DUFRY AG Listing of 4,218,750 Registered Shares
DUFRY AG Listing of 4,218,750 Registered Shares
DUFRY AG Listing of 4,218,750 Registered Shares
Create successful ePaper yourself
Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.
<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 />
F-15
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 />
F-16
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 />
F-17
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 />
F-18
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 />
F-19
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 />
F-20
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 />
F-21
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 />
F-86<br />
67
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 />
F-88<br />
69
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
(This page has been left blank intentionally.)<br />
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