br />

amEriCa &<br />

CariBBEan<br />

232,824<br />

5,149<br />

237,973<br />

3,190<br />

241,163<br />

16,822<br />

18,459<br />

7,709<br />

9,852<br />

–<br />

south<br />

amEriCa<br />

272,228<br />

–<br />

272,228<br />

7,369<br />

279,597<br />

28,813<br />

31,517<br />

7,269<br />

11,676<br />

–<br />

1 Earnings before interest and taxes (EBIt) before intercompany management and franchise fees (as reported in Hy-2007).<br />

13<br />

unauditEd<br />

30.6.08<br />

(145,255)<br />

83,460<br />

(61,795)<br />

unauditEd<br />

30.6.08<br />

(145,255)<br />

129,186<br />

450,076<br />

434,007<br />

Eliminations<br />

–<br />

(65,714)<br />

(65,714)<br />

–<br />

(65,714)<br />

–<br />

(1,442)<br />

–<br />

–<br />

–<br />

total<br />

877,574<br />

–<br />

877,574<br />

19,371<br />

896,945<br />

83,805<br />

83,805<br />

29,953<br />

33,197<br />

1,155<br />

Dufry presents as <strong>of</strong> 2008 the EBIt line before elimination <strong>of</strong> inter-segmental management and franchise fees<br />

in order to better reflect the economical situation.<br />

F-198<br />

auditEd<br />

31.12.07<br />

(125,077)<br />

29,082<br />

(95,995)<br />

auditEd<br />

31.12.07<br />

(125,077)<br />

16,016<br />

479,482<br />

370,421


9 properTy, plAnT And equipMenT<br />

14<br />

DuFry HAlF yEAr rEPOrt 2008<br />

NOtES tO tHE INtErIM CONDENSED CONSOlIDAtED<br />

FINANCIAl StAtEMENtS<br />

additions and disposals<br />

During the six months ended June 30, 2008, the Group acquired assets with a cost <strong>of</strong> CHF 13.0 million (December<br />

31, 2007: CHF 59.0 million), not including property and equipment acquired through a business combination<br />

(see note 6).<br />

Assets with a net book value <strong>of</strong> CHF 1.8 million were disposed <strong>of</strong> by the Group during the six months ended June<br />

30, 2008 (December 31, 2007: CHF 2.2 million), resulting in a net gain on disposal <strong>of</strong> CHF 0.03 million (2007: net<br />

loss CHF 0.4 million).<br />

10 finAnciAl invesTMenTs<br />

Financial investments include the 11.2 % stake (pre-dilution) in Advent-Hudson llC, a leading travel retailer<br />

based in the united States, which Dufry acquired on March 28, 2008, for CHF 52.4 million. Hudson is represented<br />

in 69 airports and railway station terminals in the united States and Canada and achieved a turnover <strong>of</strong> uSD 630<br />

million in 2007 with its 550 newsstands, bookstores, cafes and specialty retail concessions. this investment is<br />

valued at cost.<br />

11 inTeresT-beArinG loAns And borrowinGs<br />

On January 26, 2007 after having received the proceeds <strong>of</strong> the over-allotment option <strong>of</strong> Dufry South America’s<br />

IPO, Dufry reduced its syndicated multi-currency facility by CHF 30 million to approximately CHF 620 million. On<br />

July 6, 2007, the syndicated multi-currency facility was increased by CHF 200 million to approximately CHF 820<br />

million. Due to a principal repayment during December 2007 the remaining effective facility amounts to CHF 790<br />

million. the facility remained unchanged during the six month period ended June 30, 2008.<br />

F-199


12 provisions<br />

DuFry HAlF yEAr rEPOrt 2008<br />

NOtES tO tHE INtErIM CONDENSED CONSOlIDAtED<br />

FINANCIAl StAtEMENtS<br />

Management believes that its total provisions are adequate based upon currently available information. However,<br />

given the inherent difficulties in estimating liabilities in the areas described below, it cannot be guaranteed,<br />

that additional or lesser costs will be incurred beyond or below the amounts accrued.<br />

law suits and duties<br />

the provision covers uncertainties related to law suits in respect <strong>of</strong> taxes and duties in the amount <strong>of</strong> CHF 2.2<br />

million. the subsidiary in tunisia has a provision for a dispute on sales taxes and the subsidiary in Puerto rico<br />

has an uncertainty regarding income tax.<br />

dispute on contracts<br />

the landlord <strong>of</strong> our shops at the airport <strong>of</strong> Houston, uSA is claiming back relief, to compensate the consequences<br />

after the events <strong>of</strong> September 11, 2001 in the united States.<br />

laBor disputes<br />

the long-term provision <strong>of</strong> CHF 3.2 million relates to claims in respect to the termination <strong>of</strong> labor contracts in<br />

Brazil.<br />

13 coMMiTMenTs And conTinGencies<br />

the Group enters into long-term agreements with airport authorities, seaport authorities and other landlords,<br />

to guarantee the use <strong>of</strong> concessions rights. Most <strong>of</strong> the concessionaires require a minimum annual guarantee<br />

based on sales, passengers or other indicators <strong>of</strong> operational activity. In case <strong>of</strong> early termination Dufry’s subsidiaries<br />

can be required to indemnify the port authorities for lost earnings. the Group or their subsidiaries have<br />

granted these warranties regarding the performance <strong>of</strong> certain long-term con¬tracts directly or through third<br />

parties. As per June 30, 2008 no request for fulfillment <strong>of</strong> such contingent liabilities were pending.<br />

the Group is contingently liable for a remaining amount <strong>of</strong> CHF 1.2 million (2007: CHF 2.7 million) in relation to<br />

the purchase <strong>of</strong> Emerald Distributors ltd by Duty Free Caribbean (Holdings) ltd. under the terms <strong>of</strong> the purchase<br />

agreement, the purchase price was dependent on the consolidated results <strong>of</strong> Duty Free Caribbean Emeralds<br />

(St. lucia) ltd maintaining a certain level <strong>of</strong> earnings before depreciation, amortization and interest but<br />

after taxes. On attaining the level <strong>of</strong> earnings in any one year as per the agreement, an amount <strong>of</strong> CHF 1.2 million<br />

(2007: uSD 1.2 million) is payable to the vendor that year. the remaining payment can become due in any<br />

period up to March 31, 2010.<br />

F-200<br />

15


16<br />

14 TreAsury shAres<br />

DuFry HAlF yEAr rEPOrt 2008<br />

NOtES tO tHE INtErIM CONDENSED CONSOlIDAtED<br />

FINANCIAl StAtEMENtS<br />

the Company distributed 100,000 shares in terms <strong>of</strong> the first rSu grant to qualifying members on January 3,<br />

2008.<br />

During the first six months ended June 2008, Dufry purchased 42,350 shares for a value <strong>of</strong> CHF 4.2 million in<br />

order to comply with the obligations <strong>of</strong> the second rSu grant.<br />

15 purchAse <strong>of</strong> properTy, plAnT And equipMenT<br />

For the purpose <strong>of</strong> the interim consolidated cash flow statement, the cash flow used for purchase <strong>of</strong> property,<br />

plant and equipment are comprised <strong>of</strong> the following:<br />

in thousands <strong>of</strong> Chf<br />

Payables for capital expenditure at the beginning <strong>of</strong> the period<br />

Additions <strong>of</strong> property, plant and equipment<br />

Payables for capital expenditure at the end <strong>of</strong> the period<br />

translation differences<br />

Cash flow for purchase <strong>of</strong> property, plant and equipment<br />

16 relATed pArTies And relATed pArTy TrAnsAcTions<br />

unauditEd<br />

1.1. – 30.6.08<br />

the relationships for the Group are as follows:<br />

Dufry Mexico SA de CV operates shops at Mexico City’s Benito Juarez Airport under agreements with Inmobiliaria<br />

Fumisa, SA de CV. Advent International Corp., the entity managing the funds that controls the Company’s<br />

largest shareholder, also manages other funds that controls Inmobiliaria Fumisa, SA de CV. In addition,<br />

three <strong>of</strong> the members <strong>of</strong> the Company’s Board <strong>of</strong> Directors are also directors <strong>of</strong> Inmobiliaria Fumisa, SA de CV.<br />

According to the concession agreements, the Company is required to compensate Inmobiliaria Fumisa SA de<br />

CV through monthly rental fee payments. For the first six months <strong>of</strong> 2008, total rent amounted to CHF 10.5 million<br />

(2007: CHF 11.3 million).<br />

In addition to his employment relationship with the Group, Mr. Dante Marro, Chief Operating Officer for region<br />

Europe and member <strong>of</strong> the Group Executive Committee, acting through Gestione Spazi Attrezzati Srl (“GSAS”),<br />

was granted rights <strong>of</strong> usufruct over 10 % <strong>of</strong> the Company’s shareholding in its wholly owned subsidiary Dufry<br />

Shop Finance limited Srl in 2002. the rights <strong>of</strong> usufruct granted to GSAS, which will expire at the latest on<br />

December 31, 2020, permit it to enjoy the benefits <strong>of</strong> share ownership, including the receipt <strong>of</strong> dividends, even<br />

though the shares remain vested in a subsidiary. upon expiration <strong>of</strong> the rights <strong>of</strong> usufruct, provided that the<br />

total pr<strong>of</strong>its <strong>of</strong> the aforementioned company shall not have been declared as dividends, GSAS shall be entitled<br />

to receive 10 %, <strong>of</strong> all withheld pr<strong>of</strong>its accumulated as reserves on the balance sheet <strong>of</strong> Dufry Shop Finance<br />

limited Srl as at December 31, 2020. During the six month period ended June 30, 2008, and June 30, 2007 no<br />

amounts have been paid.<br />

F-201<br />

4,970<br />

12,962<br />

(2,451)<br />

(68)<br />

15,413<br />

unauditEd<br />

1.1. – 30.6.07<br />

3,890<br />

29,139<br />

(7,253)<br />

(11)<br />

25,765


17 finAnciAl insTruMenTs<br />

DuFry HAlF yEAr rEPOrt 2008<br />

NOtES tO tHE INtErIM CONDENSED CONSOlIDAtED<br />

FINANCIAl StAtEMENtS<br />

Hedge <strong>of</strong> net investments in foreign operations<br />

At June 30, 2008, Dufry has a bank loan <strong>of</strong> uSD 248.4 million designated to hedge the net investments in DAISA<br />

Dufry America Investments SA. this company holds the participations in subsidiaries <strong>of</strong> South America. Additionally,<br />

Dufry granted two long term loans to its subsidiaries in the united States <strong>of</strong> America for uSD 24.2 million<br />

which also have been designated as net investments in Dufry America, Inc., which holds the participations<br />

in subsidiaries located in the united States <strong>of</strong> America.<br />

the Group use these hedges to reduce the effects generated by the exposure to foreign exchange risk on this<br />

investment.<br />

During the six month period ended June 30, 2008, a gain in the amount <strong>of</strong> CHF 26.6 million on the retranslation<br />

<strong>of</strong> this borrowing was transferred to equity to <strong>of</strong>fset any gains or losses on currency translation <strong>of</strong> the consolidated<br />

subsidiaries.<br />

18 principAl foreiGn exchAnGe rATes Applied for vAluATion And TrAnslATion<br />

1 uSD<br />

1 Eur<br />

30.06.08 30.06.08<br />

30.06.07<br />

31.12.07<br />

avEragE ratEs<br />

1.0497<br />

1.6056<br />

F-202<br />

Closing ratEs<br />

1.0208<br />

1.6063<br />

17<br />

avEragE ratEs<br />

1.2283<br />

1.6320<br />

Closing ratEs<br />

1.1360<br />

1.6565


(This page has been left blank intentionally.)<br />

F-203


Dufry <strong>AG</strong>:<br />

Unaudited Consolidated Financial Statements for the First Half Year ended June 30, 2007..... F-204<br />

Interim Consolidated Income Statement.................................................................................................. F-205<br />

Interim Consolidated Balance Sheet ........................................................................................................ F-206<br />

Interim Consolidated Cash Flow Statement ............................................................................................ F-207<br />

Interim Consolidated Statement <strong>of</strong> Changes in Equity ........................................................................... F-208<br />

Notes to the Interim Consolidated Financial Statements ........................................................................ F-209<br />

F-204


8 UnaUdited interim Condensed<br />

Consolidated FinanCial statements<br />

as oF JUne 30, 2007<br />

interim Consolidated inCome statement<br />

in thousands <strong>of</strong> CHF<br />

Net sales<br />

Advertising income<br />

tUrnoVer<br />

Cost <strong>of</strong> sales<br />

Gross ProFit<br />

Selling expenses, net<br />

Personnel expenses<br />

General expenses, net<br />

Depreciation and amortization<br />

Other operational expenses<br />

Other operational income<br />

earnings before interest and taxes ( eBit )<br />

Financial expenses<br />

Financial income<br />

earnings before taxes ( eBt )<br />

Income taxes<br />

net earninGs<br />

attributable to<br />

Equity holders <strong>of</strong> the parent<br />

Minority interest<br />

earnings per share attributable to equity holders <strong>of</strong> the parent<br />

Basic in CHF<br />

Diluted in CHF<br />

eBitda (before other operational result)<br />

eBit<br />

Depreciation and amortization<br />

eBitda<br />

Other operational expenses<br />

Other operational income<br />

eBitda (before other operational result)<br />

Dufry Half Year Report 2007 — Unaudited Interim Condensed Consolidated Financial Statements<br />

F-205<br />

note<br />

6<br />

1. 1. – 30. 6. 07<br />

877,574<br />

19,371<br />

896,945<br />

426,651<br />

470,294<br />

182,831<br />

113,590<br />

67,982<br />

34,352<br />

6,670<br />

(18,936)<br />

83,805<br />

(20,362)<br />

6,723<br />

70,166<br />

13,194<br />

56,972<br />

35,545<br />

21,427<br />

2.53<br />

2.53<br />

83,805<br />

34,352<br />

118,157<br />

6,670<br />

(18,936)<br />

105,891<br />

1. 1. – 30. 6. 06<br />

608,612<br />

13,707<br />

622,319<br />

302,183<br />

320,136<br />

121,806<br />

83,327<br />

53,414<br />

20,465<br />

4,915<br />

( 5,254 )<br />

41,463<br />

(12,164)<br />

776<br />

30,075<br />

5,407<br />

24,668<br />

18,345<br />

6,323<br />

1.30<br />

1.30<br />

41,463<br />

20,465<br />

61,928<br />

4,915<br />

(5,254)<br />

61,589


interim Consolidated BalanCe sHeet<br />

assets<br />

in thousands <strong>of</strong> CHF<br />

Cash and cash equivalents<br />

Trade receivables, net<br />

Income tax receivables<br />

Other accounts receivable<br />

Inventories<br />

Current assets<br />

Property, plant and equipment<br />

Intangible assets<br />

Other non-current assets<br />

Deferred tax assets<br />

non-current assets<br />

total assets<br />

liaBilities and eqUity<br />

in thousands <strong>of</strong> CHF<br />

Trade payables<br />

Bank debt, short-term<br />

Financial debt, short-term<br />

Income tax payables<br />

Other accounts payable<br />

Provisions, short-term<br />

Current liabilities<br />

Bank debt, long-term<br />

Financial debt, long-term<br />

Other non-current liabilities<br />

Deferred tax liabilities<br />

Post-employment benefits obligation<br />

Provisions, long-term<br />

non-current liabilities<br />

total liabilities<br />

Equity attributable to equity holders <strong>of</strong> the parent<br />

Minority interest<br />

total equity<br />

total liaBilities and eqUity<br />

Dufry Half Year Report 2007 — Unaudited Interim Condensed Consolidated Financial Statements<br />

F-206<br />

note<br />

8<br />

9<br />

note<br />

10<br />

10<br />

30. 6. 07<br />

78,897<br />

46,139<br />

5,647<br />

87,577<br />

331,556<br />

549,816<br />

112,975<br />

1,116,464<br />

26,400<br />

13,447<br />

1,269,286<br />

1,819,102<br />

30. 6. 07<br />

177,998<br />

13,749<br />

6,376<br />

10,850<br />

166,148<br />

3,688<br />

378,809<br />

539,490<br />

448<br />

7,334<br />

164,150<br />

11,318<br />

4,213<br />

726,953<br />

1,105,762<br />

503,466<br />

209,874<br />

713,340<br />

1,819,102<br />

31. 12. 06<br />

102,390<br />

28,671<br />

3,645<br />

81,979<br />

277,729<br />

494,414<br />

101,952<br />

1,143,070<br />

20,548<br />

15,494<br />

1,281,064<br />

1,775,478<br />

31.12. 06<br />

157,300<br />

21,725<br />

6,821<br />

8,171<br />

153,180<br />

1,975<br />

349,172<br />

585,230<br />

2,063<br />

7,447<br />

165,908<br />

10,512<br />

–<br />

771,160<br />

1,120,332<br />

482,124<br />

173,022<br />

655,146<br />

1,775,478<br />

9


10<br />

interim Consolidated CasH Flow statement<br />

in thousands <strong>of</strong> CHF<br />

Earnings before taxes<br />

adjustments for<br />

Depreciation and amortization<br />

Other non cash items<br />

Decrease in allowances, deferred taxes and provisions<br />

(Gain) / loss on sales <strong>of</strong> property, plant and equipment<br />

Net gain on sale <strong>of</strong> investments<br />

(Gain) / loss on unrealized foreign exchange differences<br />

Interest income<br />

Interest expense<br />

Cash flow before working capital changes<br />

Increase in trade and other accounts receivable<br />

Increase in inventories<br />

Increase in trade and other accounts payable<br />

Cash flow from operations<br />

Income taxes paid<br />

net cash flows from operating activities<br />

Cash flow from investing activities<br />

Acquisition <strong>of</strong> interests in subsidaries, net <strong>of</strong> cash<br />

Sales <strong>of</strong> interests in subsidaries, net <strong>of</strong> cash<br />

Purchase <strong>of</strong> property, plant and equipment<br />

Purchase <strong>of</strong> intangible assets<br />

Proceeds from sale <strong>of</strong> equipment<br />

Interests received<br />

net cash flows from / (used in) investing activities<br />

Cash flow from financing activities<br />

Purchase <strong>of</strong> treasury shares<br />

Dividends paid to group shareholders<br />

Dividends paid to minority shareholders<br />

Increase in minority equity<br />

Increase (decrease) <strong>of</strong> financial debt<br />

Decrease <strong>of</strong> loans<br />

Interest paid<br />

net cash flows (used in) / from financing activities<br />

Currency translation differences<br />

(decrease) / increase in cash and cash equivalents<br />

Cash and cash equivalents at the<br />

– beginning <strong>of</strong> the period<br />

– end <strong>of</strong> the period<br />

Dufry Half Year Report 2007 — Unaudited Interim Condensed Consolidated Financial Statements<br />

F-207<br />

1. 1. – 30. 6. 07<br />

70,166<br />

34,352<br />

2,755<br />

2,225<br />

29<br />

(17,013)<br />

(5,752)<br />

(1,396)<br />

20,362<br />

105,728<br />

(26,571)<br />

(49,152)<br />

31,592<br />

61,597<br />

(13,173)<br />

48,424<br />

–<br />

64,745<br />

(25,765)<br />

(4,187)<br />

1,185<br />

1,381<br />

37,359<br />

(7,885)<br />

(14,063)<br />

(6,619)<br />

–<br />

(67,611)<br />

( 351)<br />

(20,555)<br />

(117,084)<br />

7,808<br />

(23,493)<br />

102,390<br />

78,897<br />

1. 1. – 30. 6. 06<br />

30,075<br />

20,465<br />

–<br />

5,093<br />

(93)<br />

–<br />

3,147<br />

( 542 )<br />

12,164<br />

70,309<br />

( 11,557 )<br />

( 28,997)<br />

30,368<br />

60,123<br />

( 9,728 )<br />

50,395<br />

(545,486)<br />

–<br />

(25,974)<br />

(8,981)<br />

2,838<br />

501<br />

( 577,102 )<br />

–<br />

–<br />

(5,091)<br />

2,063<br />

559,039<br />

( 463 )<br />

(12,075)<br />

543,473<br />

3,020<br />

19,786<br />

51,602<br />

71,388


interim Consolidated statement oF CHanGes in eqUity<br />

in thousands <strong>of</strong> CHF<br />

Balance as <strong>of</strong> 1. 1. 06<br />

Currency translation differences<br />

Total income and expense for the<br />

period recognised directly in equity<br />

Net earnings<br />

Total income and expense for the period<br />

Share-based payment<br />

Acquisition <strong>of</strong> Delmey SA<br />

Acquisition <strong>of</strong> other subsidiaries<br />

Acquisition 10 % <strong>of</strong> Duty Free<br />

Caribbean Group<br />

Increase in share capital <strong>of</strong> Duty Free<br />

Caribbean Group<br />

Dividend to minority interests<br />

Balance as <strong>of</strong> 30. 6. 06<br />

Balance as <strong>of</strong> 1. 1. 07<br />

Currency translation differences<br />

Net gain on hedge <strong>of</strong> investment<br />

Total income and expense for the<br />

period recognised directly in equity<br />

Net earnings<br />

Total income and expense for the period<br />

Purchase <strong>of</strong> treasury shares<br />

Share-based payment<br />

Change in participation <strong>of</strong> minority<br />

interests<br />

Dividend to shareholders<br />

Dividend to minority interests<br />

Balance as <strong>of</strong> 30. 6. 07<br />

issUed<br />

CaPital<br />

70,313<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

70,313<br />

70,313<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

70,313<br />

sHare<br />

PremiUm<br />

256,514<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

256,514<br />

256,514<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

256,514<br />

attriBUtaBle to eqUity Holders oF tHe Parent<br />

treasUry<br />

sHares<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

(7,885)<br />

–<br />

–<br />

–<br />

–<br />

(7,885)<br />

Dufry Half Year Report 2007 — Unaudited Interim Condensed Consolidated Financial Statements<br />

F-208<br />

translation<br />

reserVes<br />

2,852<br />

(1,769)<br />

(1,769)<br />

–<br />

(1,769)<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

1,083<br />

(11,540)<br />

7,860<br />

(2,870)<br />

4,990<br />

–<br />

4,990<br />

–<br />

–<br />

–<br />

–<br />

–<br />

(6,550)<br />

retained<br />

earninGs total<br />

56,673<br />

–<br />

–<br />

18,345<br />

18,345<br />

1,449<br />

–<br />

–<br />

–<br />

–<br />

–<br />

76,467<br />

166,837<br />

–<br />

–<br />

–<br />

35,545<br />

35,545<br />

–<br />

2,755<br />

–<br />

(14,063)<br />

–<br />

191,074<br />

386,352<br />

(1,769)<br />

(1,769)<br />

18,345<br />

16,576<br />

1,449<br />

–<br />

–<br />

–<br />

404,377<br />

482,124<br />

7,860<br />

(2,870)<br />

4,990<br />

35,545<br />

40,535<br />

(7,885)<br />

2,755<br />

–<br />

(14,063)<br />

–<br />

503,466<br />

minority<br />

interests<br />

59,684<br />

(4,866)<br />

(4,866)<br />

6,323<br />

1,457<br />

–<br />

55,582<br />

74<br />

(6,215)<br />

9,989<br />

(5,091)<br />

115,480<br />

173,022<br />

1,802<br />

–<br />

1,802<br />

21,427<br />

23,229<br />

–<br />

–<br />

20,242<br />

–<br />

(6,619)<br />

209,874<br />

total<br />

eqUity<br />

446,036<br />

(6,635)<br />

(6,635)<br />

24,668<br />

18,033<br />

1,449<br />

55,582<br />

74<br />

(6,215)<br />

9,989<br />

(5,091)<br />

519,857<br />

655,146<br />

9,662<br />

(2,870)<br />

6,792<br />

56,972<br />

63,764<br />

(7,885)<br />

2,755<br />

20,242<br />

(14,063)<br />

(6,619)<br />

713,340<br />

11


12<br />

notes to tHe interim Condensed<br />

Consolidated FinanCial statements<br />

1 CorPorate inFormation<br />

The interim condensed consolidated financial statements <strong>of</strong> Dufry Ltd and its subsidiaries for the six months ended June<br />

30, 2007 were authorized for issue in accordance with a resolution <strong>of</strong> the Board <strong>of</strong> Directors on August 30, 2007.<br />

Dufry Ltd (‘Dufry’ or ‘the Company’) is a limited company domiciled in Basel, Switzerland, whose shares are listed on<br />

the Swiss Stock Exchange (SWX).The Company is one <strong>of</strong> the world’s leading travel retail companies with more than 450<br />

shops worldwide.<br />

2 Basis oF PreParation and aCCoUntinG PoliCies<br />

The interim condensed consolidated financial statements are prepared in accordance with the International Accounting<br />

Standard 34 (IAS 34 “Interim Financial Reporting”). These interim financial statements should be read in conjunction<br />

with the consolidated financial statements for the year ended December 31, 2006 as they provide an update <strong>of</strong> previously<br />

reported information.<br />

The preparation <strong>of</strong> the interim financial statements requires management to make estimates and assumptions that affect<br />

the reported amounts <strong>of</strong> sales, expenses, assets, liabilities and disclosure <strong>of</strong> contingent liabilities at the date <strong>of</strong> the<br />

interim financial statements. If in the future such estimates and assumptions, which are based on management’s best<br />

judgment at the date <strong>of</strong> the interim financial statements, deviate from the actual circumstances, the original estimates<br />

and assumptions will be modified as appropriate in the year in which the circumstances change.<br />

The accounting policies adopted in the preparation <strong>of</strong> the interim condensed consolidated financial statements are consistent<br />

with those followed in the preparation <strong>of</strong> the Group’s annual financial statements for the year ended December<br />

31, 2006. The adoption <strong>of</strong> amendments to certain IFRS mandatory for annual periods beginning on or after January 1,<br />

2007 (i.e. IFRIC 9 Reassessment <strong>of</strong> embedded derivatives, IFRIC 10 Interim Financial Reporting and Impairment, IFRIC<br />

7 Applying the Restatement Approach under IAS 29 (Financial Reporting in Hyperinflationary Economies), IFRS 7 Financial<br />

Instruments: Disclosures and IFRIC 8 Scope <strong>of</strong> IFRS 2 (Share-based Payment)) did not affect the Group’s results <strong>of</strong><br />

operations or financial positions. Where necessary, the comparatives have been reclassified or extended from previously<br />

reported results to take into account any changes in presentation made in the annual report or these interim financial<br />

statements.<br />

3 seasonality oF oPerations<br />

The Group operates in different markets with seasonal variations in sales and operational results. Whereas the high<br />

season in Europe and Africa is from July to October, in North- and South America as well as in the Caribbean, it is from<br />

December to April. In the Asian region, the seasonality is well balanced throughout the year. All regions have a strong<br />

month in December.<br />

4 new ComPanies<br />

During the first half <strong>of</strong> 2007, Dufry started new companies in China (Hong Kong) and in Egypt (Sharm-el-Sheikh).<br />

5 diVidends Paid and ProPosed<br />

The ordinary general assembly approved a dividend <strong>of</strong> CHF 1.00 per share on May 15, 2007 and the company paid such<br />

dividend, totaling CHF 14,062,500 during the six months period ended June 30, 2007. No dividends were paid or proposed<br />

during the six months period ended June 30, 2006.<br />

Dufry Half Year Report 2007 — Notes to the Interim Condensed Consolidated Financial Statements<br />

F-209


6 inCome tax<br />

The major components <strong>of</strong> income tax expense in the interim consolidated income statement are:<br />

in thousands <strong>of</strong> CHF<br />

For the six months period ended June 30<br />

Current income tax<br />

Deferred income tax<br />

Total income tax<br />

The difference in deferred taxes results mainly from the acquisition <strong>of</strong> Dufry do Brasil in the first half 2006.<br />

7 FinanCinG<br />

On January 26, 2007, after having received the proceeds <strong>of</strong> the over-allotment option <strong>of</strong> Dufry South America‘s IPO,<br />

Dufry reduced its syndicated multi-currency facility by CHF 30 million to approx. CHF 620 million. [On July 6, 2007, Dufry<br />

increased its syndicated multi-currency facility by CHF 200 million to approximately CHF 820 million.]<br />

Currency risk exposure<br />

As <strong>of</strong> June 30, 2007, Dufry effectively hedged foreign exchange gains amounting to CHF 26.3 million and presented it as<br />

a translation adjustment in equity.<br />

8 trade reCeiVaBles<br />

Since the beginning <strong>of</strong> 2007 the company discloses credit card receivables (CHF 34.1 million) as trade receivables (previously<br />

disclosed in other receivables). The comparative figures (CHF 21.5 million) were adjusted accordingly.<br />

9 ProPerty, Plant and eqUiPment<br />

During the six months period ended June 30, 2007 the Group acquired equipment, furniture, leasehold improvements,<br />

vehicles, and computers with a historical cost <strong>of</strong> CHF 25.8 million.<br />

10 ProVisions<br />

Management believes that its total provisions are adequate based upon currently available information. However, given<br />

the inherent difficulties in estimating liabilities in the below described areas, it cannot be guaranteed, that additional or<br />

lesser costs will be incurred beyond or below the amounts accrued.<br />

law suits and duties<br />

These provisions were increased by CHF 2.5 million to cover uncertainties related to disputes in respect <strong>of</strong> the interpretation<br />

<strong>of</strong> income tax exemptions in the North American Region.<br />

labor contingencies<br />

The long term provision <strong>of</strong> CHF 4.2 million relates to law suits in respect to the termination <strong>of</strong> labor contracts in Brazil.<br />

Based on management’s appraisal as <strong>of</strong> December 2006 this liability was presented at such time as other accounts<br />

payable - Personnel.<br />

Dufry Half Year Report 2007 — Notes to the Interim Condensed Consolidated Financial Statements<br />

F-210<br />

2007<br />

13,931<br />

(737)<br />

13,194<br />

2006<br />

15,290<br />

(9.883)<br />

5,407<br />

13


14<br />

11 sHare-Based Payment<br />

restricted stock Unit Plan (rsU)<br />

Dufry implemented a restricted stock unit (RSU) plan for certain members <strong>of</strong> the Group’s management. The Company’s<br />

RSU plan makes provision for two consecutive and distinctive annual grants <strong>of</strong> RSUs.<br />

On January 1, 2006, date <strong>of</strong> the first grant <strong>of</strong> RSU pursuant to the plan, the Company granted to the participants the right<br />

to receive on January 1, 2008, free <strong>of</strong> charge, 100,000 RSUs on aggregate. Such rights vested on January 1, 2007, as the<br />

average closing price <strong>of</strong> the 10 consecutive trading days <strong>of</strong> the Company’s shares on the Swiss Stock Exchange prior to<br />

December 31, 2006 was CHF 102 and therefore met the vesting condition <strong>of</strong> being equal or higher than CHF 80.80.<br />

On January 1, 2007, date <strong>of</strong> the second grant <strong>of</strong> RSU pursuant to the plan, the Company granted to the participants the<br />

right to receive on January 1, 2009, free <strong>of</strong> charge, 105,000 RSUs on aggregate. Such rights shall vest on January 1, 2008,<br />

if the average closing price <strong>of</strong> the 10 consecutive trading days <strong>of</strong> the Company’s shares on the Swiss Stock Exchange<br />

prior to December 31, 2007 is equal or higher than CHF 103.02. If the average price is lower than CHF 103.02, no rights<br />

will vest and no shares will be allocated.<br />

The fair value <strong>of</strong> the options is estimated at the grant date using a binomial pricing model, taking into account the<br />

terms and conditions (risk free interest rate <strong>of</strong> 2.72% and a volatility <strong>of</strong> 40%) upon which the instruments were granted.<br />

The contractual life <strong>of</strong> each option granted is two years. The expected volatility reflects assumptions, that the historical<br />

volatility is indicative <strong>of</strong> future trends, which may also not necessarely be the actual outcome. There are no cash settlement<br />

alternatives. Up to June 30, 2007 accrued costs <strong>of</strong> CHF 5.2 million have been recorded in equity.<br />

treasury shares<br />

During the first six months <strong>of</strong> 2007 Dufry purchased 58,000 treasury shares at a total price <strong>of</strong> CHF 7.9 million.<br />

12 ContinGent liaBilities<br />

The Group enters into long-term agreements with port authorities to guarantee the use <strong>of</strong> concessions rights. Most <strong>of</strong><br />

the concessionaires require a minimum annual guarantee based on sales, passengers or other indicators <strong>of</strong> operational<br />

level. In case <strong>of</strong> early termination Dufry’s subsidiaries can be required to indemnify the port authorities for lost earnings.<br />

The Group or their subsidiaries have granted these warranties regarding the performance <strong>of</strong> certain long-term<br />

contracts directly or through third parties. As per June 30, 2007 no request for fulfillment <strong>of</strong> such contingent liabilities<br />

are pending.<br />

The Group is contingently liable for a remaining amount <strong>of</strong> CHF 2.9 million (2006: CHF 2.9 million) in relation to the purchase<br />

<strong>of</strong> Emerald Distributors Ltd by Duty Free Caribbean (Holdings) Ltd. Under the terms <strong>of</strong> the purchase agreement,<br />

the purchase price was dependent on the consolidated results <strong>of</strong> Duty Free Caribbean Emeralds (St. Lucia) Ltd maintaining<br />

a certain level <strong>of</strong> earnings before depreciation, amortization and interest but after taxes. On attaining the level <strong>of</strong><br />

earnings in any one year as per the agreement, an amount <strong>of</strong> CHF 1.5 million (USD 1.2 million) is payable to the vendor<br />

that year. The remaining two payments can become due in any year up to March 31, 2010.<br />

The subsidiary in Houston has a dispute <strong>of</strong> CHF 1.5 million regarding the payment <strong>of</strong> a minimal annual guarantee <strong>of</strong> past<br />

years <strong>of</strong> the current concession.<br />

The court in Naples has still not pronounced a judgement regarding the dispute held between the local customs and<br />

Dufry Italia SpA in respect <strong>of</strong> vendor control limits. Dufry deemed that this claim will not proceed, after two previous<br />

claims in this respect were dismissed by the court.<br />

Dufry Half Year Report 2007 — Notes to the Interim Condensed Consolidated Financial Statements<br />

F-211


13 related Parties and related Party transaCtions<br />

Dufry Mexico SA de CV operates shops at Mexico City’s Benito Juarez Airport under agreements with Inmobiliaria Fumisa,<br />

SA de CV. Advent International Corporation, the entity managing the funds that control the Company’s major<br />

shareholder, also manages other funds that have a 50% shareholding in Inmobiliaria Fumisa, SA de CV with the remaining<br />

50% owned by a co-investor. In addition, three <strong>of</strong> the members <strong>of</strong> the Company’s Board <strong>of</strong> Directors are also directors<br />

<strong>of</strong> Inmobiliaria Fumisa, SA de CV. The Mexico City concessions are due to remain in force until varying dates between<br />

2010 and 2013. Under the agreements, the Company is required to compensate Inmobiliaria Fumisa, SA de CV through<br />

a monthly fixed rental fee. During the first six months ended in June 2007, total concession fees paid amounted to CHF<br />

11.3 million (June ‘06 = CHF 10.1 million).<br />

In addition to his employment relationship with the Group, Mr Dante Marro, the Chief Operating Officer for region Europe<br />

and member <strong>of</strong> the Group Executive Committee, acting through GSA Srl Gestione Spazi Attrezzati („GSAS“), was granted<br />

rights <strong>of</strong> usufruct over 10% <strong>of</strong> the Company‘s shareholding in its wholly owned subsidiary Dufry Shop Finance Limited Srl<br />

in 2002. The rights <strong>of</strong> usufruct granted to GSAS, which will expire at the latest on December 31, 2020, permit it to enjoy<br />

the benefits <strong>of</strong> share ownership, including the receipt <strong>of</strong> dividends, even though the shares remain vested in a subsidiary.<br />

Upon expiration <strong>of</strong> the rights <strong>of</strong> usufruct, provided that the total pr<strong>of</strong>its <strong>of</strong> the aforementioned company shall not have<br />

been declared as dividends, GSAS shall be entitled to receive 10%, <strong>of</strong> all withheld pr<strong>of</strong>its accumulated as reserves on the<br />

balance sheet <strong>of</strong> Dufry Shop Finance Limited Srl as at December 31, 2020. During the six month period ended June 30,<br />

2007 and six months ended June 30, 2006, no amounts have been paid.<br />

14 oVer-allotment oPtion (From tHe iPo oF dUFry soUtH ameriCa ltd)<br />

On January 21, 2007 the over-allotment option <strong>of</strong> 4,129,567 shares <strong>of</strong> Dufry South America Ltd, Bermuda granted to the<br />

banks participating in the Initial Public Offering was exercised for a total consideration <strong>of</strong> CHF 64.5 million (USD 12.5761<br />

per share). The Group holds thereafter a participation <strong>of</strong> 51% in Dufry South America Ltd.<br />

15 PrinCiPal ForeiGn exCHanGe rates aPPlied For ValUation and translation<br />

in CHF<br />

1 USD<br />

1 EUR<br />

aVeraGe rate<br />

1.2333<br />

1.6548<br />

Dufry Half Year Report 2007 — Notes to the Interim Condensed Consolidated Financial Statements<br />

30. 6. 07 31. 12. 06<br />

ClosinG rate<br />

1.2300<br />

1.6550<br />

F-212<br />

aVeraGe rate<br />

1.2536<br />

1.5732<br />

ClosinG rate<br />

1.2200<br />

1.6100<br />

15


16<br />

16 seGment reVenUe and resUlts<br />

The Group’s risks and returns are predominantly affected by the fact that it operates in different countries. Therefore, the<br />

Group reports segmental information in its financial statements in the same way as it does internally to senior management,<br />

i.e. using geographical areas as its primary segments. There is only one business segment, travel retail.<br />

The geographical segments reported are broken down as follows: Europe (incl. HQ), Africa, Eurasia, North America &<br />

Caribbean and South America.<br />

in thousands <strong>of</strong> CHF<br />

Reporting periods 1.1. to 30.6.<br />

Net sales – third parties<br />

Net sales – intercompanies<br />

net sales<br />

advertising income<br />

turnover<br />

earnings before interest and taxes (eBit)<br />

Financial income / (expenses)<br />

Income taxes<br />

net earninGs<br />

Equity holders <strong>of</strong> the parent<br />

Minority interest<br />

Capital expenditure<br />

Depreciation and amortization<br />

Non-cash result other than depreciation<br />

eUroPe (inCl. Hq) aFriCa eUrasia<br />

2007<br />

191,471<br />

60,565<br />

252,035<br />

8,092<br />

260,127<br />

16,901<br />

7,018<br />

6,564<br />

2,932<br />

2006<br />

172,966<br />

48,318<br />

221,284<br />

7,509<br />

228,793<br />

7,264<br />

11,698<br />

4,047<br />

2,912<br />

2007<br />

76,953<br />

–<br />

76,953<br />

–<br />

76,953<br />

9,116<br />

2,037<br />

3,651<br />

451<br />

2006<br />

63,013<br />

–<br />

63,013<br />

9<br />

63,022<br />

2007<br />

104,098<br />

–<br />

104,098<br />

720<br />

104,818<br />

Due to the change in the composition <strong>of</strong> the segments, prior years’ figures have been restated to make them comparable<br />

with 2007 figures.<br />

Dufry Half Year Report 2007 — Notes to the Interim Condensed Consolidated Financial Statements<br />

F-213<br />

6,258<br />

3,440<br />

3,327<br />

902<br />

9,254<br />

5,920<br />

2,609<br />

512<br />

2006<br />

86,334<br />

–<br />

86,334<br />

637<br />

86,971<br />

8,117<br />

7,760<br />

2,061<br />

511


nortH ameriCa<br />

& CariBBean<br />

2007<br />

232,824<br />

5,149<br />

237,973<br />

3,190<br />

241,163<br />

18,459<br />

7,709<br />

9,852<br />

715<br />

2006<br />

157,939<br />

–<br />

157,939<br />

2,249<br />

160,188<br />

9,722<br />

10,805<br />

5,073<br />

819<br />

soUtH ameriCa<br />

2007<br />

272,229<br />

–<br />

272,229<br />

7,369<br />

279,598<br />

31,517<br />

7,269<br />

11,676<br />

(51)<br />

2006<br />

128,360<br />

–<br />

128,360<br />

3,303<br />

131,663<br />

11,578<br />

452<br />

5,957<br />

270<br />

2007<br />

–<br />

(65,714)<br />

(65,714)<br />

–<br />

(65,714)<br />

(1,442)<br />

Dufry Half Year Report 2007 — Notes to the Interim Condensed Consolidated Financial Statements<br />

eliminations total<br />

–<br />

–<br />

87<br />

2006<br />

–<br />

(48,318)<br />

(48,318)<br />

–<br />

(48,318)<br />

F-214<br />

(1,476)<br />

–<br />

–<br />

–<br />

2007<br />

877,574<br />

–<br />

877,574<br />

19,371<br />

896,945<br />

83,805<br />

(13,639)<br />

(13,194)<br />

56,972<br />

35,545<br />

21,427<br />

29,953<br />

34,352<br />

4,646<br />

2006<br />

608,612<br />

–<br />

608,612<br />

13,707<br />

622,319<br />

41,463<br />

(11,388)<br />

(5,407)<br />

24,668<br />

18,345<br />

6,323<br />

34,155<br />

20,465<br />

5,414<br />

17


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F-215


(This page has been left blank intentionally.)<br />

F-216


(This page has been left blank intentionally.)<br />

F-217


Airport Management Services, LL.C.:<br />

Audited Consolidated Financial Statements for the Fifty-Two Weeks Ended December 30,<br />

2007 and December 31, 2006 (restated)............................................................................................ F-<strong>218</strong><br />

Independent Auditors’ Report .................................................................................................................. F-<strong>218</strong><br />

Combined and Consolidated Balance Sheets........................................................................................... F-219<br />

Combined and Consolidated Statements <strong>of</strong> Operations.......................................................................... F-221<br />

Combined and Consolidated Statements <strong>of</strong> Equity ................................................................................. F-223<br />

Combined and Consolidated Statements <strong>of</strong> Comprehensive Income .................................................... F-225<br />

Combined and Consolidated Statements <strong>of</strong> Cash Flows......................................................................... F-226<br />

Notes to the Consolidated Financial Statements ..................................................................................... F-228<br />

Dufry acquired through the investment vehicle Advent-Hudson, LLC, 11.2 percent <strong>of</strong> the share capital <strong>of</strong><br />

Hudson Group Holdings, Inc. (“Hudson”) alongside with Advent International Corporation, which acquired<br />

68.9 percent <strong>of</strong> Advent-Hudson, LLC. The legal entity “Hudson Group Holdings, Inc.” was incorporated only in<br />

view <strong>of</strong> this acquisition as part <strong>of</strong> the transaction structure. Hudson’s consolidated financial statements comprise<br />

all assets and liabilities <strong>of</strong> Hudson’s legal entities, which was formerly accounted for under the name “Airport<br />

Management Services, LL.C.”<br />

F-<strong>218</strong>


F-219


F-220


F-221


F-222


F-223


F-224


F-225


F-226


F-227


F-228


F-229


F-230


F-231


F-232


F-233


F-234


F-235


F-236


F-237


F-238


F-239


F-240


F-241


(This page has been left blank intentionally.)<br />

F-242


(This page has been left blank intentionally.)<br />

F-243


Hudson Group Holdings, Inc.:<br />

Unaudited Combined and Consolidated Financial Statements for the Twenty-Six Weeks<br />

ended June 29, 2008............................................................................................................................. F-244<br />

Unaudited Combined and Consolidated Balance Sheet.......................................................................... F-245<br />

Unaudited Combined and Consolidated Statement <strong>of</strong> Operations ......................................................... F-247<br />

Unaudited Combined and Consolidated Statement <strong>of</strong> Cash Flows........................................................ F-248<br />

Unaudited Combined and Consolidated Statement <strong>of</strong> Equity ................................................................ F-250<br />

Unaudited Combined and Consolidated Statement <strong>of</strong> Comprehensive Income.................................... F-251<br />

F-244


CURRENT LIABILITIES<br />

HUDSON GROUP HOLDINGS, INC.<br />

UNAUDITED COMBINED AND CONSOLIDATED BALANCE SHEET<br />

For the Twenty-Six (26) Weeks Ended June 29, 2008<br />

LIABILITIES AND EQUITY<br />

Accounts payable $ 30,327,039<br />

Accrued expenses and other current liabilities 35,764,199<br />

Deferred income (*) 8,971,479<br />

Current maturities <strong>of</strong> long-term debt 2,350,000<br />

Total Current Liabilities<br />

OTHER LIABILITIES<br />

F-245<br />

77,412,717<br />

Long-term debt, less current maturities<br />

1 st lien debt 232,650,000<br />

2 nd lien debt 125,000,000<br />

Seller note (*) 30,000,000<br />

Other liabilities 1,583,719<br />

Total Other Liabilities 389,233,719<br />

TOTAL LIABILITIES 466,646,436<br />

MINORITY INTERESTS 17,603,216<br />

EQUITY<br />

Common stock – Par value $0.001, 1 billion shares authorized,<br />

900 million shares issued and outstanding<br />

900,000<br />

Additional paid-in capital 445,637,606<br />

Accumulated other comprehensive income 15,114<br />

Retained earnings 893,079<br />

TOTAL EQUITY 447,445,799<br />

TOTAL LIABILITIES AND EQUITY $ 931,695,451


CURRENT ASSETS<br />

HUDSON GROUP HOLDINGS, INC.<br />

UNAUDITED COMBINED AND CONSOLIDATED BALANCE SHEET<br />

Continued<br />

For the Twenty-Six (26) Weeks Ended June 29, 2008<br />

ASSETS<br />

Cash and cash equivalents $ 37,030,657<br />

Accounts receivable 4,822,084<br />

Inventory (*) 51,099,346<br />

Notes receivable, current portion 3,105,767<br />

Retail display/advertising receivables 6,759,700<br />

Prepaid expenses and other current assets 3,810,424<br />

Total Current Assets 106,627,978<br />

PROPERTY AND EQUIPMENT, Net (*) 112,049,608<br />

OTHER ASSETS<br />

Goodwill (*) 675,634,487<br />

Intangible assets, net (*) 5,970,125<br />

Notes receivable, net <strong>of</strong> current portion 12,966,994<br />

Other assets (*) 18,446,259<br />

Total Other Assets 713,017,865<br />

TOTAL ASSETS $ 931,695,451<br />

(*) The Company is in the process <strong>of</strong> fair valuing its assets and liabilities in relation to the purchase<br />

accounting in accordance with US GAAP. Adjustments may result based on the fair valuation.<br />

F-246


HUDSON GROUP HOLDINGS, INC.<br />

UNAUDITED COMBINED AND CONSOLIDATED STATEMENT OF OPERATIONS<br />

REVENUE<br />

For the Twenty-Six (26) Weeks Ended June 29, 2008<br />

Retail sales $ 317,885,687<br />

Other operating revenue 1,784,122<br />

TOTAL REVENUE 319,669,809<br />

COST OF SALES 134,692,782<br />

GROSS PROFIT 184,977,027<br />

OPERATING EXPENSES<br />

Payroll and payroll related expenses 68,220,996<br />

Selling, general and administrative expenses 83,788,726<br />

Depreciation and amortization 14,659,592<br />

TOTAL OPERATING EXPENSES 166,669,314<br />

OPERATING INCOME 18,307,713<br />

OTHER INCOME (EXPENSES)<br />

Interest expense, net <strong>of</strong> interest income (8,516,732)<br />

Amortization <strong>of</strong> deferred financing costs (784,208)<br />

Other expenses (424,181)<br />

TOTAL OTHER EXPENSES (9,725,121)<br />

INCOME BEFORE MINORITY INTEREST AND INCOME<br />

TAXES<br />

F-247<br />

8,582,592<br />

MINORITY INTEREST 3,585,017<br />

INCOME BEFORE INCOME TAXES 4,997,575<br />

INCOME TAXES 252,901<br />

NET INCOME<br />

$ 4,744,674


HUDSON GROUP HOLDINGS, INC.<br />

UNAUDITED COMBINED AND CONSOLIDATED STATEMENT OF CASH FLOWS<br />

CASH FLOWS FROM OPERATING ACTIVITIES<br />

For the Twenty-Six (26) Weeks Ended June 29, 2008<br />

Net income $ 4,744,674<br />

Adjustments to reconcile net income to net cash provided by operat-<br />

ing activities:<br />

Depreciation and amortization charges 14,659,592<br />

Amortization <strong>of</strong> deferred financing costs 784,207<br />

Non cash stock compensation expense 844,722<br />

Bad debt expense 17,593<br />

Minority interest 3,585,017<br />

Loss on sale <strong>of</strong> fixed asset 165,707<br />

Changes in operating assets and liabilities:<br />

Accounts receivable (2,361,402)<br />

Inventory 2,678,149<br />

Prepaid expenses and other current assets 536,002<br />

Retail display/advertising receivables 1,839,085<br />

Other assets 193,393<br />

Accounts payable (9,112,734)<br />

Accrued bonuses (26,079,276)<br />

Accrued expenses and other current liabilities 12,484,904<br />

Deferred income 5,899,215<br />

Working capital change due to FX translation (168,260)<br />

Other liabilities 467,870<br />

TOTAL ADJUSTMENTS 6,433,784<br />

NET CASH PROVIDED BY OPERATING ACTIVITIES $ 11,178,458<br />

F-248


HUDSON GROUP HOLDINGS, INC.<br />

UNAUDITED COMBINED AND CONSOLIDATED STATEMENT OF CASH FLOWS<br />

Continued<br />

CASH FLOWS FROM INVESTING ACTIVITIES<br />

For the Twenty-Six (26) Weeks Ended June 29, 2008<br />

Acquisition <strong>of</strong> a business (681,866,867)<br />

Purchases <strong>of</strong> property and equipment (18,324,103)<br />

Notes receivable paid 1,563,415<br />

Notes receivable issued (3,545,076)<br />

NET CASH USED IN INVESTING ACTIVITIES (702,172,631)<br />

CASH FLOWS FROM FINANCING ACTIVITIES<br />

Proceeds to finance acquisition 360,000,000<br />

Proceeds from long-term debt – predecessor 26,341,000<br />

Repayment <strong>of</strong> long-term debt (34,934,211)<br />

Financing cost (18,208,970)<br />

Issuance <strong>of</strong> common stocks 357,000,000<br />

Contributions from minority members 3,740,591<br />

Distributions to minority members (6,646,335)<br />

NET CASH PROVIDED BY FINANCING ACTIVITIES 687,292,075<br />

NET DECREASE IN CASH AND CASH EQUIVALENTS (3,702,098)<br />

CASH AND CASH EQUIVALENTS - Beginning 40,732,755<br />

CASH AND CASH EQUIVALENTS - Ending $ 37,030,657<br />

F-249


HUDSON GROUP HOLDINGS, INC.<br />

UNAUDITED COMBINED AND CONSOLIDATED STATEMENT OF EQUITY<br />

Common<br />

Stock<br />

For the Twenty-Six (26) Weeks Ended June 29, 2008<br />

Additional<br />

Paid-in Capital<br />

F-250<br />

Accumulated<br />

Other Comprehensive<br />

Income<br />

/ (Loss)<br />

Partners'<br />

Capital<br />

Retained<br />

Capital Total Equity<br />

Balance December 30, 2007<br />

(Predecessor; Airport Mgmt.<br />

Services LL.C.) 0 $ 14,118,459 $ 901,697 $ 4,105,702 $ 73,733,157 $ 92,859,015<br />

Change in accumulated other<br />

comprehensive income 0 0 (150,335) 0 0 (150,335)<br />

Net income – December 31,<br />

2007 to March 28, 2008 0 0 0 0 3,910,861 3,910,861<br />

Balance March 28, 2008<br />

(Predecessor; Airport Mgmt.<br />

Services LL.C.) 0 14,118,459 751,362 4,105,702 77,644,018 96,619,541<br />

Elimination <strong>of</strong> historical equity 0 (14,118,459) (751,362) (4,105,702) (77,644,018) (96,619,541)<br />

Acquisition 900,000 444,792,884 0 0 0 445,692,884<br />

Stock base compensation 0 844,722 0 0 0 844,722<br />

Change in accumulated other<br />

comprehensive income 0 0 15,114 0 0 15,114<br />

Net Income March 29, 2008 to<br />

June 29, 2008 0 0 0 0 893,079 893,079<br />

Balance June 29, 2008<br />

(Successor; Hudson Group<br />

Holdings, Inc.) 900,000 $ 445,637,606 $ 15,114 $ 0 $ 893,079 $ 447,445,799


HUDSON GROUP HOLDINGS, INC.<br />

UNAUDITED COMBINED AND CONSOLIDATED STATEMENT OF<br />

F-251<br />

COMPREHENSIVE INCOME<br />

For the Twenty-Six (26) Weeks Ended June 29, 2008<br />

NET INCOME $ 4,744,674<br />

OTHER COMPREHENSIVE INCOME<br />

Unrealized gain on foreign currency translation, net 15,114<br />

TOTAL COMPREHENSIVE INCOME $ 4,759,788


(This page has been left blank intentionally.)<br />

F-252


(This page has been left blank intentionally.)<br />

F-253


Airport Management Services, LL.C.:<br />

Unaudited Combined and Consolidated Financial Statements for the Twenty-Six Weeks<br />

ended July 1, 2007................................................................................................................................ F-254<br />

Unaudited Combined and Consolidated Balance Sheet.......................................................................... F-255<br />

Unaudited Combined and Consolidated Statement <strong>of</strong> Operations ......................................................... F-257<br />

Unaudited Combined and Consolidated Statement <strong>of</strong> Cash Flows........................................................ F-258<br />

Unaudited Combined and Consolidated Statement <strong>of</strong> Equity ................................................................ F-260<br />

Unaudited Combined and Consolidated Statement <strong>of</strong> Comprehensive Income.................................... F-261<br />

Dufry acquired through the investment vehicle Advent-Hudson, LLC, 11.2 percent <strong>of</strong> the share capital <strong>of</strong><br />

Hudson Group Holdings, Inc. (“Hudson”) alongside with Advent International Corporation, which acquired<br />

68.9 percent <strong>of</strong> Advent-Hudson, LLC. The legal entity “Hudson Group Holdings, Inc.” was incorporated only in<br />

view <strong>of</strong> this acquisition as part <strong>of</strong> the transaction structure. Hudson’s consolidated financial statements comprise<br />

all assets and liabilities <strong>of</strong> Hudson’s legal entities, which was formerly accounted for under the name “Airport<br />

Management Services, LL.C.”<br />

F-254


CURRENT LIABILITIES<br />

AIRPORT MAN<strong>AG</strong>EMENT SERVICES 1<br />

UNAUDITED COMBINED AND CONSOLIDATED BALANCE SHEET<br />

For the Twenty-Six (26) Weeks Ended July 1, 2007<br />

LIABILITIES AND EQUITY<br />

Accounts payable $ 27,712,637<br />

Accrued expenses and other current liabilities 30,289,252<br />

Current maturities <strong>of</strong> long-term debt 4,210,000<br />

Total Current Liabilities 62,211,889<br />

OTHER LIABILITIES<br />

Due to Hudson Media, Inc. 651,669<br />

Due to related parties 686,028<br />

Long-term debt, less current maturities 51,649,473<br />

Other liabilities 1,042,280<br />

Total Other Liabilities 54,029,450<br />

TOTAL LIABILITIES 116,241,339<br />

EQUITY<br />

Common stock, no par value, 200 shares authorized, 112,5064<br />

shares issued and outstanding<br />

Additional Paid in Capital 14,118,459<br />

Accumulated other comprehensive income 619,043<br />

Retained earnings 85,533,710<br />

Partners' capital 6,854,295<br />

107,125,507<br />

Minority interest 15,109,201<br />

TOTAL EQUITY 122,234,708<br />

TOTAL LIABILITIES AND EQUITY $ 238,476,047<br />

1 The legal entity "Hudson Group Holdings, Inc." was incorporated as part <strong>of</strong> the transaction structure only shortly<br />

before the acquisition <strong>of</strong> the Hudson business by Dufry <strong>AG</strong>. The acquired business was formerly accounted for<br />

under the name "Airport Management Services LL.C.".<br />

F-255<br />

--


CURRENT ASSETS<br />

AIRPORT MAN<strong>AG</strong>EMENT SERVICES<br />

UNAUDITED COMBINED AND CONSOLIDATED BALANCE SHEET<br />

Continued<br />

For the Twenty-iSx (26) Weeks Ended July 1, 2007<br />

ASSETS<br />

Cash and cash equivalents $ 32,057,896<br />

Investments --<br />

Accounts receivable 3,590,246<br />

Inventory 50,038,418<br />

Notes receivable, current portion 3,089,704<br />

Retail display/advertising allowance receivables 20,505,795<br />

Miscellaneous receivables --<br />

Prepaid expenses and other current assets 5,044,371<br />

Total Current Assets 114,326,430<br />

PROPERTY AND EQUIPMENT, Net 99,944,901<br />

OTHER ASSETS<br />

Due from related parties 1,378,922<br />

Due from stockholders --<br />

Notes receivable, net <strong>of</strong> current portion 10,543,509<br />

Intangible assets, net 10,771,812<br />

Other assets 1,510,472<br />

Total Other Assets 24,204,716<br />

TOTAL ASSETS $ 238,476,047<br />

F-256


AIRPORT MAN<strong>AG</strong>EMENT SERVICES<br />

UNAUDITED COMBINED AND CONSOLIDATED STATEMENT OF OPERATIONS<br />

REVENUE<br />

For the Twenty-Six (26) Weeks Ended July 1, 2007<br />

Retail sales $ 304,624,408<br />

Other operating revenue 803,575<br />

TOTAL REVENUE 305,427,983<br />

COST OF SALES 132,864,003<br />

GROSS PROFIT 172,563,980<br />

OPERATING EXPENSES<br />

Payroll and payroll related expenses 58,395,283<br />

Selling, general and administrative expenses 76,640,111<br />

Depreciation and amortization 13,646,698<br />

TOTAL OPERATING EXPENSES 148,682,093<br />

OPERATING INCOME 23,881,887<br />

OTHER INCOME (EXPENSES)<br />

Interest expense, net <strong>of</strong> interest income $697,782 (1,380,817)<br />

Gain from early extinguishment <strong>of</strong> debt 0<br />

Other expenses (1,535,679)<br />

TOTAL OTHER INCOME (2,916,496)<br />

INCOME BEFORE MINORITY INTEREST AND INCOME<br />

TAXES<br />

F-257<br />

20,965,391<br />

MINORITY INTEREST 3,127,735<br />

INCOME BEFORE INCOME TAXES 17,837,656<br />

INCOME TAXES 637,800<br />

NET INCOME $ 17,199,856


AIRPORT MAN<strong>AG</strong>EMENT SERVICES<br />

UNAUDITED COMBINED AND CONSOLIDATED STATEMENT OF CASH FLOWS<br />

CASH FLOWS FROM OPERATING ACTIVITIES<br />

For the Twenty-Six (26) Weeks Ended July 1, 2007<br />

Net income $ 17,199,856<br />

Adjustments to reconcile net income to net cash provided by operat-<br />

ing activities:<br />

Depreciation 10,558,500<br />

Amortization 3,088,198<br />

Bad debt expense 19,634<br />

Minority interest 3,127,735<br />

Changes in operating assets and liabilities:<br />

Accounts receivable (1,468,597)<br />

Inventory (1,816,072)<br />

Prepaid expenses and other current assets 1,917,509<br />

Retail display/advertising allowance receivables 454,113<br />

Other assets 14<br />

Accounts payable (11,447,899)<br />

Accrued expenses and other current liabilities 9,964,288<br />

Other liabilities (1,178,279)<br />

Due to related parties (427,698)<br />

Due from related parties (383,436)<br />

TOTAL ADJUSTMENTS 12,408,009<br />

NET CASH PROVIDED BY OPERATING ACTIVITIES $ 29,607,865<br />

F-258


AIRPORT MAN<strong>AG</strong>EMENT SERVICES<br />

UNAUDITED COMBINED AND CONSOLIDATED STATEMENT OF CASH FLOWS<br />

Continued<br />

CASH FLOWS FROM INVESTING ACTIVITIES<br />

For the Twenty-Six (26) Weeks Ended July 1, 2007<br />

Purchases <strong>of</strong> property and equipment ($ 16,418,515)<br />

Proceeds from sale <strong>of</strong> property and equipment 961,361<br />

Deferred financing cost<br />

Notes receivable, net (813,968)<br />

NET CASH USED IN INVESTING ACTIVITIES (16,271,123)<br />

CASH FLOWS FROM FINANCING ACTIVITIES<br />

Net repayments <strong>of</strong> long term debt (5,285,472)<br />

Due to Media (5,079,811)<br />

Contributions from minority members 1,870,781<br />

Distributions to shareholders (200,000)<br />

Distributions to partners (55,524)<br />

Distributions to stockholders $ 0<br />

Distributions to minority members (4,534,766)<br />

NET CASH USED IN FINANCING ACTIVITIES (13,284,791)<br />

NET INCREASE IN CASH AND CASH EQUIVALENTS 51,951<br />

CASH AND CASH EQUIVALENTS - Beginning 32,005,945<br />

CASH AND CASH EQUIVALENTS - Ending $ 32,057,896<br />

F-259


AIRPORT MAN<strong>AG</strong>EMENT SERVICES<br />

UNAUDITED COMBINED AND CONSOLIDATED STATEMENT OF EQUITY<br />

Common<br />

Stock<br />

Additional<br />

Paid-in<br />

Capital<br />

For the Twenty-Six (26) Weeks Ended July 1, 2007<br />

Accumulated<br />

Other Comprehensive<br />

Income<br />

/ (Loss)<br />

F-260<br />

Retained<br />

Earnings<br />

Partners'<br />

Capital<br />

Minority<br />

Interest Total<br />

Balance January 1, 2007 0 $ 14,118,459 $ 411,820 $ 69,348,721 $ 6.094,952 $ 14,645,451 $ 104,619,403<br />

Net income 0 0 0 16,384,989 814,867 0 17,199,856<br />

Minority interest – net<br />

income 0 0 0 0 0 3,127,735 3,127,735<br />

Capital contributions 0 0 0 0 0 1,870,781 1,870,781<br />

Distributions 0 0 0 (200,000) (55,524) (4,534,766) (4,790,290)<br />

Change in accumulated<br />

other comprehensive<br />

income 0 0 207,223 0 0 0 207,223<br />

Balance July 1, 2007 0 $ 14,118,459 $ 619,043 $ 85,533,710 $ 6,854,295 $ 15,109,201 $ 122,234,708


AIRPORT MAN<strong>AG</strong>EMENT SERVICES<br />

UNAUDITED COMBINED AND CONSOLIDATED STATEMENT OF<br />

F-261<br />

COMPREHENSIVE INCOME<br />

For the Twenty-Six (26) Weeks Ended July 1, 2007<br />

NET INCOME $ 17,199,856<br />

OTHER COMPREHENSIVE INCOME<br />

Unrealized gain on foreign currency translation, net 207,223<br />

TOTAL COMPREHENSIVE INCOME $ 17,407,079


THE COMPANY<br />

Dufry <strong>AG</strong><br />

Hardstrasse 95<br />

CH-4020 Basel<br />

Switzerland<br />

AUDITORS TO THE COMPANY<br />

Ernst & Young <strong>AG</strong><br />

Aeschengraben 9, P.O. Box<br />

CH-4002 Basel<br />

Switzerland<br />

LEGAL ADVISOR TO THE COMPANY<br />

Homburger <strong>AG</strong><br />

Weinbergstrasse 56/58<br />

CH-8006 Zurich<br />

Switzerland

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