Dufry AnnuAl report 2012
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turNover
in millions of CHF
3300
3000
2700
2400
2100
1800
1500
1200
900
600
300
0
gross Profit
in millions of CHF
2200
2000
1800
1600
1400
1200
1000
800
600
400
200
0
Margin
68 %
66 %
64 %
62 %
60 %
58 %
56 %
54 %
52 %
50 %
48 %
46 %
2008
2009
2010
2011
2012
2008
2009
2010
2011
2012
ebitDa¹
in millions of CHF
Net earNiNgs
in millions of CHF
+28%
+8%
+14%
+13%
+3%
480
440
400
360
320
280
240
200
160
120
80
40
0
240
220
200
180
160
140
120
100
80
60
40
20
0
2008
2009
2010
2011
2012
2008
2009
2010
2011
2012
1 EBITDA before other operational result
Adjusted net earnings without other operational result
Net sales by regioN 2012
Net sales by ProDuCt Category 2012
EMEA & Asia 25 %
America I 25 %
America II 23 %
USA & Canada 26 %
Global Distribution
Centers 1 %
Perfumes & Cosmetics 27 %
Confectionery, Food & Catering 17 %
Wine & Spirits 17 %
Watches, Jewelry & Accessories 9 %
Literature & Publications 8%
Fashion, Leather & Baggage 8 %
Tobacco goods 7 %
Electronics 3 %
Other 4 %
Net sales by ChaNNel 2012
Net sales by Market seCtor 2012
Airports 89 %
Cruise liners & seaports 3 %
Downtown, hotels & resorts 3 %
Railway stations & other 5 %
Duty Free 69 %
Duty Paid 31 %
Dufry AnnuAl report 2012
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ANNUAL
report
2012
CoMPaNy rePort
Message from the Chairman of the Board of Directors 4
6
Statement of the Chief Executive Officer
10
Group Executive Committee
12
Board of Directors
14
Dufry business model
18
Dufry retail concepts
30
Dufry Regions
44
Report of the Chief Financial Officer
48
Corporate Governance
fiNaNCial rePort
Consolidated financial statements
Notes to the consolidated financial statements
Report of the statutory auditor
Financial statements Dufry AG
Notes to the financial statements
Appropriation of available earnings
Report of the statutory auditor
other iNforMatioN
Information for investors and media
Address details of headquarters
70
76
136
138
140
143
144
146
147
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MeSSAGe
FroM tHe CHAIrMAN
oF tHe BoArD
oF DIreCtorS
Dear shareholDers
In 2012, Dufry reached a new milestone in its history,
breaking through the CHF 3 billion mark for turnover and
achieving CHF 3.2 billion – a 19.6% growth rate over 2011.
We further expanded our market share and reached ap-
proximately 9% 1, which places Dufry as the largest travel
retailer in the world. Additionally, we have also improved
our profitability, and posted a record 15.0% EBITDA margin.
In 2012, we continued our strategy to grow and consolidate
the travel retail industry. In January, Dufry expanded its
presence in Russia by acquiring a 51% interest in a local
travel retail operator at Sheremetyevo Airport in Moscow.
In October, Dufry signed an agreement to acquire the
travel retail operations of Folli Follie Group, the leading
travel retailer in Greece. With this acquisition, Dufry fur-
ther increases its presence in a strategic region, the
Mediterranean area. The transaction will also reinforce
our leading position in the travel retail industry.
Throughout 2012, Dufry strengthened its financial structure.
On the debt side, we successfully refinanced our debt ma-
turities that were going to expire in 2013 through a renewal
of a committed revolving credit facility of CHF 650 million
with a syndicate of banks. In addition to that, Dufry made its
debut on the debt capital market by issuing USD 500 million
senior notes maturing in 2020. These transactions have
strengthened our financing structure and diversified our
debt funding. On the equity side, Dufry increased its share
capital by issuing 2.7 million new shares, a capital increase
of 10%. The transaction, one of the financing elements to
fund the acquisition of Folli Follie Travel Retail, was done on
October 11, 2012, through an accelerated bookbuilding offer
and was placed with a large number of existing and new
investors. The books were closed in less than three hours
and the transaction was very well received by investors.
The year was also remarkable in relation to Dufry’s share
price performance. Our share price increased by 38% and
1 Including the pending acquisition of the travel retail division of Folli Follie
outperformed the respective index in Switzerland by 22
percentage points, a factor of more than two times. Trading
volumes of Dufry shares also increased by more than a
third and reached an average of CHF 15.6 million per day,
a result of the consistent delivery and execution of our
strategy. With a market capitalization of CHF 3.5 billion at
the end of 2012, Dufry has established itself as a strong
mid-cap name and has a broad shareholder base in North
and South America as well as in Europe.
We continue our
strategy to grow and
consolidate the
travel retail industry.
Dufry’s shareholder structure changed in January 2013
through two transactions that have led to a further in-
crease in free float to 82.5%. On January 16, 2013, Advent
International Corp., one of our larger shareholders, di-
vested its interest in Dufry and placed all the shares with a
large number of existing and new institutional sharehold-
ers. On January 24, 2013, the long-standing shareholder
Travel Retail Investment SCA informed the company that
they increased their stake in Dufry to 13.18% through
purchases in the market. These changes in the share-
holder structure will not impact Dufry and the strategy will
remain unchanged.
The results achieved in 2012 demonstrate once more the
effectiveness of our strategy. We will continue to develop
our business targeting profitable growth with focus on
emerging markets and tourist destinations. There are still
Page 5
Dufry aNNual rePort 2012
CoMPaNy rePort
JuAn CArlos torres CArretero
many opportunities in this fragmented market and we will
work hard to capitalize on them. Diversification continues
to play an important role in our strategy, as it is a key
element of risk management and ensures that we capture
a broad range of growth opportunities.
We believe the outlook for the travel retail industry in 2013
remains positive. While the economic development in
Europe and the USA may be impacted by the political
discussion on sovereign debt, bringing some uncertainty
and volatility, recent indicators already show an economic
recovery in certain regions, especially in Emerging Mar-
kets. We will continue to look for organic and external
growth opportunities, while continuing to monitor regional
developments.
As in the past, Dufry continues to engage in social projects
that improve lives of disadvantaged people, with a special
focus on children, the weakest group of society. After the
successful partnership with SOS Children’s Villages in
Igarassu, Brazil over the last years, Dufry will sponsor
two more initiatives in Agadir, Morocco and Battambang,
Cambodia. The two projects together will give education,
medical support and other services to children and their
families. Furthermore, Dufry is sponsoring the Street
Child World Cup to be held in Brazil in 2014. This event acts
as a catalyst around the world to safeguard the rights of
millions of children who live and work on the streets. Last
but not least, we have continued a very important social
project in Rio de Janeiro which was launched 17 years ago.
It offers free professional education to thirty young people
every year. The program is for 16 to 18 year-old girls or
boys. Dufry’s employees participate in the program as
volunteers, serving as mentors to these teenagers.
On behalf of the Board of Directors I thank our senior man-
agement for their contribution and their commitment. We
also thank our employees for their work and dedication,
without whom nothing would be possible. Finally, we thank
the shareholders and bondholders for the trust given to us.
Sincerely,
Juan Carlos Torres Carretero
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StAteMeNt
oF tHe CHIeF
exeCUtIve
oFFICer
Dear all
In 2012, Dufry delivered once more outstanding results.
In a year marked by regional differences, turnover grew
strongly by 19.6% and reached CHF 3.2 billion and EBITDA
surged by 27.8% to CHF 474.0 million. Our gross margin
improved from 58.2% to 58.9% and furthermore, our
EBITDA margin showed a strong expansion of 90 basis
points to 15.0% in 2012 from 14.1% one year before. Both,
the level of gross margin and the EBITDA margin are the
best in the history of the Company.
2012 was another
year of strong
growth in turnover
and profitability.
We had significant sales performance in all our regions.
In Region EMEA & Asia, we grew 20.2%, backed by strong
increase in most markets in Asia and Africa and also se-
lected markets in Europe. Region America I grew by 48.3%
in nominal terms, mainly driven through a combination of
strong organic growth, especially in Mexico and selected
markets in the Caribbean, and the consolidation of the
businesses acquired in August 2011. Region America II had
a flat turnover evolution when measured in Swiss Francs.
The lower performance compared to previous years was
mainly due to the economic slowdown and substantial
weakening of the local currency in Brazil. Region United
States & Canada grew organically by 8.7% through a com-
bination of like-for-like growth and space expansion.
Dufry also successfully refinanced its existing credit line
and for the first time in its history Dufry entered the debt
capital market by issuing USD 500 million senior notes.
Such achievements represent the start of a new phase
for the Company. Besides that, we also placed 2.7 million
new shares in the market. The new financial structure
will allow us to continue pursuing opportunities in the
still fragmented travel retail industry.
Continuous expansion through new concessions
Overall, we opened 178 new shops in 2012, representing
around 15,000 m² of additional gross retail space. For 2013,
we expect further expansion through new square meters
and new concessions.
Our pipeline of potential projects continues healthy at ap-
proximately 40,000 m² and to date we have already signed
contracts to open 10,000 m² in the year.
In 2012, we were also successful in consolidating our pres-
ence in Emerging Markets. We are very pleased to have
renewed in November our agreement for the duty free retail
space at Guarulhos International Airport in São Paulo,
Brazil, which is one of the most important operations in this
region. Based on the new agreement, Dufry has renewed
its contracts for operating duty free stores at the airport
until 2016. Additionally, we have been awarded additional
retail space of 2,100 m², increasing overall retail space at
the airport by 50%. More than the new space, we believe
that it will further enhance and reinforce our position in
Brazil and illustrates the quality of our operations, where
we have developed a strong organization with deep knowl-
edge of the Brazilian consumer. The new space is expected
to be operational in the second semester of 2013 and is
forecasted to generate a substantial sales increase.
Since the acquisition of Hudson News in 2008, our busi-
ness in US and Canada has been performing strongly and
we have been able to expand our footprint and increase
our market share. In 2012, we have opened 63 new shops,
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with a total of 6,240 m² of new retail space. Of these, 25
shops are branded or specialized shops, an example of
our ability to develop additional retail formats also in
North America.
Furthermore, in January 2012, we acquired 51% of a local
travel retailer operator at Sheremetyevo Airport in Moscow.
The acquired businesses are in the final phase of integra-
tion and expected synergies are on track.
We continue to actively develop the Hudson News con-
cept also outside North America. In 2012, we opened 45
new Hudson News shops in several locations.
Dufry continues to consolidate the fragmented
travel retail market
Dufry continues to expand its presence through acquisi-
tions in strategic areas. To start with, we are very pleased
with the signing of an agreement to acquire 51% of the
travel retail business of Folli Follie Group. The business
is the leading travel retailer in Greece with 111 shops and
more than 18,000 m² of retail space. The business, which
in 2011 generated a turnover of EUR 291 million and an
EBITDA of EUR 84 million, is a highly attractive asset.
The company operates long-term concession contracts
with attractive terms, and has a high quality customer
base with more than 80% being international travelers.
With this acquisition, we further strengthen and diversify
our concession portfolio and we increase our presence
in the strategically attractive Mediterranean area.
As to the acquisitions made in August 2011, when Dufry
acquired operations in several emerging markets loca-
tions named Argentina, Uruguay, Ecuador, Armenia and
Martinique, the consolidation of these businesses also
contributed to the good performance in 2012. We com-
pleted the integration of the business in the fourth quarter,
ahead of our initial schedule.
Internal reorganization creating a basis
for further growth
In 2012, we performed an internal reorganization in our
Group. Dufry has grown strongly over the years and we
found the need to adapt and prepare the Group to this
new era. We have reduced the number of regions from
six to four, in order to create a critical mass in the regions
and allow synergies to be generated. At the same time,
we redefined the role of the headquarters: responsibili-
ties were pushed to the regional level and company’s
headquarters’ focus is on activities that will generate
synergies for the group on a global basis.
JulIán DíAz gonzález
for the Folli Follie travel retail acquisition have strength-
ened our balance sheet and will allow us to continue
growing our business.
As for 2013, our general outlook is positive, although there
are still some global economic issues that need to be
addressed and there may be some increased volatility
throughout the year. There is a consensus view that the
economic situation will improve in the medium term.
Passenger traffic remains positive with global passenger
growth being forecasted at 5.5%. While regional differ-
ences will continue to persist, all regions are expected
to have positive passenger growth in 2013.
people make the difference
The recognition of our work comes also in the form of
awards. We were awarded the “Best Travel Retailer in
Americas” for the fifth time, which is a recognition that
we are on the right track and illustrates the quality of our
operations, where we have developed a strong organiza-
tion with deep knowledge of the consumer.
For the results achieved in 2012, I would like to thank our
employees for their dedicated work. In a year of changes
in our organization they supported the move towards the
new structure while continuing to deliver every day.
I would like to express my gratitude to our shareholders
and bondholders for their trust in Dufry, to our Board
members for their invaluable support, and to our suppliers
and landlords for the shared efforts in our business.
Finally, my special thanks go to our customers: Thank you
for trusting us and visiting our shops. We will continue to
work to design the best shops with the best brands for
making your shopping experience unforgettable.
Julián Díaz González
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Among other initiatives related to the reorganization, we
have started to create a new logistic structure. Our objec-
tive is to maximize the economic synergies and know-how
of our Company through the consolidation and develop-
ment of Dufry’s commercial model and at the same time
strengthen even more our relationship with suppliers.
The model will centralize our logistic operations in two
main platforms: one in the Americas, for that region and
another in Europe for Europe, Africa and Asia. This will be
a step further to continue growing the company’s produc-
tivity and gross profit margin in the near future.
We continue to focus
on profitable growth
and on Emerging
Markets and tourist
destinations.
priorities in 2013
Our strategy, which we have been implementing for the
last 8 years, remains unchanged also going forward: we
continue to focus on profitable growth and on cash gen-
eration, developing the company in emerging Markets
and tourist destinations.
The medium and long-term trends in travel retail industry,
namely the ongoing global passenger growth, as well as
the continuation of the consolidation of the travel retail
industry have been confirmed and will remain valid.
Hence, we will continue to focus on growing organically
in our current operations through space expansion and
accelerating like-for-like growth. Finally, we also will
remain alert regarding the possible acquisition of high-
quality assets what will generate synergies through
their integration.
The integration of the travel retail division of Folli Follie
Group as well as an increasing of our commercial area
in Guarulhos airport in Brazil will be a priority for us this
year where we will put all of our efforts to make it suc-
cessfully happen.
Last but not least, after several acquisitions in the past
years, our goal this year will be also to deleverage our
Company using our strong cash generation. The refi-
nancing of the 2013 maturities including our debut on the
debt capital markets as well as the capital increase done
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oUr
orGANIZAtIoNAL
StrUCtUre
Chief Executive Officer
Julián Díaz gonzález
Chief Financial Officer
Andreas schneiter
Global Chief Operating Officer
José Antonio gea
General Counsel
pascal C. Duclos
Chief Operating Officer
Region EMEA & Asia
Chief Operating Officer
Region America I
Chief Operating Officer
Region America II
Chief Operating Officer
Region United States & Canada
Xavier rossinyol
rené riedi
José Carlos rosa
Joseph DiDomizio
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GroUp exeCUtIve
CoMMIttee
JulIán DíAz gonzález
XAvIer rossInyol
José AntonIo geA
rené rIeDI
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AnDreAs sChneIter
José CArlos rosA
pAsCAl C. DuClos
Joseph DIDomIzIo
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BoArD oF
DIreCtorS
JuAn CArlos torres CArretero
ernest george BAChrACh
mAurIzIo mAuro
AnDrés holzer neumAn
Jorge Born
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steve tADler
JoAquín moyA-Angeler CABrerA
José luCAs ferreIrA De melo
XAvIer Bouton
JAmes Cohen
mArIo fontAnA
Page 14
Dufry annual rePort 2012
ComPany rePort
OUR
BUSINESS
MODEL
REGIONAL
ORGANIZATION
43 countries orga-
nized in four regions,
where we combine
our global travel
retail know-how with
local expertise
SUPPLIERS
Window display
for international
brands from over
1,000 suppliers
LANDLORDS
Over 180,000 m²
of sales area
in 200 locations
STRATEGY
Strategy of profitable
growth with a global
reach, focused on
emerging markets and
tourist destinations
RETAIL
CONCEPTS
4 distinct
retail concepts
customized to the
travelers’ needs
CUSTOMERS
First class shopping
experiences and unique
customer services for
over 1.7 billion potential
customers
EMPLOYEES
Unique cultural
diversity
and attractive
employment
INVESTORS
Sustainable returns
for equity and
bond investors
SOCIAL
RESPONSIBILITY
Support for
dis advantaged
children
Page 15
Dufry annual rePort 2012
ComPany rePort
FUNDAMENTAL
FACTS
SPECIALTY RETAIL
IN AN ATTRACTIVE SEGMENT
• Worldwide passenger numbers are expected
to grow over 4% p.a. in the next 10 years
• Convenience is an important business driver
• No competition from other channels,
such as internet
EXPERTISE
IN TRAVEL RETAIL
• Over 60 years of travel retail experience
• Different shop concepts to capture the full
potential of each location
• Combines local aspects of operations with
global best practices
GROWTH STRATEGY
• Strategy of profitable growth
• Focus on emerging markets and tourist destinations
• Dufry has grown by 18% p.a. from 2003 to 2012
GLOBAL FOOTPRINT
• Dufry is the leading travel retailer in the industry
• More than 1,200 shops in 43 countries
STRONG CONCESSION
PORTFOLIO AND SUPPLIERS
RELATIONSHIPS
• Broadly diversified concession portfolio with
above average duration
• Longstanding relationships with suppliers
• Full range of top international brands
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StrAteGY
Our current strategy defined in 2004 brought us to the
leading position in our industry. In the last eight years our
turnover has been multiplied almost by five and the EBITDA
grew about tenfold. With 1,243 shops in 43 countries at the
end of 2012, Dufry is the largest travel retailer in the world
and the most diversified one.
profitable growth in emerging markets and
tourist destinations
Dufry follows the concept of profitable growth in its busi-
ness. This means that we will approach every expansion
project and also the existing businesses with a focus on
its development potential as well as on its profitability.
One pillar of our growth strategy is based on the dynamics
of the travel retail industry itself, namely the increase in
the number of passengers. This key driver for our business
has been consistently growing in the last ten years at an
average of more than 4% p.a. and is expected to grow fur-
ther at a similar pace in the next decade. This means that
the number of potential customers for Dufry is expected to
continue growing on average by around 4–5% every year
to reach over 12 billion air passengers by 2031.
An important part of this growth is forecasted to take
place in emerging markets and tourist destinations,
where Dufry has already been focusing its efforts. For
example, emerging markets accounted for 64% of Dufry’s
turnover in 2012.
Active in the consolidation of the fragmented
travel retail industry
The global travel retail market (market size larger than
USD 40 billion) remains very fragmented. Dufry, as the
leading international travel retailer has actively consoli-
dated the market in the past years and today has a market
share of about 9%1 with half of the market being operated
by small and medium-sized local or regional operators.
¹ Including the pending acquisition of the travel retail division of Folli Follie
We expect consolidation in our industry to continue in the
coming years and we intend to keep an active role in that
consolidation. Our long-standing track record in merg-
ers & acquisitions combined with our local and regional
organization allow us to identify, structure, execute and
integrate acquisitions quickly. As a result, we can cap-
ture synergies within a short period of time and add
sustainable value for our shareholders.
Dufry is the leading
travel retailer
with 1,243 shops
in 43 countries,
and a market share
of about 9%1.
recent internal reorganization enhanced our approach
of global organization with local execution
Operating shops in 43 countries, Dufry is one of the most
diversified retailers in the world. To adapt to each local
market is key to successful retailing and this is not dif-
ferent for the retail formats we operate in travel locations.
Based on this idea we have structured our organization
in order to capitalize on the global presence and a local
approach.
Our local teams are responsible for the full understanding
of the customers as well as managing the relationship
with landlords, local authorities and local suppliers.
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The company’s headquarters focus on responsibilities
that result in global synergies. We provide global standard
procedures and best practices, and monitor the business
and the strategic initiatives across all functions. We also
centralize certain functions where we can generate econ-
omies of scale such as procurement and logistics.
Last June, we performed an internal reorganization to better
adapt the company to its current size and re-think the role
of local and global teams. As a result we have reduced the
number of regions to 4 from 6 and adopted several mea-
sures with the goal of further centralize functions that yield
global synergies and decentralize the business execution.
regional diversification
For Dufry, diversification is an important element of our
strategy. First of all, it is an effective way to manage the
risk of external shocks. Secondly, diversification offers
also an important advantage for our understanding of the
customer. We collect information from spending habits
and preferences worldwide, in order to create a unique
database on customer behavior in the industry.
Our duty paid activities currently represent 31% of turn-
over and we expect this business to increase further in the
future. We see great potential in the duty paid segment and
have developed several concepts to capture this potential,
be it through convenience stores or other retail formats.
Being able to operate duty free and duty paid concepts is
in our view an important value driver for our business and
is also very interesting from a strategic perspective.
Market share 2012
9%1
Dufry’s market share at YE 2012 was approximately 9%, an increase of 1
percentage point compared to YE 2011.
As a consequence, we will continue with our strategy of
diversification on all continents.
loNg-terM PasseNger foreCast
Billion of passengers
Duty free and Duty paid: different but
equally attractive concepts
The duty free business represents 69% of our turnover
today, and is an important concept for our future develop-
ment as international travel will continue to increase,
especially in emerging markets. In addition to the opportu-
nities for external growth in this business, we expect duty
free to remain one of the main revenue drivers in the future.
14
12
10
8
6
4
2
0
5.7
6.0
6.3
6.6
6.9
12.2
8.4
2012
2013
2014
2015
2016
2021
2031
Despite of that, two thirds of air passengers are domestic
travelers, only entitled to buy duty paid goods, creating a
great potential for this format as well.
Source: ACI-DKMA
The underlying travel retail market is expected to grow to over
12 billion air passengers by 2031 – a CAGR of about 4.1%.
1 Including the pending acquisition of the travel retail division of Folli Follie
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GeNerAL
trAveL retAIL
SHopS
Either duty free or duty paid, general travel retail shops
are typically located in areas with high passenger flow.
We customize the shop-layout, product assortment and
operations to the respective location, to achieve the highest
attractiveness to the respective customer profiles and
spending patterns.
These shops offer a large selection of different products
and cover a wide range of product categories, such as
perfumes & cosmetics, food & confectionery, wine & spirits,
tobacco goods, watches & jewelry, fashion & leather, sou-
venirs, electronics and other accessories.
In 2012 we continued to renovate these shops and re-shape
them towards our customer needs. For example, in Mexico
we revamped equivalent to 1,400 m² of retail space at
Mexico City Airport, modeling the shops with the best
retail techniques, including store-in-store concepts. All
categories are now displayed with a fresh new look, show-
casing the international brands of more prestige in all
traditional duty free categories. In Martinique, acquired
in 2011, we fully refurbished our operations and rebranded
the shop with the Dufry identity. Sales area also increased
to 460 m² from 160 m² in a brand new walk-through for-
mat. We also refurbished and improved our general travel
retail shops in Basel (Switzerland), Casablanca (Morocco),
Edmonton (Canada), and Buenos Aires (Argentina) just to
name a few. In all these projects, we touch up the layout
of the shops to refine it to the latest trends and offer cus-
tomers a clear and attractive display of all the assortment,
resulting in an increase in the productivity.
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NeWS AND
CoNveNIeNCe
StoreS
This duty paid concept is applied at the departure or arrival
areas of airports, and in other travel locations such as
train stations.
Operated under the “Hudson News” brand, these stores
offer a broad range of convenience products like soft
drinks, confectionery, travel accessories, electronics,
personal items or souvenirs, together with the classical
publication items such as newspapers, magazines and
books.
The shops are designed in such a way that customers can
quickly buy a preferred reading and get something to eat
on the go, or cruise leisurely through the shop while wait-
ing for the next flight or train connection. Whatever their
available time is, a strong visualization and clear presen-
tation of the products are very important factors to give
the traveler a strong incentive to buy.
In 2012, we actively expanded the concept by opening 79
new Hudson News shops. In the United States we started
operations at 34 new points-of-sales with a total of 3,024 m².
Even more remarkable was the expansion out of North
America with the opening of 45 new shops in India, Mexico
and Morocco.
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BrAND
BoUtIQUeS
These boutiques carry a single global brand and mirror
the look-and-feel of the high street shops of the respec-
tive brand.
We operate brand boutiques for some of the most prestigious
brands like Armani, Burberry, Coach, Etro, Ferragamo,
Hermès, Hugo Boss, Lacoste, Montblanc, Swarovski, Tumi,
Versace, Victoria’s Secret or Zegna. Depending on the
location, we design these shops either as stand-alone
boutiques or integrate them as a shop-in-shop concept
within our general travel stores.
Based on concessions won in 2011, we inaugurated
1,424 m² of fashion and beauty outlets at Shuangliu Inter-
national Airport in Chengdu, China during autumn 2012.
Spread across two wings in the newly-opened domestic
Terminal 2, we opened 12 top brand boutiques and a
multi-brand perfumes & cosmetics outlet that offers one
of the most comprehensive ranges of beauty products in
the Chinese domestic travel retail market.
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SpeCIALIZeD
SHopS
The specialized shop concept is used in particular markets,
where we aim to capture the full passenger potential by
operating boutiques that offer a variety of different brands
on one specific theme. These shops can be found in air-
ports, seaports, hotels or downtown locations.
Major concepts include Colombian Emeralds International,
which is a dedicated watches & jewelry format used in the
Caribbean market, Sunglass Hut, which offers a variety of
the world’s brands in sunglasses, Dufry Do Brasil, a par-
ticular concept for local Brazilian goods or Sweet Treats,
offering premium chocolate to our customers.
In 2012, we continued to expand the specialized shop retail
format. For example, we expanded our presence in the
Columbia Emeralds International shops in the Caribbean
with four new stores and also enlarged our portfolio in
other categories with the opening of further specialized
shops offering wine, electronics and books among others.
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CUStoMerS
Deep understanding of customer needs
Dufry wants to provide a great shopping experience to its
customers in all of its 1,243 shops worldwide.
Our journey to best attend to our clients’ needs starts at
the definition of the shop concepts and product offerings.
The various elements are defined based on extensive con-
sumer research, which evaluates the demand for different
retail formats and product categories in a given location.
The same methodology is used for all the operations in
which we are present. Today around 1.7 billion interna-
tional and domestic passengers go through locations
where we operate. We are poised to continue offering our
clients innovative commercial ideas and a broad range
of prime international brands.
Customer service
Our definition of customer service is clear and simple:
we want our customers to enjoy their time in our shops,
and to give them the comfort that they make the right
buying decisions and that Dufry is a most trusted retailer,
regardless which Dufry shop they have been visiting any-
where in the world.
One part of our success is the friendly sales teams who
welcome our customers with a smile and help them find-
ing the products they are looking for or introducing them
to new products that they might be interested in. The
other part is our shop designs that we customize in order
to build the most attractive commercial space in any
given location.
Dufry offers a unique Global Customer Service that spans
across the entire shopping cycle and supports and covers
our customers before, during and after their purchasing,
be it through the internet or through our call center, which
supports customers on any aspect of their shopping.
“Get onto the web and start your journey online”: Dufry’s
website is available in Chinese, English, French, German,
Portuguese and Spanish and reflects our presence and
activities worldwide. It also offers information on custom
allowance regulations for every country in the world and
travel tips for some romantic and exotic places.
Our customers can
choose from over
50,000 items available
in our portfolio.
Dufry is pioneer in adding services to its clients. As an
example in Brazil our pre-order service allows customers
to select and reserve the products they want to buy in the
internet. At the store the travelers just pick up their order
in exclusive check outs.
In other locations we offer the possibility to buy preferred
products at our departure shops and to pick them up in
the arrivals, so that travelers don’t need to carry the
items along on their journey. The possibility of payments
in installments is also an option given by Dufry to its
clients in some locations.
Unique within the travel retail industry is our customer
guarantee, in case a product is not satisfactory: Irre-
spective of a location where a customer purchased a
product, we guarantee to replace or refund any product
within a 30 days period. This guarantee gives comfort to
our customers, even if they buy products at a location
where they may not return to again.
Dufry: an award winning retailer
As in previous years, Dufry has again won several major
awards in 2012: Through an industry-wide poll conducted
by Airport Revenue News (ARN) magazine, our Hudson
News format was recognized as “Best News and Gift
Operator” and one of our branded boutiques at Newark
Liberty International Airport (NJ), namely the Coach
store, was rated with the “Best Retail Store Design”. Fur-
thermore, Dufry achieved the 2nd place for the “Best New
Retail Concept” for its Michael Kors branded store at John
F. Kennedy International Airport (NY) at the 2012 Airports
Council International North America (ACI-NA) conces-
sions contest. And Dufry received the DFNI Americas
award “The Americas Travel Retailer Of The Year” for its
travel retail excellence in the Americas. We regard these
prestigious awards as a confirmation of the reliability and
superior quality of Dufry’s customer services.
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global guaraNtee
30 days
Replace or refund guarantee offered by
Dufry is unique in the travel retail industry.
Net sales by ProDuCt Category 2012
27% PerfuMes & CosMetiCs
17% CoNfeCtioNery,
fooD & CateriNg
17% WiNe &
sPirits
9% WatChes,
JeWelry &
aCCessories
8% literature &
PubliCatioNs
8% fashioN,
leather & baggage
7% tobaCCo gooDs
3% eleCtroNiCs
4% other
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eMpLoYeeS
Our employees are the heart and pulse of Dufry. With their
team spirit and strong commitment, they make our group
the most innovative and successful travel retail company.
unique cultural diversity
At December 31, 2012, Dufry employed 14,361 people
compared to 13,874 at year end of 2011. Our workforce
comprises people from more than 70 nationalities across
all functions. This broad cultural diversity represents a
very strong competitive advantage that, together with our
global customer base, solid strategy and continued ex-
pansion, creates an engaging and truly international
working environment with unique career opportunities
for our employees.
Our global Human Resources strategy continues to be
focused on the key pillars of Training and Development,
Reward and Recognition. We systematically invest in
our people’s development and support a broad range
of in-house and external training and development op-
portunities.
sales and customer care trainings
One of the major development programs is our Sales Acad-
emy that provides quality trainings for our sales people.
Specific aspects trained are: Customer service, sales
techniques, product knowledge and retail processes and
procedures. This particular training program is delivered
by Dufry personnel, who go through specific training
themselves to qualify as Dufry Certified Trainers.
Since 2010, when the program was launched, 408 Certi-
fied Trainers were trained, 241 alone in 2012. They in turn
trained 7,638 Dufry sales professionals in 39 countries.
86% of all our sales professionals have been trained until
now. Our objective was that by 2012, all sales professionals
would have been certified. We have met this objective for
most of our operations, and are now focusing on training
new employees.
Developing management skills in-house
Dufry is proud of its long-term Human Resources strategy
to develop and grow the management potential that exists
within our own group.
We filled 95% of
new management
positions with
internal talents.
It has been our aim for years to fill new or open manage-
ment positions with internal talents whenever possible.
In the reorganization at mid-year 2012, 95% of the 22
newly defined management positions were filled with
managers that had already been working for Dufry over
the previous years.
In 2012, we rolled out our “Out in Front” program, which
we specifically designed for our shop managers and super-
visors on the shop floor during 2011. 303 managers in 11
major locations have gone through the program in 2012 and
we expect a similar number of trainings during 2013.
The aim is that all our retail managers have gone through
this program by year end of 2014. We are convinced that
initiatives and programs like this are constantly increas-
ing the pool of travel retail professionals from which we
can fill vacant or new management positions with internal
talents also in the upcoming years.
Awards program to recognize excellence
Dufry also runs a global recognition program, the “Dufry
One Awards”, open to all Dufry teams that demonstrate
outstanding improvements in productivity, customer
service or a remarkable innovation.
equal opportunities
Dufry is an equal opportunities employer and offers ca-
reer opportunities without discrimination. We offer and
promote a work environment where everyone receives
equal treatment, regardless of gender, color, ethnic or
national origins, disability, age, marital status, sexual
orientation or religion.
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eMPloyees 2012
14,361
Dufry employed 14,361 people at
December 31, 2012, an increase of 4%
compared to year end 2011.
eMPloyees by ProfessioN
0.2% exeCutives
5% Warehouse,
logistiCs
5% other
oPeratioNs
6% fiNaNCe,
it, hr
83% retail
oPeratioNs
eMPloyees by regioN
uNiteD states &
CaNaDa
35%
23%
eMea &
asia
2%
15%
aMeriCa ii
25%
global
DistributioN
CeNters
aMeriCa i
Page 30
Dufry annual rePort 2012
ComPany rePort
EMEA
And AsiA
represented In 50 cities
number of shops 258
total sales area 46,013 m²
employees 3,336
turnover CHF 790.4 million
TEnERiFE
location
Tenerife Sur International Airport
Shops
1 Duty free shop
total sales area, employees
1,200 m², 51 employees
MOsCOW
location
Sheremetyevo Airport
Domodedovo Airport
Shops
13 Duty free shop
2 Brand boutiques
1 News & convenience store
1 Specialized shop
total sales area, employees
1,310 m², 89 employees
sHARJAH
location
Sharjah International Airport
Shops
2 Duty free shops
1 Luxury fashion shop
2 News & convenience stores
total sales area, employees
2,130 m², 192 employees
TUnis
location
Tunis Carthage Airport
Shops
4 Duty free shops, Departure area
2 Duty free shops, Arrival area
total sales area, employees
2,131 m², 193 employees
MiLAn
locations
Malpensa Airport Terminals 1 and 2
Linate Airport
Shops
2 Duty free shops
2 Duty paid shops
2 Last minute duty free shops
10 Brand boutiques
5 Specialist shops
14 News & convenience stores
total sales area, employees
7,730 m², 344 employees
tunis Carthage Airport
milan Malpensa Airport
Sharjah International Airport
sHAnGHAi
location
Shanghai Hongqiao Airport
Shops
14 Brand boutiques
8 Perfumes & cosmetics shops
4 Fashion & accessories shops
total sales area, employees
2,949 m², 291 employees
Moscow Sheremetyevo Airport
Page 32
Dufry annual rePort 2012
ComPany rePort
AMERiCA i
represented In 53 cities
number of shops 255
total sales area 60,963 m²
employees 3,667
turnover CHF 778.3 million
MEXiCO CiTY
location
Benito Juárez Int’l Airport
Shops
15 Duty free shops
7 News & convenience stores
1 Brand boutique
1 Specialized shop
1 Embassy shop
total sales area, employees
5,679 m², 283 employees
PUERTO RiCO
location
Luis Muñoz Marín Int’l Airport, San Juan
Shops
4 Duty free shops
7 News & convenience stores
4 Shops-in-shop
total sales area, employees
2,328 m², 131 employees
BUEnOs AiREs
locations
Ezeiza Int’l Airport Ministro Pistarini
Aeroparque Int’l Airport Jorge Newbery
Shops
9 Duty free shops
total sales area, employees
7,209 m², 576 employees
montevideo
Carrasco Int’l Airport
dOMiniCAn REPUBLiC
location
Las Américas Int’l Airport, Santo Domingo
Shops
7 Duty free shops
4 News & convenience stores
2 Shops-in-shop
total sales area, employees
2,702 m², 186 employees
Dominican republic
Las Américas Int’l Airport
Puerto rico Luis Muñoz
Marín Int’l Airport, San Juan
FLAGsHiP
location
Cruise ships of Norwegian Cruise Lines
Shops
10 Brand boutiques
11 Duty free shops
6 Perfumes & cosmetics shops
total sales area, employees
4,029 m², 205 employees
MOnTEVidEO
location
Carrasco International Airport
Shops
2 Duty free shops
total sales area, employees
1,503 m², 254 employees
Buenos aires Ezeiza Int’l Airport Ministro Pistarini
Page 34
Dufry annual rePort 2012
ComPany rePort
AMERiCA ii
represented In 15 cities
number of shops 67
total sales area 15,347 m²
employees 2,118
turnover CHF 730.6 million
BELO HORiZOnTE
locations
Tancredo Neves International Airport
Conjunto Comercial do Governo de Minas Gerais
Patio Savassi Shopping Center
BH Shopping Center
Shops
2 Duty free shops
3 Duty paid shops
2 Brand boutiques
total sales area, employees
588 m², 75 employees
PORTO ALEGRE
location
Salgado Filho International Airport
Shops
2 Duty free shops
2 Duty paid shops
total sales area, employees
727 m², 46 employees
rio de Janeiro Galeão
International Airport
BRAsÍLiA
location
Presidente Juscelino Kubitschek Int’l Airport
Shops
2 Duty free shops
1 Duty paid shop
total sales area, employees
488m², 42 employees
Brasília Presidente Juscelino
Kubitschek Int’l Airport
Belo Horizonte Tancredo
Neves International Airport
RECiFE
location
Guararapes-Gilberto Freyre Int’l Airport
Shops
2 Duty free shops
1 Duty paid shop
total sales area, employees
525 m², 41 employees
RiO dE JAnEiRO
locations
Galeão International Airport
Santos Dumont Airport
Rua da Assembleia 51 – City Center
Visconde de Pirajá, 351 – Loja 118F / Ipanema
Fashion Mall Shopping Center
Barra Shopping Center
Shops
7 Duty free shops
4 Duty paid shops
3 Brand boutiques
total sales area, employees
4,968 m², 527 employees
sÃO PAULO
locations
Guarulhos International Airport
Viracopos International Airport
Congonhas Airport
Morumbi Shopping Center
Shops
9 Duty free shops
7 Duty paid shops
1 Brand boutique
total sales area, employees
5,262 m², 980 employees
São Paulo Guarulhos International Airport
Page 36
Dufry annual rePort 2012
ComPany rePort
UniTEd sTATEs
And CAnAdA
represented In 57 cities
number of shops more than 650
total sales area 58,022 m²
employees 4,955
turnover CHF 809.3 million
CHiCAGO
locations
O’Hare International Airport
Midway Airport
CitiGroup Building, Metra Station
Shops
39 News & convenience stores
7 Specialty retail shops
8 Bookstores
3 Duty free shops (under construction)
total sales area, employees
4,913 m², 417 employees
sEATTLE
location
Seattle-Tacoma Int’l Airport
Shops
17 News & convenience stores
3 Specialty retail shops
3 Bookstores
3 Duty free shops
total sales area, employees
3,920 m², 268 employees
LOs AnGELEs
location
Los Angeles International Airport
Shops
12 News & convenience stores
17 Specialty retail shops
4 Bookstores
total sales area, employees
3,579 m², 299 employees
LAs VEGAs
location
Las Vegas International Airport
Shops
22 News & convenience stores
3 Specialty retail shops
1 Bookstore
total sales area, employees
3,066 m², 255 employees
new york JFK Int’l Airport
new york JFK Int’l Airport
orlando Sanford Airport
nEW YORK
locations
JFK Int’l Airport – Terminals 1, 2, 4, 7, 8 and 9
LaGuardia Airport
Grand Central Terminal
Port Authority Bus Terminal
Penn Station/PATH 33rd St/Jacob Javits Center
United Nations Gift Centre
Shops
68 News & convenience stores
17 Specialty retail shops
6 Bookstores
total sales area, employees
7,122 m², 852 employees
nEWARK
locations
Newark-Liberty Int’l Airport – Terminals A, B and C
Penn Station Newark
PATH Station – Journal Square
Hoboken Terminal
Shops
27 News & convenience stores
4 Specialty retail shops
4 Bookstores
3 Duty free shops
total sales area, employees
3,207 m², 314 employees
ORLAndO
locations
Orlando International Airport
Sanford Orlando Airport
Shops
10 News & convenience stores
11 Specialty retail shops
1 Bookstore
total sales area, employees
2,247 m², 100 employees
Newark Liberty International Airport
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SUppLIerS
Dufry works with more than 1,000 well-known suppliers
in the travel retail sector, including the most prestigious
brands. Whether in a duty paid or duty free shop, Dufry
will position the brands and develop a specific mix of
brands and products that meets the profile of its clients
as well as the positioning of the supplier. We therefore
follow a “best brand policy” and have developed the stron-
gest portfolio of brands per product category and customer
segmentation in our industry over the past years.
Window display
Two million passengers pass in front of our shops every
day. This volume together with their purchasing power
creates a perfect environment for the advertisement focus
of international brands.
Dufry works with
more than 1,000 well-
known suppliers in
the travel retail sector,
including the most
prestigious brands.
We work closely together with suppliers to continuously
strengthen our partnerships. Together with them, we
analyze and combine research information and best
practices, using Dufry’s and the suppliers’ capabilities,
know-how and expertise.
Working together for a win-win situation
Our suppliers and Dufry share the same goals: Together,
we want to enhance the shopping experience, attract a
maximum of customers, strengthen the brand aware-
ness, convert non-shoppers to shoppers and last but not
least increase sales and spend per passenger.
We enhance our collaboration with the suppliers in mul-
tiple ways, for example through our own Suppliers’
Extranet. It allows our partners to directly access specific
sales data of their brands and products on a location-
by-location basis (e.g. market share, ranking of their
products).
We also share sales forecasting and inventory projec-
tions with our major suppliers. This allows them to plan
our replenishment orders in advance, which in turn helps
improving their production and manufacturing cycles,
reduces lead times and gives both business partners
higher productivity at shorter notice.
A new logistics plan
Dufry changed the dynamics in the travel retail industry
years ago when it implemented its centralized negotia-
tions with suppliers. By being a global organization with
full control and synchronization with its local operations,
we were able to negotiate terms with global suppliers
centrally, benefiting from our global scale, a novel ap-
proach in our industry.
In a new logistic plan expected to be implemented in the
coming years, Dufry plans to move one step forward and
not only negotiate, but also order and manage inventory
centrally. The plan is expected to bring further benefits
for Dufry in terms of gross margin and working capital
management. Suppliers will benefit from reduced com-
plexity, much simpler purchasing processes, and the
flow of goods will also be simplified.
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AIrport
AUtHorItIeS &
LANDLorDS
Operating commercial space at any major travel location
means to share the infrastructure with other service
providers. Hence strong relationships with airport au-
thorities and other landlords is a further key factor to the
success of Dufry.
Dufry wants to be the operator of choice for airport op-
erators and other landlords. We can provide the full
range of retail formats depending on the characteristics
of the retail space. Dufry has a full team on the ground
in four different regions, facilitating us to add a business
to our portfolio wherever it is.
strong and broadly diversified concession portfolio
Over the years, Dufry has successfully built a portfolio
of concession contracts that is highly diversified and of
premium quality. In 2012, we added nearly 4,000 m² of
net retail space to our existing portfolio through new
concessions, the opening of new shops, and an acquisition
in Russia. At year-end 2012, our concession portfolio
spread across 43 countries and included total retail
space of over 180,000 m² in airports, seaports, train sta-
tions and other locations. The announced acquisition of
Folli Follie Travel Retail business will add another
18,000 m² of retail space during 2013, once the transac-
tion is closed.
There are different ways to get concessions: They can be
won through tenders or negotiated directly with airport
authorities, be structured as joint ventures with the airport
operator or be bought through acquisitions. Dufry has a
clear policy whenever looking at expanding the concession
portfolio: We will analyze the concession fee levels and the
duration of the contract, and assess the development
potential of the location from retail as well as travel per-
spectives. We also take into consideration any execution
or operational complexities. Through a strict evaluation
of these criteria, we ensure that our concession portfolio
remains of the highest quality and that each concession
offers attractive returns for our group.
Dufry has been adding
net new concessions
of around 4% of sales
per year since 2003.
strong concession portfolio
Dufry established strong relationships over the years with
landlords and business partners, always aiming to create
a win-win situation. We have structured a solid conces-
sion portfolio with long duration and attractive terms.
Managing concession contracts is an important part of
our daily work and we actively manage our concession
portfolio to renew and extend existing contracts and
also to win new contracts. On average, we renew every
year contracts which generate 5%–10% of our sales. In
addition, we add new contracts every year and over
time, we have expanded our concession portfolio sig-
nificantly. Since 2003, Dufry has added in average a net
4% of sales per year in new contracts through new
concessions. Dufry’s concession portfolio includes
also a number of long-term contracts with durations
well above 10 years. For example, in our operations in
Italy at Milan Linate and Milan Malpensa, where we
have partnership with the local airport operator, we
have secured concession contracts until 2041. Sharjah
(United Arab Emirates), Puerto Rico, Dominican Repub-
lic and Argentina are other locations with long-term
contract durations.
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INveStorS
Dufry’s strategy of profitable growth is designed to create
sustainable value for its shareholders.
In 2012, Dufry’s share price showed a strong performance
of 38% and closed at CHF 119.60 by the end of the year.
The daily average volume of our shares (including trading
volumes of the separately listed Brazilian Depository Re-
ceipts at BM&FBOVESPA in São Paulo, Brazil) climbed
further by 38% to approximately CHF 15.6 million per day.
Our market capitalization at December 31, 2012 reached
CHF 3.55 billion.
free float increases to 82.5%
Since the beginning of 2012, two events have resulted in
an increase of our free float to 82.5%. On October 10,
2012, Dufry successfully executed a capital increase of
CHF 286.0 million to finance the acquisition of a 51% par-
ticipation in the travel retail division of Folli Follie Group.
Furthermore, in January 2013 funds controlled by Advent
International announced that they sold all their remaining
shares held in Dufry. Both transactions were structured
as accelerated book buildings and the shares were placed
with a large number of institutional shareholders.
successful placement of usD 500 million senior notes
Dufry entered the bond market for the first time in 2012 and
issued US Dollar denominated senior notes in an aggregate
principal amount of USD 500 million to refinance term
loans of approximately CHF 502 million that expire in 2013.
The notes have an annual coupon of 5.5% and mature on
October 15, 2020. The bonds were successfully placed
with a broad range of international investors in the Euro-
bond market and with qualified US investors (under
Regulation S and 144A rules).
The bonds are rated by Standard & Poors (BB+), Fitch (BB)
and Moody’s (Ba3).
Dufry keeps a close relationship with investors and ana-
lysts. Our investor relations team is always ready to take
queries from the financial community. With investor rela-
tions offices in Switzerland and Brazil, Dufry has the best
structure to attend to the financial markets’ demands.
Dufry has
consis tently
created sustain -
able returns
for its investors.
risk management
Dufry operates a systematic risk management and con-
tinuously improves its risk management tools. Wherever
possible, we mitigate risks and actively manage those risks
that are unavoidable as part of our business operations.
Operational performance is measured with clearly de-
fined indicators, such as spend per passenger, gross
margins, net working capital ratios and operating profits.
When assessing new projects or operations, we also
place high importance on cash flow models, return on
investment or internal rates of return.
One important aspect of managing our business risks is
our corporate strategy of diversification. Being active in a
large number of countries spread across the globe, and
working with different suppliers and landlords, reduces
the concentration risks in our operations and sourcing.
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05.08.10
06.08.10
09.08.10
10.08.10
11.08.10
12.08.10
13.08.10
16.08.10
17.08.10
18.08.10
19.08.10
20.08.10
23.08.10
24.08.10
25.08.10
26.08.10
27.08.10
30.08.10
31.08.10
01.09.10
02.09.10
03.09.10
06.09.10
07.09.10
08.09.10
09.09.10
10.09.10
13.09.10
14.09.10
15.09.10
16.09.10
17.09.10
20.09.10
21.09.10
22.09.10
23.09.10
24.09.10
27.09.10
28.09.10
29.09.10
30.09.10
01.10.10
04.10.10
05.10.10
06.10.10
07.10.10
08.10.10
11.10.10
12.10.10
13.10.10
14.10.10
15.10.10
18.10.10
19.10.10
20.10.10
21.10.10
22.10.10
25.10.10
26.10.10
27.10.10
28.10.10
29.10.10
01.11.10
02.11.10
03.11.10
04.11.10
05.11.10
08.11.10
09.11.10
10.11.10
11.11.10
12.11.10
15.11.10
16.11.10
17.11.10
18.11.10
19.11.10
22.11.10
23.11.10
24.11.10
25.11.10
26.11.10
29.11.10
30.11.10
01.12.10
02.12.10
03.12.10
06.12.10
07.12.10
08.12.10
09.12.10
10.12.10
13.12.10
14.12.10
15.12.10
16.12.10
17.12.10
20.12.10
21.12.10
22.12.10
23.12.10
27.12.10
28.12.10
29.12.10
30.12.10
03.01.11
04.01.11
05.01.11
06.01.11
07.01.11
10.01.11
11.01.11
12.01.11
13.01.11
14.01.11
17.01.11
18.01.11
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21.01.11
24.01.11
25.01.11
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27.01.11
28.01.11
31.01.11
01.02.11
02.02.11
03.02.11
04.02.11
07.02.11
08.02.11
09.02.11
10.02.11
11.02.11
14.02.11
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21.02.11
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24.02.11
25.02.11
28.02.11
01.03.11
02.03.11
03.03.11
04.03.11
07.03.11
08.03.11
09.03.11
10.03.11
11.03.11
14.03.11
15.03.11
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17.03.11
18.03.11
21.03.11
22.03.11
23.03.11
24.03.11
25.03.11
28.03.11
29.03.11
30.03.11
31.03.11
01.04.11
04.04.11
05.04.11
06.04.11
07.04.11
08.04.11
11.04.11
12.04.11
13.04.11
14.04.11
15.04.11
18.04.11
19.04.11
20.04.11
21.04.11
25.04.11
26.04.11
27.04.11
28.04.11
29.04.11
02.05.11
03.05.11
04.05.11
05.05.11
06.05.11
09.05.11
10.05.11
11.05.11
12.05.11
13.05.11
16.05.11
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18.05.11
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23.05.11
24.05.11
25.05.11
26.05.11
27.05.11
30.05.11
31.05.11
01.06.11
02.06.11
03.06.11
06.06.11
07.06.11
08.06.11
09.06.11
10.06.11
13.06.11
14.06.11
15.06.11
16.06.11
17.06.11
20.06.11
21.06.11
22.06.11
23.06.11
24.06.11
27.06.11
28.06.11
29.06.11
30.06.11
01.07.11
04.07.11
05.07.11
06.07.11
07.07.11
08.07.11
11.07.11
12.07.11
13.07.11
14.07.11
15.07.11
19.07.11
18.07.11
20.07.11
21.07.11
22.07.11
25.07.11
26.07.11
27.07.11
28.07.11
29.07.11
01.08.11
02.08.11
03.08.11
04.08.11
05.08.11
08.08.11
09.08.11
10.08.11
11.08.11
12.08.11
15.08.11
16.08.11
17.08.11
18.08.11
19.08.11
22.08.11
23.08.11
24.08.11
25.08.11
26.08.11
29.08.11
30.08.11
31.08.11
01.09.11
02.09.11
05.09.11
06.09.11
07.09.11
08.09.11
09.09.11
12.09.11
13.09.11
14.09.11
15.09.11
16.09.11
19.09.11
20.09.11
21.09.11
22.09.11
23.09.11
26.09.11
27.09.11
28.09.11
29.09.11
30.09.11
03.10.11
04.10.11
05.10.11
06.10.11
07.10.11
10.10.11
11.10.11
12.10.11
13.10.11
14.10.11
17.10.11
18.10.11
19.10.11
20.10.11
21.10.11
24.10.11
25.10.11
26.10.11
27.10.11
28.10.11
31.10.11
01.11.11
02.11.11
03.11.11
04.11.11
07.11.11
08.11.11
09.11.11
10.11.11
11.11.11
14.11.11
15.11.11
16.11.11
17.11.11
18.11.11
21.11.11
22.11.11
23.11.11
24.11.11
25.11.11
28.11.11
29.11.11
30.11.11
01.12.11
02.12.11
05.12.11
06.12.11
07.12.11
08.12.11
09.12.11
12.12.11
13.12.11
14.12.11
15.12.11
16.12.11
19.12.11
20.12.11
21.12.11
22.12.11
23.12.11
26.12.11
27.12.11
28.12.11
29.12.11
30.12.11
02.01.12
03.01.12
04.01.12
05.01.12
06.01.12
09.01.12
10.01.12
11.01.12
12.01.12
13.01.12
16.01.12
17.01.12
18.01.12
19.01.12
20.01.12
23.01.12
24.01.12
25.01.12
26.01.12
27.01.12
30.01.12
31.01.12
01.02.12
02.02.12
03.02.12
06.02.12
07.02.12
08.02.12
09.02.12
10.02.12
13.02.12
14.02.12
15.02.12
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17.02.12
20.02.12
21.02.12
22.02.12
23.02.12
24.02.12
27.02.12
28.02.12
29.02.12
01.03.12
02.03.12
05.03.12
06.03.12
07.03.12
08.03.12
09.03.12
12.03.12
13.03.12
14.03.12
15.03.12
16.03.12
19.03.12
20.03.12
21.03.12
22.03.12
23.03.12
26.03.12
27.03.12
28.03.12
29.03.12
30.03.12
02.04.12
03.04.12
04.04.12
05.04.12
06.04.12
09.04.12
10.04.12
11.04.12
12.04.12
13.04.12
16.04.12
17.04.12
18.04.12
19.04.12
20.04.12
23.04.12
24.04.12
25.04.12
26.04.12
27.04.12
30.04.12
01.05.12
02.05.12
03.05.12
04.05.12
07.05.12
08.05.12
09.05.12
10.05.12
11.05.12
14.05.12
15.05.12
16.05.12
17.05.12
18.05.12
21.05.12
22.05.12
23.05.12
24.05.12
25.05.12
28.05.12
29.05.12
30.05.12
31.05.12
01.06.12
04.06.12
05.06.12
06.06.12
07.06.12
08.06.12
11.06.12
12.06.12
13.06.12
14.06.12
15.06.12
18.06.12
19.06.12
20.06.12
21.06.12
22.06.12
25.06.12
26.06.12
27.06.12
28.06.12
29.06.12
02.07.12
03.07.12
04.07.12
05.07.12
06.07.12
09.07.12
10.07.12
11.07.12
12.07.12
13.07.12
16.07.12
17.07.12
18.07.12
19.07.12
20.07.12
23.07.12
24.07.12
25.07.12
26.07.12
27.07.12
30.07.12
31.07.12
01.08.12
02.08.12
03.08.12
06.08.12
07.08.12
08.08.12
09.08.12
10.08.12
13.08.12
14.08.12
15.08.12
16.08.12
17.08.12
20.08.12
21.08.12
22.08.12
23.08.12
24.08.12
27.08.12
28.08.12
29.08.12
30.08.12
31.08.12
03.09.12
04.09.12
05.09.12
06.09.12
07.09.12
10.09.12
11.09.12
12.09.12
13.09.12
14.09.12
17.09.12
18.09.12
19.09.12
20.09.12
21.09.12
24.09.12
25.09.12
26.09.12
27.09.12
28.09.12
01.10.12
02.10.12
03.10.12
04.10.12
05.10.12
08.10.12
09.10.12
10.10.12
11.10.12
12.10.12
15.10.12
16.10.12
17.10.12
18.10.12
19.10.12
22.10.12
23.10.12
24.10.12
25.10.12
26.10.12
29.10.12
30.10.12
31.10.12
01.11.12
02.11.12
05.11.12
06.11.12
07.11.12
08.11.12
09.11.12
12.11.12
13.11.12
14.11.12
15.11.12
16.11.12
19.11.12
20.11.12
21.11.12
22.11.12
23.11.12
26.11.12
27.11.12
28.11.12
29.11.12
30.11.12
03.12.12
04.12.12
05.12.12
06.12.12
07.12.12
10.12.12
11.12.12
12.12.12
13.12.12
14.12.12
17.12.12
18.12.12
19.12.12
20.12.12
21.12.12
26.12.12
27.12.12
28.12.12
Share Price Dufry
150
135
120
105
90
75
60
45
30
15
0
150
135
120
105
90
75
60
45
30
15
0
150
135
120
105
90
75
60
45
30
15
0
SPI
Volume
04.01.10
05.01.10
06.01.10
07.01.10
08.01.10
11.01.10
12.01.10
13.01.10
14.01.10
15.01.10
18.01.10
19.01.10
20.01.10
21.01.10
22.01.10
25.01.10
26.01.10
27.01.10
28.01.10
29.01.10
01.02.10
02.02.10
03.02.10
04.02.10
05.02.10
08.02.10
09.02.10
10.02.10
11.02.10
12.02.10
15.02.10
16.02.10
17.02.10
18.02.10
19.02.10
22.02.10
23.02.10
24.02.10
25.02.10
26.02.10
01.03.10
02.03.10
03.03.10
04.03.10
05.03.10
08.03.10
09.03.10
10.03.10
11.03.10
12.03.10
15.03.10
16.03.10
17.03.10
18.03.10
19.03.10
22.03.10
23.03.10
24.03.10
25.03.10
26.03.10
29.03.10
30.03.10
31.03.10
01.04.10
06.04.10
07.04.10
08.04.10
09.04.10
12.04.10
13.04.10
14.04.10
15.04.10
16.04.10
19.04.10
20.04.10
21.04.10
22.04.10
23.04.10
26.04.10
27.04.10
28.04.10
29.04.10
30.04.10
03.05.10
04.05.10
05.05.10
06.05.10
07.05.10
10.05.10
11.05.10
12.05.10
14.05.10
17.05.10
18.05.10
19.05.10
20.05.10
21.05.10
25.05.10
26.05.10
27.05.10
28.05.10
31.05.10
01.06.10
02.06.10
03.06.10
04.06.10
07.06.10
08.06.10
09.06.10
10.06.10
11.06.10
14.06.10
15.06.10
16.06.10
17.06.10
18.06.10
21.06.10
22.06.10
23.06.10
24.06.10
25.06.10
28.06.10
29.06.10
30.06.10
01.07.10
02.07.10
05.07.10
06.07.10
07.07.10
08.07.10
09.07.10
12.07.10
13.07.10
14.07.10
15.07.10
16.07.10
19.07.10
20.07.10
21.07.10
22.07.10
23.07.10
26.07.10
27.07.10
28.07.10
29.07.10
30.07.10
02.08.10
03.08.10
04.08.10
05.08.10
06.08.10
09.08.10
10.08.10
11.08.10
12.08.10
13.08.10
16.08.10
17.08.10
18.08.10
19.08.10
20.08.10
23.08.10
24.08.10
25.08.10
26.08.10
27.08.10
30.08.10
31.08.10
01.09.10
02.09.10
03.09.10
06.09.10
07.09.10
08.09.10
09.09.10
10.09.10
13.09.10
14.09.10
15.09.10
16.09.10
17.09.10
20.09.10
21.09.10
22.09.10
23.09.10
24.09.10
27.09.10
28.09.10
29.09.10
30.09.10
01.10.10
04.10.10
05.10.10
06.10.10
07.10.10
08.10.10
11.10.10
12.10.10
13.10.10
14.10.10
15.10.10
18.10.10
19.10.10
20.10.10
21.10.10
22.10.10
25.10.10
26.10.10
27.10.10
28.10.10
29.10.10
01.11.10
02.11.10
03.11.10
04.11.10
05.11.10
08.11.10
09.11.10
10.11.10
11.11.10
12.11.10
15.11.10
16.11.10
17.11.10
18.11.10
19.11.10
22.11.10
23.11.10
24.11.10
25.11.10
26.11.10
29.11.10
30.11.10
01.12.10
02.12.10
03.12.10
06.12.10
07.12.10
08.12.10
09.12.10
10.12.10
13.12.10
14.12.10
15.12.10
16.12.10
17.12.10
20.12.10
21.12.10
22.12.10
23.12.10
27.12.10
28.12.10
29.12.10
30.12.10
03.01.11
04.01.11
05.01.11
06.01.11
07.01.11
10.01.11
11.01.11
12.01.11
13.01.11
14.01.11
17.01.11
18.01.11
19.01.11
20.01.11
21.01.11
24.01.11
25.01.11
26.01.11
27.01.11
28.01.11
31.01.11
01.02.11
02.02.11
03.02.11
04.02.11
07.02.11
08.02.11
09.02.11
10.02.11
11.02.11
14.02.11
15.02.11
16.02.11
17.02.11
18.02.11
21.02.11
22.02.11
23.02.11
24.02.11
25.02.11
28.02.11
01.03.11
02.03.11
03.03.11
04.03.11
07.03.11
08.03.11
09.03.11
10.03.11
11.03.11
14.03.11
15.03.11
16.03.11
17.03.11
18.03.11
21.03.11
22.03.11
23.03.11
24.03.11
25.03.11
28.03.11
29.03.11
30.03.11
31.03.11
01.04.11
04.04.11
05.04.11
06.04.11
07.04.11
08.04.11
11.04.11
12.04.11
13.04.11
14.04.11
15.04.11
18.04.11
19.04.11
20.04.11
21.04.11
25.04.11
26.04.11
27.04.11
28.04.11
29.04.11
02.05.11
03.05.11
04.05.11
05.05.11
06.05.11
09.05.11
10.05.11
11.05.11
12.05.11
13.05.11
16.05.11
17.05.11
18.05.11
19.05.11
20.05.11
23.05.11
24.05.11
25.05.11
26.05.11
27.05.11
30.05.11
31.05.11
01.06.11
02.06.11
03.06.11
06.06.11
07.06.11
08.06.11
09.06.11
10.06.11
13.06.11
14.06.11
15.06.11
16.06.11
17.06.11
20.06.11
21.06.11
22.06.11
23.06.11
24.06.11
27.06.11
28.06.11
29.06.11
30.06.11
01.07.11
04.07.11
05.07.11
06.07.11
07.07.11
08.07.11
11.07.11
12.07.11
13.07.11
14.07.11
15.07.11
18.07.11
19.07.11
20.07.11
21.07.11
22.07.11
25.07.11
26.07.11
27.07.11
28.07.11
29.07.11
01.08.11
02.08.11
03.08.11
04.08.11
05.08.11
08.08.11
09.08.11
10.08.11
11.08.11
12.08.11
15.08.11
16.08.11
17.08.11
18.08.11
19.08.11
22.08.11
23.08.11
24.08.11
25.08.11
26.08.11
29.08.11
30.08.11
31.08.11
01.09.11
02.09.11
05.09.11
06.09.11
07.09.11
08.09.11
09.09.11
12.09.11
13.09.11
14.09.11
15.09.11
16.09.11
19.09.11
20.09.11
21.09.11
22.09.11
23.09.11
26.09.11
27.09.11
28.09.11
29.09.11
30.09.11
03.10.11
04.10.11
05.10.11
06.10.11
07.10.11
10.10.11
11.10.11
12.10.11
13.10.11
14.10.11
17.10.11
18.10.11
19.10.11
20.10.11
21.10.11
24.10.11
25.10.11
26.10.11
27.10.11
28.10.11
31.10.11
01.11.11
02.11.11
03.11.11
04.11.11
07.11.11
08.11.11
09.11.11
10.11.11
11.11.11
14.11.11
15.11.11
16.11.11
17.11.11
18.11.11
21.11.11
22.11.11
23.11.11
24.11.11
25.11.11
28.11.11
29.11.11
30.11.11
01.12.11
02.12.11
05.12.11
06.12.11
07.12.11
08.12.11
09.12.11
12.12.11
13.12.11
14.12.11
15.12.11
16.12.11
19.12.11
20.12.11
21.12.11
22.12.11
23.12.11
26.12.11
27.12.11
28.12.11
29.12.11
30.12.11
02.01.12
03.01.12
04.01.12
05.01.12
06.01.12
09.01.12
10.01.12
11.01.12
12.01.12
13.01.12
16.01.12
17.01.12
18.01.12
19.01.12
20.01.12
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100.000.000
80.000.000
60.000.000
40.000.000
20.000.000
pAge 41
Dufry AnnuAl report 2012
CompAny report
Dufry ag share PriCe aND traDiNg voluMe
Daily average voluMe
Share price
in CHF
Trading volume
millions of CHF
millions of CHF
165
150
135
120
105
90
75
60
45
30
15
0
15.6
11.3
9.3
120
100
80
60
40
20
0
16
14
12
10
8
6
4
2
0
3.1
2.7
1.7
Q1/10 Q2/10 Q3/10 Q4/10 Q1/11 Q2/11 Q3/11 Q4/11 Q1/12 Q2/12 Q3/12 Q4/12
2007
2008
2009
2010
2011
2012
Dufry
SPI
Volume
Source: Bloomberg
Note: SPI Index has been rebased to Dufry’s share price
Note: Since April 2011 including trading volumes of
Dufry AG BDR
Market CaPitalizatioN aND free float
shareholDer struCture
billions of CHF
January 31, 2013
2.9
2.9
3.2
3.1
2.1
2.1
2.2
2.3
2.3
2.3
1.6
1.7
3.5
2.6
3.0
2.2
4.0
3.5
3.0
2.5
2.0
1.5
1.0
0.5
0
Q1/11
Q2/11
Q3/11
Q4/11
Q1/12
Q2/12
Q3/12
Q4/12
Average Market Capitalization
Free Float
huDsoN MeDia
4.3%
travel retail
iNvestMeNts sCa
13.2%
free float
82.5%
pAge 42
Dufry AnnuAl report 2012
CompAny report
SoCIAL
reSpoNSIBILItY
Igarassu, Brazil
Dufry has been an active supporter of disadvantaged
children with two major projects in Brazil for many years.
In 2012, we committed additional donations to new proj-
ects in Morocco and Cambodia and have decided to be a
sponsor of the next Street Child World Cup, to be held in
2014. In addition, we support a range of cultural events
and contribute to charitable organizations to help victims
of natural disasters.
We focus
our contri butions
to charitable
organizations on
helping disadvan-
taged children.
new projects in morocco and Cambodia
In 2012, Dufry evaluated new SOS Children’s Village proj-
ects and decided to donate funds for 2013 to cover the
cost of food, medicine and clothing for 100 children living
at the SOS Children’s Village in Agadir, Morocco.
Furthermore, the SOS Hermann Gmeiner School in Bat-
tambang, Cambodia, which offers school education from
primary to senior high school levels (grades 1 to 12) to
about 450 students, received a donation by Dufry that
covers half of the personnel costs (e.g. for teachers’
salaries) in 2013.
sponsoring the street Child World Cup
In December 2012, Dufry signed an agreement to be one
of the sponsors of the next Street Child World Cup, which
will take place in Rio de Janeiro, Brazil, in March 2014.
The Street Child World Cup (SCWC) acts as a catalyst to
individuals, companies and governments around the
world to increase their efforts to safeguard the rights
of millions of children who live and work on the streets.
In addition to the football tournament, the SCWC will
Agadir, morocco
Battambang, Cambodia
host an international conference and arts program to
give children a platform to talk about the issues they
face in their daily lives.
uniforms, educational material and transportation assis-
tance. Dufry employees also participate in the program as
volunteers, serving as mentors to these teenagers.
other donations and cultural events
Dufry has also donated to the Red Cross Disaster Relief
Fund and has been a major cultural sponsor to the Swiss
Indoors (tennis tournament) and the AVO session (musical
festival) in Basel, as well as the Madrid Open Tennis
Tournament, just to name a few. Finally, Dufry also en-
ables customer donations for various social projects by
maintaining donation boxes in its stores. We would like
to thank our customers as well for all the donations during
2012, which have been greatly welcomed by the different
charities concerned.
Continued support for children in Brazil
Dufry has funded the construction of a social center in
Igarassu back in 2009 and has continued to finance the
running costs of this center and training classes ever since.
Under the professional management of the SOS Children’s
Villages institution, more than 600 infants, young children
and teenagers and their mothers are benefitting from the
services provided by this center.
Another project is a social promotion program in Rio de
Janeiro that has been supported by Dufry’s South America
operations for over 17 years. It offers free professional
education to thirty young people every year. The program
can be attended by 16 to 18 year-old girls or boys and
covers subjects, such as English, computer classes, retail
operations, professional orientation, teamwork, leader-
ship, ethics and citizenship modules. The students also
receive free meals, medical and dental care, life insurance,
pAge 44
Dufry AnnuAl report 2012
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report
oF tHe CHIeF
FINANCIAL
oFFICer
Dear all
2012 was once again a year of important achievements and
strong performance and we continued to add new busi-
nesses to our portfolio. Turnover grew by 19.6% and
reached CHF 3,153.6 million. At the same time, EBITDA
margin increased by 0.9 percentage points, reaching a
new record level of 15.0%. Dufry also generated more
cash than ever before: cash flow from operations stood at
CHF 452.1 million, 20.0% higher than in 2011.
Dufry continued to play a major role in the consolidation
of the travel retail industry. After the acquisition of several
travel retail operations in South America, as well as Mar-
tinique and Armenia in August 2011, we started 2012 by
acquiring a 51% stake of a Russian travel retailer in Janu-
ary, expanding our presence at Sheremetyevo Airport in
Moscow. In October, Dufry signed an agreement to acquire
51% of the travel retail operations of Folli Follie Group, the
leading travel retailer in Greece. Last but not least, we
were able to sign in November 2012 an agreement with
Guarulhos International Airport in São Paulo, Brazil, for
the extension of our concession until 2016 and the expan-
sion of our retail space in the airport of almost 50%.
In 2012, Dufry also further strengthened its debt profile.
We successfully refinanced our debt maturing in 2013
through a renewal of a committed CHF 650 million bank
facility until 2017 and we also debuted in the debt capital
markets with a successful 8 year senior notes offering of
USD 500 million maturing in 2020. Dufry also strengthened
its equity base with a capital increase of CHF 286.0 million
to finance the transaction in Greece.
turNover iNCreases by 19.6%
turnover
In 2012, Dufry’s turnover grew by 19.6% to CHF 3,153.6 mil-
lion from CHF 2,637.7 million in 2011. Organic growth
contributed 3.7%, including like-for-like growth of 1.5%
and new concessions contributed net 2.2%. Acquisitions
added 11.2% to the turnover growth, through the consoli-
dation of the businesses acquired in August 2011 and the
acquisition made in Russia at the beginning of 2012. The
translational currency effect was positive by 4.7%.
Last June an internal reorganization was announced
aiming to support our existing structure, as well as to
prepare our organization for further growth over the
next years. The number of regions was reduced from six
to four, and responsibilities were pushed down to re-
gional levels. Certain functions, where synergies can be
extracted through economies of scale, have been more
centralized, such as customer intelligence, procurement
and logistics, and treasury.
Turnover of region emeA & Asia grew by 20.2% in 2012
and reached CHF 790.4 million versus CHF 657.8 million
in the previous year. In constant exchange rates (CER)
turnover growth was 19.5% in the period. We had a very
strong performance in Asia and Africa where most mar-
kets reached double-digit growth for the year. Europe
also continued to grow, albeit at a lower pace. There, we
saw a good performance in France, Spain and Switzer-
land. Growth in the region was also supported by the
consolidation of acquisitions in Armenia, Martinique and
Russia. In China, the good performance was further
enhanced by new concessions in Chengdu. During the
year, we also completed the last steps of the exit from
Singapore.
Turnover in region America I increased by 48.3% to CHF
778.3 million, compared to CHF 524.7 million in 2011. In
constant exchange rates (CER), turnover growth was
40.7% in the period. Our operations in Mexico showed
strong sales growth supported by passenger growth.
Apart from the operations in the British Caribbean,
Page 45
Dufry aNNual rePort 2012
CoMPaNy rePort
AnDreAs sChneIter
which remained weak due to a change in the passenger
profile and different itineraries of the cruise lines affect-
ing the numbers of customers, the other parts of the
Caribbean performed very well. Especially our business
in the Dominican Republic and Trinidad performed
strongly. In South America, our operations in Argentina
and Uruguay were affected by the bankruptcy of the Uru-
guayan airline Pluna at the beginning of July.
Turnover in region America II increased by 0.2% to CHF
730.6 million, compared to CHF 729.4 million in 2011, with
currency translation effects contributing 5.5% in the pe-
riod. After many years of continued strong performance,
operations in Brazil were impacted by the economic
slowdown in the country, a softening of the Brazilian Real
against the US Dollar, as well as capacity constraints in
some of the Brazilian airports. We successfully imple-
mented several measures to safeguard the profitability
in the region.
Turnover in region united states & Canada increased by
15.5% to CHF 809.3 million in 2012 compared to CHF
700.5 million one year earlier. In constant exchange rates
(CER), turnover growth was 8.7% in the period. Turnover
continued to show solid growth driven by like-for-like
growth as well as through adding new concessions and
retail space. The expansion of our presence in the region
is not only based on the Hudson News convenience store
concept, but we also successfully have expanded our
portfolio of brand boutiques and specialized shops as
well as duty free shops. Performance in the last quarter
of 2012 in the region was impacted by hurricane Sandy
but the negative effects were relatively short-lived.
iMProveD Profitability – oPeratiNg Costs
reMaiN uNDer CoNtrol
gross profit
Gross profit in 2012 amounted to CHF 1,856.6 million,
and the gross margin improved by 70 basis points to
58.9% versus 58.2% in 2011. The continuation of our
global negotiations with suppliers and the synergies
added from the companies acquired in 2011 and 2012
were the key drivers for achieving the new record level.
It is also worth highlighting the cooperation with key
suppliers in several projects such as brands plan and
data sharing.
pAge 46
Dufry AnnuAl report 2012
CompAny report
Consoldiated income statement:
Net sales
Advertising income
turnover
Cost of sales
gross profit
Selling expenses
Personnel expenses
General expenses
eBItDA (before other operational result)
Depreciation, amortization and impairment
Other operational result
earnings before interest and taxes (eBIt)
Financial expenses, net
earnings before taxes (eBt)
Income taxes
net earnings
ATTRIBUTABLE TO:
Net earnings attribut. to equity holders
Non-controlling interest
net earnings to equity holders adjusted for
amortization in respect of acquisitions
Basic earnings per share in CHF
Cash earnings per share¹ in CHF
Weighted average number of outstanding shares in thousands
¹ adjusted for amortization of acquisitions
2011
in %
100.0%
41.8%
58.2%
22.0%
15.3%
6.9%
14.1%
5.0%
8.1%
1.9%
6.2%
1.1%
5.1%
in millions of Chf
in %
in millions of Chf
2012
3,062.1
91.5
3,153.6
(1,297.0)
1,856.6
(694.2)
(474.7)
(213.7)
474.0
(168.3)
(30.1)
275.6
(78.3)
197.3
(39.1)
158.2
122.4
35.8
205.2
4.46
7.48
27,447
100.0%
41.1%
58.9%
22.0%
15.1%
6.8%
15.0%
5.3%
8.7%
2.5%
6.3%
1.2%
5.0%
2,560.9
76.8
2,637.7
(1,102.4)
1,535.3
(579.7)
(402.6)
(182.1)
370.9
(131.5)
(26.9)
212.5
(49.4)
163.1
(28.2)
134.9
111.9
23.0
169.2
4.16
6.30
26,873
selling expenses
Selling expenses, as a percentage of turnover, remained
flat at 22.0%. In absolute terms, they reached CHF 694.2 mil-
lion in 2012 versus CHF 579.7 million one year earlier.
personnel and general expenses
As a percentage of turnover, personnel expenses improved
to 15.1% from 15.3% in 2011. Personnel expenses in 2012
were CHF 474.7 million, compared to CHF 402.6 million
in 2011.
General expenses also improved as a percentage of turn-
over to 6.8% from 6.9% in 2011. Expressed in Swiss Francs,
general expenses increased to CHF 213.7 million in 2012
from CHF 182.1 million one year earlier.
eBItDA
EBITDA increased by 27.8% to CHF 474.0 million in 2012
from CHF 370.9 million in 2011 as a result of the gross
margin growth and constant focus on keeping expenses
under strict control. The EBITDA margin improved by 90
basis points, and reached the record level of 15.0%.
Depreciation and Amortization
Depreciation and Amortization was at CHF 168.3 million
in 2012 from CHF 131.5 million in 2011. Depreciation was
higher at CHF 65.1 million in 2012 compared to CHF
58.8 million in 2011. Amortization increased by CHF
30.5 million to CHF 103.2 million in 2012, mainly due to the
additional amortization deriving from the acquisitions
done in August 2011 and in January 2012.
pAge 47
Dufry AnnuAl report 2012
CompAny report
which was due to expire in 2013, through a new committed
5 year RCF of CHF 650 million with a syndicate of banks.
The facility will be used for general corporate purposes
and will have the same covenants as the existing Group
credit facilities.
At the same time, Dufry successfully placed US dollar-
denominated senior notes in an aggregate principal amount
of USD 500 million to refinance all term loans expiring in
2013. The newly issued senior notes have a term of eight
years with the annual coupon being 5.5%.
keeP exPaNDiNg the busiNess toWarDs
a More global PreseNCe …
The year was also successful in relation to Dufry’s share
price performance. Our share price increased by 38%,
resulting in a market capitalization of CHF 3.5 billion.
Moreover, trading volumes of Dufry shares also increased
by 38% and reached an average of CHF 15.6 million per
day. The increased trading volumes are also reflective of
a broader investor base and an increased visibility of Dufry
in the equity markets that we have been able to develop
over time.
Overall, 2012 was a very successful year for Dufry in all
respects: we achieved a strong financial performance,
continued to expand our global footprint and increased our
market share, and we also reinforced our organization as
well as our balance sheet through the re-financings and
equity increase.
As we look at 2013, our focus will continue to be on or-
ganically growing our business based on our existing
strategy. At the same, the integration of the Folli Follie
Travel Retail transaction and our space expansion in São
Paulo will be a priority and both projects will be impor-
tant drivers for our business going forward. Last but not
least, cash generation and deleveraging our company
will allow us to further strengthen our leading position
going forward.
To conclude, I would like to thank our partner banks, share-
holders, key advisors, investors and analysts for their
support and contribution in 2012.
eBIt
EBIT increased to CHF 275.6 million in 2012 versus CHF
212.5 million in 2011. Other operational result (net) was
minus CHF 30.1 million in the year. Among this amount,
CHF 15.8 million are acquisition-related costs, consulting
fees and expenses related to projects and start-ups.
financial result and taxes
Net financial expenses stood at CHF 78.3 million in 2012
compared to CHF 49.4 million one year earlier. This in-
crease is mainly due to the additional debt of USD 1.0 bil-
lion structured in August 2011, to finance the acquisitions
mentioned earlier. The refinancing of parts of Dufry’s
credit facilities and the diversification of its funding by
issuing a USD 500 million senior notes offering also added
to the increase in the financial result. The new financing
carries a fixed 5.5% coupon.
Income taxes reached CHF 39.1 million, up from CHF
28.2 million in 2011. The effective tax rate as a percentage
of EBT was 19.8% in the period.
net earnings
Net earnings increased by CHF 23.3 million and stood at
CHF 158.2 million. Net earnings attributable to equity
holders grew by 9.4% to CHF 122.4 million and Cash EPS
increased by 18.7% to CHF 7.48 in 2012 versus CHF 6.30
in 2011.
A key driver of the Cash EPS growth was the full year
consolidation of the acquisitions done in August 2011 and
the respective implementation of the synergies. We suc-
cessfully completed the integration of the transaction and
could achieve the expected synergies until year-end 2012,
well ahead of the initial timeframe of 18–24 months.
high Cash floW geNeratioN
Cash flow and debt
Cash flow from operating activities increased by 13.6% to
CHF 382.5 million in 2012 from 336.8 million one year ear-
lier. Free cash flow also increased by CHF 22.9 million to
CHF 271.8 million. At the end of December 2012, Net debt
was CHF 951.3 million compared to the CHF 1,361.3 million
one year ago. Adjusting for the capital increase of CHF
286.0 million done in October 2012, whose proceeds will
be used to finance the 51% stake of Folli Follie’s travel
retail operations, adjusted net debt at year-end 2012 is CHF
1,237.3 million. The main covenant, Net Debt/adjusted
EBITDA was 2.4 times as per December 31, 2012.
2012 was also a year of important developments in terms
of capital market for Dufry. In October, we refinanced our
existing revolving credit facility (RCF) of CHF 415 million,
Andreas Schneiter
pAge 48
Dufry AnnuAl report 2012
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CorporAte
GoverNANCe
1. group struCture AnD shAreholDers
1.2 SIGNIFICANT SHAREHOLDERS
1.1 GROUP STRUCTURE
For an overview of the management organizational chart
and operational Group structure, please refer to page 9
of this Annual Report.
listed company
CompAny
Dufry AG, Hardstrasse 95, 4052 Basel, Switzerland
(hereinafter “ Dufry AG” or the “Company”)
lIstIng
Registered shares: SIX Swiss Exchange
Brazilian Depositary Receipts (BDRs):
São Paulo Stock Exchange
(BM&FBOVESPA – Bolsa de Valores de São Paulo), Brazil
mArket CApItAlIzAtIon
CHF 3,548,989,231 as of December 31, 2012
perCentAge of shAres helD By Dufry Ag
1.139% of Dufry AG share capital as of December 31, 2012
seCurIty numBers
Registered shares: ISIN-Code CH0023405456,
Swiss Security-No. 2340545
Ticker Symbol DUFN
SIN-Code BRDAGBBDR008
Ticker Symbol DAGB11
Pursuant to the information provided to the Company by
its shareholders in compliance with the Swiss Stock
Exchange Act during 2012, the following significant
shareholders held more than 3% of the share capital as
of December 31, 2012². Numbers as notified by the share-
holders under Art. 20 SESTA adjusted for the capital
increase of October 17, 2012:
shAreholDer
perCentAge
Global Retail Group S.à r.l. (1), controlled by funds
managed by Advent International Corporation (2)
Travel Retail Investment SCA (3), controlled by
Petrus PTE Ltd (4)
Credit Suisse Group AG (5)
Hudson Media Inc. (6)
13.07%
7.49%
4.60%
3.89%
(1) 76 Grand Rue, L-1660 Luxembourg City, Grand Duchy of Luxembourg.
(2) 75 State Street, Boston, MA 02109, USA.
(3) 76 Grand Rue, L-1660 Luxembourg City, Grand Duchy of Luxembourg.
(4) 8 Cross Street, #11-00 PWC Building, Singapore 048424.
(5) Paradeplatz 8, Postfach, 8070 Zurich, Switzerland. Shareholding
held indirectly through various subsidiaries and investment funds
controlled by Credit Suisse Group AG.
(6) One Meadowlands Plaza, Suite 902, East Rutherford, NJ 07073, USA.
Hudson Media Inc. is controlled by James Cohen, c/o Hudson
Media Inc., One Meadowlands Plaza, Suite 902, East Rutherford,
NJ 07073, USA.
non-listed companies
For a table of the operational non-listed consolidated
entities please refer to page 134 in section Financial State-
ments of this Annual Report¹.
Travel Retail Investment SCA is controlled by Petrus PTE Ltd, which holds
the majority of the shares in Travel Retail Investment SCA and the majority
of the shares in Travel Retail S.à r.l., which is the general partner and sole
manager of Travel Retail Investment SCA. Petrus PTE Ltd is an affiliate of
Mr. Andrés Holzer Neumann and his family.
¹ Including the company names, locations, percentage of shares held, share capital.
² The actual shareholdings may differ from the figures indicated in the table, as the Company must only be notified
by its shareholders, if one of the thresholds defined in Art. 20 of the Swiss Stock Exchange Act is crossed.
pAge 49
Dufry AnnuAl report 2012
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Global Retail Group S.à r.l., 76 Grand Rue, L-1660 Luxem-
bourg, Grand Duchy of Luxembourg, controlled by funds
managed by Advent International Corporation, 75 State
Street, Boston, MA 02109, USA, informed the Company
that on January 31, 2012, it had left the group of share-
holders previously consisting of Global Retail Group S.à r.l.
(controlled by funds managed by Advent International
Corporation) and Travel Retail Investment SCA (previously
controlled by funds managed by Advent International
Corporation, other shareholders were Petrus PTE Ltd and
Witherspoon Investments LLC). Global Retail Group S.à r.l.
disclosed a participation of 14.38% of the share capital
of Dufry AG as of January 31, 2012 (the previously existing
group of shareholders held 22.62% of the share capital
of Dufry AG as of December 31, 2011).
Skopos Investimentos Ltda., Rua Hungria, n° 415, Jardim
Europa, São Paulo, SP, CEP-0145 Brazil, informed the
Company that its shareholding had gone below the
threshold of 3% on March 8, 2012, due to a sale transac-
tion. Skopos held 4.43% of the share capital of Dufry AG
as of December 31, 2011 (then disclosed as a group of
funds controlled by Skopos Administradora de Recursos
Ltda and Skopos Invest Administradora de Recursos In-
ternacionais Ltda.).
Travel Retail Investment SCA, 76 Grand Rue, L-1660 Lux-
embourg, Grand Duchy of Luxembourg (shareholders of
Travel Retail Investment SCA are Petrus PTE Ltd (con-
trolling shareholder) and Witherspoon Investments LLC),
informed the Company that on January 31, 2012, it held
a participation of 8.24% of the share capital of Dufry AG.
The disclosure notice was triggered as the funds man-
aged by Advent International Corporation and Global
Retail Group S.à r.l. left the previously existing group of
shareholders consisting of Travel Retail Investment SCA
and Global Retail Group S.à r.l. as a result of an internal
reorganization at the level of Travel Retail Investment
SCA (see also comment to the disclosure notice of Global
Retail Group S.à r.l. above and remark under “Develop-
ments after December 31, 2012” below).
Changes of significant shareholders in connection with
Art. 20 of SESTA during fiscal year 2012 can be summarized
as follows:
Artio Global Management LLC, 330 Madison Avenue,
New York, NY 10017 USA, informed the Company that its
shareholding had gone below the threshold of 3% on
March 20, 2012, due to a sale transaction. Previous disclo-
sures in fiscal year 2012: Participation had gone below the
threshold of 5% to 4.81% on January 19, 2012, due to a sale
transaction. Artio Global Management LLC held 7.07% of
the share capital of Dufry AG as of December 31, 2011.
Credit Suisse Group AG, Paradeplatz 8, Postfach, 8070
Zurich, Switzerland, informed the Company that its share-
holding (held indirectly as a group of companies through
various subsidiaries and investment funds controlled by
Credit Suisse Group AG) had gone below the threshold of
5% to 4.60% (purchase position of 4.60% in registered
shares) on October 18, 2012, due to a sale transaction.
Previous disclosures in fiscal year 2012: Participation
had gone above the threshold of 5% to 6.02% (purchase
positions of 5.50% in registered shares and 0.52% as
equity swap; sale positions of 0.25% as equity swap) on
October 11, 2012, due to a purchase transaction.
Participation had gone below the threshold of 5% to
4.45% (purchase positions of 4.45% in registered shares)
on June 22, 2012, due to a sale transaction.
Participation had gone above the threshold of 5% to
5.0011% (purchase positions of 4.60% in registered
shares and 0.4% as equity swap) on June 21, 2012, due
to a purchase transaction.
Participation had gone below the threshold of 5% to
4.98% (purchase positions of 4.58% in registered shares
and 0.4% as equity swap) on June 12, 2012, due to a sale
transaction.
Participation had gone above the threshold of 5% to
5.01% (purchase positions of 4.6% in registered shares
and 0.41% as equity swap) on June 7, 2012, due to a pur-
chase transaction.
Participation had gone below the threshold of 5% to
4.95% (purchase positions of 4.55% in registered shares
and 0.40% as equity swap) on May 24, 2012, due to a sale
transaction.
Credit Suisse Group AG held 6.81% of the share capital
of Dufry AG as of December 31, 2011.
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Developments after December 31, 2012
Global Retail Group S.à r.l, an entity controlled by Advent
International Corporation, notified the Company, that its
shareholding fell below 3% of the share capital of Dufry
AG on January 15, 2013.
Mr. Andrés Holzer Neumann notified the Company that
he increased his direct and indirect holdings (held, inter
alia, through Travel Retail Investment SCA, and Petrus
PTE Ltd) to 13.18% of the share capital of Dufry AG on
January 17, 2013.
Travel Retail S.à r.l. notified the Company on January 24,
2013, that the group originally consisting of Petrus PTE
Ltd, Witherspoon Investment LLC, and funds of Advent
International Corporation had been completely (instead of
partially) dissolved (correcting the notification published
on February 3, 2012) as the funds managed by Advent
International Corporation and Global Retail Group S.à r.l
left the group of shareholders as a result of an internal
reorganization at the level of Travel Retail Investment SCA
and that, as a result, Petrus PTE Ltd is the controlling
shareholder of Travel Retail Investment SCA.
Morgan Stanley notified the Company that it increased its
direct and indirect holdings to 5.005% of the share capital
of Dufry AG on January 17, 2013.
Credit Suisse Group AG notified the Company that it de-
creased its direct and indirect holdings to below 3% of the
share capital of Dufry AG on February 14, 2013.
Credit Suisse Group AG notified the Company that it in-
creased its direct and indirect holdings to 3.54% of the
share capital of Dufry AG on February 22, 2013.
Further details to the above mentioned disclosures are
available on the website of SIX Swiss Exchange on:
http://www.six-swiss-exchange.com/shares/companies/
major_shareholders_en.html
1.3 CROSS-SHAREHOLDINGS
Dufry AG has not entered into cross-shareholdings with
other companies in terms of capital shareholdings or
voting rights in excess of 5%.
2. CaPital struCture
2.1 SHARE CAPITAL
orDInAry shAre CApItAl
As of December 31, 2012: CHF 148,369,115 (nominal value)
divided in 29,673,823 fully paid registered shares with nominal
value of CHF 5 each
ConDItIonAl shAre CApItAl
CHF 13,488,100 (nominal value) divided in 2,697,620 fully paid
registered shares with nominal value of CHF 5 each
AuthorIzeD shAre CApItAl
CHF 13,488,105 (nominal value) divided in 2,697,621 fully paid
registered shares with nominal value of CHF 5 each,
issuance possible until May 2, 2014
2.2 DETAILS TO CONDITIONAL AND AUTHORIZED
SHARE CAPITAL
Conditional share capital
Art. 3bis of the Articles of Incorporation, dated October 11,
2012, reads as follows:
1. The share capital may be increased in an amount not to
exceed CHF 13,488,100 by the issuance of up to 2,697,620
fully paid registered shares with a nominal value of CHF
5 each through the exercise of conversion and/or option
rights granted in connection with the issuance of newly
or already issued convertible debentures, debentures
with option rights or other financing instruments by the
Company or one of its group companies.
2. The preferential subscription rights of the shareholders
shall be excluded in connection with the issuance of
convertible debentures, debentures with option rights
or other financing instruments. The then current own-
ers of conversion and/or option rights shall be entitled
to subscribe for the new shares.
3. The acquisition of shares through the exercise of con-
version and/or option rights and each subsequent
transfer of the shares shall be subject to the restrictions
set forth in Article 5 of these Articles of Incorporation.
4. The Board of Directors may limit or withdraw the right
of the shareholders to subscribe in priority to convertible
debentures, debentures with option rights or similar
financing instruments when they are issued, if
a) an issue by firm underwriting by a consortium of banks
with subsequent offering to the public without prefer-
ential subscription rights seems to be the most ap-
propriate form of issue at the time, particularly in terms
of the conditions or the time plan of the issue; or
b) the financing instruments with conversion or option
rights are issued in connection with the financing or
refinancing of the acquisition of an enterprise or parts
of an enterprise or with participations or new invest-
ments of the Company.
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5. If advance subscription rights are denied by the Board
2.3 CHANGES IN CAPITAL OF DUFRY AG
of Directors, the following shall apply:
a) Conversion rights may be exercised only for up to 15
years; and option rights only for up to 7 years from
the date of the respective issuance.
b) The respective financing instruments must be issued
at the relevant market conditions.
Authorized share capital
Art. 3ter of the Articles of Incorporation, dated October 11,
2012, reads as follows:
1. The Board of Directors shall be authorized to increase
the share capital in an amount not to exceed CHF
13,488,105 through the issuance of up to 2,697,621 fully
paid registered shares with a nominal value of CHF 5
per share by not later than May 2, 2014. Increases in
partial amounts shall be permitted.
2. The subscription and acquisition of the new shares,
as well as each subsequent transfer of the shares,
shall be subject to the restrictions of Article 5 of
these Articles of Incorporation.
3. The Board of Directors shall determine the issue price,
the type of payment, the date of issue of new shares,
the conditions for the exercise of the preferential sub-
scription rights, and the beginning date for dividend
entitlement. In this regard, the Board of Directors may
issue new shares by means of a firm underwriting
through a banking institution, a syndicate or another
third party and a subsequent offer of these shares to
the current shareholders. The Board of Directors may
permit preferential subscription rights that have not
been exercised to expire or it may place these rights
and/or shares as to which preferential subscription
rights have been granted but not exercised, at market
conditions or use them for other purposes in the interest
of the Company.
4. The Board of Directors is further authorized to re-
strict or deny the preferential subscription rights of
shareholders or allocate such rights to third parties
if the shares are to be used:
a) for the acquisition of enterprises, parts of an enter-
prise or participations, or for new investment plans
or, in case of a share placement, for the financing
or refinancing of such transactions; or
b) for the participation of strategic partners (including
in the case of a public takeover bid) or for the purpose
of broadening the shareholder constituency or in
connection with a listing of shares on domestic or
foreign stock exchanges, including for the purpose
of delivering shares to the participating banks in con-
nection with an over-allotment option (Greenshoe).
nomInAl shAre CApItAl
December 31, 2010
December 31, 2011
December 31, 2012
ConDItIonAl shAre CApItAl
December 31, 2010
December 31, 2011
December 31, 2012
AuthorIzeD shAre CApItAl
December 31, 2010
December 31, 2011
December 31, 2012
CHF 134,881,015
CHF 134,881,015
CHF 148,369,115
2,836,480
CHF
CHF
2,836,480
CHF 13,488,100
None
None
CHF 13,488,105
Changes in capital in 2010
On February 11, 2010, Dufry AG, Dufry South America Ltd
(“DSA”) and Dufry Holdings & Investments AG (“DHIAG”)
entered into a merger and amalgamation agreement,
pursuant to which DSA was merged and amalgamated
with and into DHIAG (the “Merger”) by way of absorption
in accordance with Art. 3 et seq. of the Swiss Federal Act
on Merger, Demerger, Conversion and Transfer of Liabil-
ities (the “Merger Act”) and Section 104B of the Bermuda
Companies Act. In connection with the Merger, the trading
of the shares of DSA on the Luxembourg Stock Exchange
and of the Brazilian Depositary Receipt (“BDRs”) of DSA
on the BM&FBovespa was discontinued. The Company
registered with the Comissão de Valores Mobiliários
(“CVM”) and listed its shares in the form of BDRs on the
BM&FBovespa.
The General Meeting of Shareholders of the Company
approved the Merger and the necessary capital increase
on March 22, 2010. The share capital was increased from
CHF 96,069,770 to CHF 134,881,015 by the issuance of
7,762,249 new registered shares with a nominal value of
CHF 5 each. The pre-emptive rights were withdrawn for
valid reasons in accordance with Art. 652b para. 2 of the
Swiss Code of Obligations, i.e. the absorption of DSA by
DHIAG, a wholly-owned subsidiary of the Company.
As a result of the Merger, Dufry’s share capital as of
December 31, 2010, amounted to 26,976,203 shares with
a nominal value of CHF 5 each, and Dufry holds 100% of
the combined entity DHIAG – DSA.
Changes in capital in 2011
The capital of Dufry AG remained unchanged during fiscal
year 2011.
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Changes in capital in 2012
At the Ordinary General Meeting of Shareholders on
May 2, 2012, shareholders approved the Board of Direc-
tors’ proposal to increase the amount of the previously
existing conditional capital from CHF 2,836,480 (567,296
registered shares with nominal value of CHF 5 each) to
CHF 13,488,100 (2,697,620 registered shares with nom-
inal value of CHF 5 each).
At the same Ordinary General Meeting, shareholders
also approved the Board of Directors’ proposal to create
authorized share capital in an amount of CHF 26,976,205
(5,395,241 registered shares with nominal value of CHF
5 each).
On October 10, 2012, Dufry issued 2,697,620 shares with
nominal value of CHF 5 from the authorized capital.
Hence, the existing authorized share capital decreased
from CHF 26,976,205 to CHF 13,488,105, and the ordi-
nary share capital increased from CHF 134,881,015 to
CHF 148,369,115.
2.4 SHARES
As of December 31, 2012, the share capital of Dufry AG
is divided into 29,673,823 fully paid in registered shares
with a nominal value of CHF 5 each.
The Company has only one category of shares. The shares
are issued in registered form. All shares are entitled to
dividends if declared. Each share entitles to one vote. The
Company maintains a share register showing the name
and address of the shareholders or usufructuaries. Only
persons registered as shareholders or usufructuaries of
registered shares in the share register shall be recog-
nized as such by the Company.
2.5 PARTICIPATION CERTIFICATES AND PROFIT
SHARING CERTIFICATES
The Company has not issued any non-voting equity secu-
rities, such as participation certificates (“Partizipations-
scheine”) or profit sharing certificates (“Genussscheine”).
2.6 LIMITATION ON TRANSFERABILITY AND NOMINEE
REGISTRATION OF REGISTERED SHARES
– Only persons registered as shareholders or usufruc-
tuaries of registered shares in the share register shall
be recognized as such by the Company. In the share
register the name and address of the shareholders or
usufructuaries is recorded. Changes must be reported
to the Company.
– Acquirers of registered shares shall be registered as
shareholders with the right to vote, provided that they
expressly declare that they acquired the registered
shares in their own name and for their own account.
– The Board of Directors may register nominees with the
right to vote in the share register to the extent of up to
0.2% of the registered share capital as set forth in the
commercial register. Registered shares held by a
nominee that exceed this limit may be registered in the
share register with the right to vote if the nominee dis-
closes the names, addresses and number of shares of
the persons for whose account it holds 0.2% or more
of the registered share capital as set forth in the com-
mercial register. Nominees within the meaning of this
provision are persons who do not explicitly declare in
the request for registration to hold the shares for their
own account and with whom the Board of Directors has
entered into a corresponding agreement (see also
Art. 5 of the Articles of Incorporation). Nominees are
only entitled to represent registered shares held by
them at a meeting of shareholders provided that they are
registered in the share register and they hold a valid
written proxy granted by the beneficial owner of the reg-
istered shares instructing the nominee how to vote at
the meeting of shareholders. Shares held by a nominee
for which it is not able to produce such a proxy count as
not represented at the meeting of shareholders.
– Corporate bodies and partnerships or other groups of
persons or joint owners who are interrelated to one
another through capital ownership, voting rights, uniform
management or otherwise linked as well as individuals
or corporate bodies and partnerships who act in concert
to circumvent the regulations concerning the nominees
(esp. as syndicates), shall be treated as one single
nominee within the meaning of the above mentioned
regulation in terms of nominees.
– The Board of Directors may cancel the registration, with
retroactive effect if appropriate, if the registration was
effected based on false information or in case of breach
of the agreement between the nominee and the Board
of Directors.
– After consulting the party involved, the Company may
delete entries in the share register if such entries oc-
curred in consequence of false statements by the pur-
chaser. The purchaser must be informed immediately
of the deletion.
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2.7 CONVERTIBLE BONDS AND OPTIONS
As of December 31, 2012, there are no outstanding bonds
that are convertible into, or warrants or options to acquire,
shares issued by or on behalf of the Company. Dufry has
a Restricted Stock Unit (RSU) plan, the essentials of which
are disclosed under “Compensation, shareholdings and
loans” on page 63.
exceptions granted in the year under review
The Company has registered with the CVM and listed its
shares in the form of BDRs on the BM&FBovespa. Each
BDR issued by Itaú Corretora de Valores S.A. (“Depositary
Institution”) of the BDR program represents one share
issued by the Company and held in custody by the Bank of
New York, in London (“Custodian”).
BDR holders do not own, from a legal point of view, the
Dufry AG shares underlying their BDRs. As a conse-
quence, BDR holders are prevented to exercise directly
any of the shareholders rights provided for by the Com-
pany’s Articles of Incorporation and by the Swiss corpo-
rate law. For example, BDR holders are not entitled to
personally participate in the Ordinary General Meetings
of the Company. However, BDR holders are entitled to
instruct the Depositary Institution to vote the Company’s
shares underlying their BDRs, according to the instruc-
tions sent to them by the Depositary Institution.
To facilitate voting by BDR holders, the Company entered
into arrangements with the Depositary Institution and
the Custodian to enable, by way of exception, registration
of The Bank of New York in the share register as nominee
with voting rights for the number of registered shares
corresponding to the total number of outstanding BDRs.
Otherwise, no exceptions have been granted during the
year under review.
BDR holders who wish to be in a position to directly
exercise any of the shareholders rights granted by
Swiss corporate law or the Company’s Articles of Incor-
poration must convert its BDRs into shares of Dufry AG
and ask to be registered in the shares register of the
Company, pursuant to Art. 5 of the Company’s Articles
of Incorporation.
required quorums for a change on the limitations
of transferability
A change of the limitations on the transfer of registered
shares or the removal of such limitations requires a res-
olution of the Meeting of Shareholders passed by at least
two thirds of the votes represented and the absolute ma-
jority of the nominal value of shares represented.
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3. boarD of DireCtors
3.1 MEMBERS OF THE BOARD OF DIRECTORS
nAme
professIon
nAtIonAlIty
posItIon
WIth Dufry
DAte of fIrst
eleCtIon
term of
offICe
other posItIons
WIth Dufry ¹
Juan Carlos Torres Carretero
Executive at Advent International
Spanish
Chairman
2003
2016
AC | NRC
Ernest George Bachrach
Executive at Advent International
American
Vice Chairman
2004
2014
NRC
CEO of Bomagra S.A.
Argentinian
Director
Jorge Born
Xavier Bouton
James Cohen
Consultant
CEO of Hudson Media Inc
José Lucas Ferreira de Melo
Consultant
Mario Fontana
Consultant
French
American
Brazilian
Swiss
Director
Director
Director
Director
Director
Andrés Holzer Neumann
President of Grupo Industrial Omega Mexican
Maurizio Mauro
Consultant
Brazilian/Italian
Director
Joaquin Moya-Angeler Cabrera
Consultant
Spanish
Steve Tadler
Executive at Advent International
American
Director
Director
¹ AC: Audit Committee /NRC: Nomination and Remuneration Committee
2010
2005
2009
2010
2005
2004
2010
2005
2010
2013
None
2014
None
2014
None
2013
None
2013
AC
2013
NRC
2013
None
2013
AC
2013
None
3.2 EDUCATION, PROFESSIONAL BACKGROUND, OTHER ACTIVITIES AND FUNCTIONS
Juan Carlos Torres Carretero
Chairman, born 1949
Ernest George Bachrach
ViCe Chairman, born 1952
Jorge Born
DireCtor, born 1962
education
education
education
MS in physics from Universidad Complutense de
Madrid and MS in management from MIT’s Sloan
School of Management.
professional Background
Many years of private equity and senior manage-
ment operating experience. 1988 Joined Advent
International, a private equity firm, in Boston as
a partner. 1991–1995 Partner at Advent Interna-
tional in Madrid. Since 1995 Managing Director
and Senior Partner in charge of Advent Interna-
tional Corporation’s investment activities in
Latin America.
Current Board mandates
Dufry AG, Inmobiliaria Fumisa, S.A. de C.V., Latin
American Airport Holding, Ltd., Aeropuertos
Dominicanos Siglo XXI, S.A., International Meal
Company Holdings, S.A., Grupo Gayosso, S.A. de
C.V., InverCap Holdings, S.A. de C.V.
BS in chemical engineering from Lehigh Univer-
sity and MBA from Harvard Business School.
B.S. in economics from the Wharton School of the
University of Pennsylvania.
professional Background
professional Background
More than 28 years of experience in international
private equity investment. 1990 Joined Advent
International (Advent) in London as a Partner.
Since 1995 Managing Advent’s Latin American
investment activity. Senior Partner and member of
the Executive Committee of Advent International
Corporation.
1992–1997 Head of Bunge’s European operations.
Before 1997 various capacities in the commodities
trading, oil seeding processing and food products
areas in Argentina, Brazil, the United States and
Europe for Bunge Ltd. 2004–2005 Board member
of Dufry AG. Since 1997 President and Chief Ex-
ecutive Officer of Bomagra S.A., Argentina.
Current board Mandates
Current Board mandates
Dufry AG, Advent International, Corp., Bunge
Group, Ltd., Latin American Airport Holding, Ltd.,
International Meal Company Holdings, S.A., Board
of Governors of the Lauder Institute at Wharton
Business School, and the Business Board for
Regional Development IAE Business School –
Universidad Austral.
Dufry AG, Bunge, Ltd., Hochschild Mining, Ltd.,
Wharton’s Latin American Executive Board at
Wharton Business School, Governors of the
Lauder Institute at Wharton Business School,
Georgetown University and Fundación Bunge y
Born (Chairman).
Mr. Born served as a member of the Board of
Directors of Dufry South America, Ltd. until its
merger with Dufry Holdings & Investments AG in
March 2010.
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Xavier Bouton
DireCtor, born 1950
education
James Cohen
DireCtor, born 1958
education
José Lucas Ferreira de Melo
DireCtor, born 1956
education
Diploma in economics and finance from l’Institut
d’Etudes Politiques de Bordeaux and doctorate in
economics and business administration from the
University of Bordeaux.
professional Background
1978–1984 Director of C.N.I.L. (Commission Nationale
de l’Informatique et des Libertés). 1985–1994 Gen-
eral Secretary of Reader’s Digest Foundation. 1990–
2005 Board member of Laboratoires Chemineau.
Since 1999 Chairman of the Supervisory Board of
FSDV (Fayenceries de Sarreguemines Digoin & Vitry
le François) based in Paris, France.
Current Board mandates
Dufry AG, ADL Partners and F.S.D.V. (Fayenceries
de Sarreguemines Digoin & Vitry le François) (Chair-
man of the Supervisory Board).
Bachelor’s degree in economics from the Wharton
School of the University of Pennsylvania.
Bachelor’s degree in accounting from Associação
de Ensino Unificado do Distrito Federal, Brazil.
professional Background
professional Background
Since 1980 various positions at Hudson Media Inc.
(President and CEO since 1994).
Current Board mandates
Dufry AG, Hudson Media, Inc.
1979–1991 various positions at Pricewaterhouse
Coopers Auditores Independentes. 1992 Director of
Brazilian Exchange Commission (CVM). 1993–1997
Partner at PricewaterhouseCoopers Auditores In-
dependentes. 1998 Partner at Global Control Con-
sultoria. 1999–2009 Executive Director and later
Vice-President at Unibanco – União de Bancos
Brasileiros, S.A. and Unibanco Holdings, S.A.
Current Board mandates
Dufry AG, International Meal Company Holdings, S.A.
and Banco Bradesco, S.A. Mr. Ferreira de Melo
served as a member of the Board of Directors of
Dufry South America, Ltd. until its merger with
Dufry Holdings & Investments AG in March 2010.
Mario Fontana
DireCtor, born 1946
education
Engineering studies at ETH Zurich and Georgia In-
stitute of Technology, Master of Science Degree.
professional Background
1970–1977 IBM Switzerland, sales representative and
international account manager. 1977–1980 Brown
Boveri Brazil, Chief of staff and CIO. 1981–1983 Stor-
age Technology Switzerland, General Manager.
1984–1993 Hewlett-Packard Switzerland, General
Manager. 1993–1995 Hewlett-Packard Germany,
General Manager. 1995–1997 Hewlett-Packard Eu-
rope, General Manager. 1997–1999 Hewlett-Packard
USA, General Manager. Since 1998 independent
Board member at various public companies. Served
on the Board of Directors of AC-Service, Amazys, Bon
appétit Group, Büro Fürrer, Inficon, Leica Geosys-
tems, SBB Swiss Railways, Sulzer and X-Rite.
Current board Mandates
Dufry AG, Swissquote Bank (Chairman), Hexagon AB
and Regent Lighting AG (Chairman).
Andrés Holzer Neumann
DireCtor, born 1950
education
Graduate of Boston University, holds an MBA from
Columbia University.
professional Background
Since 1973 President of Grupo Industrial Omega,
S.A. de C.V., the holding company of Holzer y CÌA,
S.A. de C.V., Industria Nacional de Relojes Suizos,
S.A. de C.V., Consorcio Metropolitano Inmobiliario,
S.A. de C.V., Inmobiliara Coapa Larca, S.A. de C.V.,
Inmobiliara Castellanos, S.A. de C.V., and Negocios
Creativos, S.A. de C.V.
Maurizio Mauro
DireCtor, born 1949
education
Bachelor’s in Business Administration from Escola
de Admionistração de Empresas de São Paulo da
Fundação Getulio Vargas and specialization in
Corporate Finance from Faculdade de Economia e
Administração da Universidade de São Paulo.
professional Background
1986–1988 Executive Officer of Banco Noroeste.
1988–2001 several managing and consultant posi-
tions in Booz Allen Hamilton. Left the company as
Senior Partner and General Manager for Brazil.
2001–2006 CEO of the Abril Group.
Current Board mandates
Current Board mandates
Dufry AG, Inmobiliaria Fumisa, S.A. de C.V. (Chair-
man), Latin American Airport Holding Ltd. and
Opequimar, S.A. de C.V.
Dufry AG, Tecnisa, S.A., Banco Pine, S.A., T4F (Time
for Fun), TopSport, S.A., Mixer Brazil and JMacedo,
S.A. Academic activities: Teaching the discipline of
Leadership at Insper Instituto de Ensino e Pesquisa.
Mr. Mauro served as a member of the Board of Direc-
tors of Dufry South America, Ltd. until its merger with
Dufry Holdings & Investments AG in March 2010.
Messrs Juan Carlos Torres Carretero (Chair-
man), Ernest George Bachrach (Vice Chairman),
and Steve Tadler (Director) are related to Global
Retail Group S.à r.l., controlled by funds man-
aged by Advent International Corporation, which
held 13.07% of Dufry’s share capital as of De-
cember 31, 2012. Mr. Andrés Holzer Neumann
is related to a group of shareholders consisting
of Travel Retail Investment SCA, Petrus PTE
Ltd and Witherspoon Investments LLC, which
held 7.49% of Dufry’s share capital as of De-
cember 31, 2012. See for details the disclosure
under “1.2 Significant Shareholders” on page 48
of this Annual Report and the related “Develop-
ments after December 31, 2012”. All members
of the Board of Directors are non-executive
members and they have never been in a man-
agement position at Dufry AG or any of its
subsidiaries. For information on related parties
and related party transactions please refer to
Note 36 on page 120 of this Annual Report.
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Joaquín Moya-Angeler Cabrera
DireCtor, born 1949
Steve Tadler
DireCtor, born 1959
education
education
Master’s degree in mathematics from the Univer-
sity of Madrid, diploma in economics and forecasting
from the London School of Economics and Political
Science and an MBA from MIT’s Sloan School of
Management.
professional Background
Mr. Moya-Angeler has focused his career on the
technology and real estate industries, including
having founded a number of companies. 1994–1997
Chairman of IBM Spain. 1994–1997 Chairman of
Leche Pascual. Chairman of Meta4 (1997–2002) and
TIASA (1996–1998). To date Chairman of Redsa
(since 1997), Hildebrando (since 2003), as well as
Presenzia and Pulsar Technologies (since 2002),
La Quinta Real Estate (since 2003), Inmoan (since
1989), Avalon Private Equity (since 1999) and Cor-
poración Tecnológica Andalucía (since 2005).
Current board Mandates
Dufry AG, Corporación Teype, La Quinta Group,
Palamon Capital Partners, MCH Private Equity,
Hildebrando, S.A. de C.V., Corporación Tecnológica
Andalucia, Board of Trustees University of Almeria
(Chairman), Fundación Mediterránea (Chairman),
Redsa S.A., Imoan SL, Avalon Private Equity and
Spanish Association of Universities Governing
Bodies (Chairman).
BS, with distinction, from the University of Virginia
and an MBA from Harvard Business School.
professional Background
1981–1984 Loan Officer at Manufacturers Hanover
Trust Co., providing financing for a number of
leveraged buyouts, technology-oriented firms and
special situations. 1985 joined Advent Interna-
tional’s Boston office, becoming managing director
of the North American buyouts group in 1994. 1997
moved to Advent’s London office to head the firm’s
European Operations and returned to Boston in
2006. Since 2002 Member of Advent’s Executive
Committee. Managing Partner of Advent Interna-
tional. Serves on each of Advent’s Western Europe,
Central Europe, North America and Latin America
Investment Advisory Committees.
Current board Mandates
Dufry AG, Advent International Corporation, wTe
Corporation, SkillSoft, PLC, TransUnion and Bo-
jangles.
3.3 ELECTION AND TERMS OF OFFICE
In accordance with Art. 13 of the Articles of Incorporation
of the Company:
– The Board of Directors shall consist of at least three
and at most eleven members.
– Members of the Board of Directors shall be elected for
a maximum term of five years. A year shall mean the
period running between one Ordinary Meeting of
Shareholders and the next. Previous resignation and
dismissal may change the terms of office. New mem-
bers elected during the year shall continue in office
until the end of their predecessor’s term.
– The Board of Directors shall be renewed by rotation in
such manner that, after a period of five years, all mem-
bers will have been subject to re-election.
– The members of the Board of Directors may be re-
elected without limitation.
Whenever members of the Board of Directors are pro-
posed for election or re-election at a General Meeting of
Shareholders such elections are being held as individual
elections. No elections or re-elections took place at the
General Meeting held on May 2, 2012.
3.4 INTERNAL ORGANIZATIONAL STRUCTURE
The Board of Directors determines its own organization.
It shall elect its Chairman and one or two Vice Chairmen.
It shall appoint a Secretary who does not need to be a
member of the Board of Directors.
The Board of Directors has established an Audit Com-
mittee and a Nomination and Remuneration Committee.
Both Committees are assisting the Board of Directors in
fulfilling its duties and have also decision authority to the
extent described below.
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Officer and of the members of the Board of Directors.
The Board of Directors has the ultimate authority to ap-
prove such proposals. The Nomination and Remuneration
Committee decides on possible amendments to the RSU
plan and the overall size of the RSUs to be granted under
the Company’s Restricted Stock Unit plan, if any, and
makes proposals on the grant of options or other securi-
ties under any other management incentive plan of the
Company, if any. The Nomination and Remuneration
Committee meets as often as business requires. The
meeting held in the fiscal year 2012 lasted about 3 hours.
The CEO attended the meeting of the Nomination and
Remuneration Committee held in 2012.
Work method of the Board of Directors
As a rule, the Board of Directors meets about six to seven
times a year (usually at least once per quarter). Additional
meetings or conference calls are held as and when nec-
essary. The Board of Directors held 11 meetings during
fiscal year 2012. The meetings of the Board of Directors
usually lasted half a day. The Chairman determines the
agenda and items to be discussed at the Board meetings.
All members of the Board of Directors can request to add
further items on the agenda.
The Chief Executive Officer, the Chief Financial Officer,
the Global Chief Operating Officer and the General Coun-
sel, also acting as Secretary to the Board, attend the
meetings of the Board of Directors. Other members of
the Group Executive Committee may attend meetings of
the Board of Directors as and when required. Members
of the Group Executive Committee attended meetings of
the Board of Directors in 2012 as follows: CEO 11 meet-
ings, CFO 11 meetings, Global Chief Operating Officer 11
meetings, General Counsel 11 meetings, Chief Operating
Officers of the regions 1 meeting.
The Board of Directors also engages specific advisors to
address specific matters when required. The external
Auditors partially attended 2 meetings of the Audit Com-
mittee in fiscal year 2012. External M&A advisors partially
attended 3 meetings of the Board of Directors in 2012 in
connection with acquisition projects of the Company.
Audit Committee
Members: Joaquín Moya-Angeler Cabrera (Chairman Audit
Committee), Juan Carlos Torres Carretero, Mario Fontana.
The members of the Audit Committee are non-executive
and independent members of the Board of Directors. An
independent member is a non-executive member, has not
been an executive member of the Dufry Group in the last
three years and does not have major business relations
with the Company. The members shall be appointed, as a
rule, for the entire duration of their mandate as Board
members and be re-eligible.
The Audit Committee assists the Board of Directors in
fulfilling its duties of supervision of management. It is
responsible for the review of the performance and inde-
pendence of the Auditors, the review of and the decision
on the audit plan and the audit results and the monitoring
of the implementation of the findings by management,
the review of the internal audit plan, the assessment of
the risk management and the decision on proposed mea-
sures to reduce risks, the review of the compliance levels
and risk management, as well as the review to propose
whether the Board of Directors should accept the Com-
pany’s accounts. The Audit Committee regularly reports
to the Board of Directors on its decisions, assessments,
findings and proposes appropriate actions. The Audit
Committee generally meets at the same dates the Board
of Directors meetings take place, although the Chairman
may call meetings as often as business requires. The
length of the meetings lasted usually for approximately
2 to 3 hours in fiscal year 2012, during which the Audit
Committee held 5 meetings. The auditors attended 2
meetings of the Audit Committee in 2012. Members of the
Group Executive Committee attended meetings of the
Audit Committee as follows: The CEO and the CFO, who
acts as Secretary of the Audit Committee, each attended
5 meetings.
nomination and remuneration Committee
Members: Ernest George Bachrach (Chairman Nomination
and Remuneration Committee), Andrés Holzer Neumann,
Juan Carlos Torres Carretero.
The Nomination and Remuneration Committee assists
the Board of Directors in fulfilling its nomination and
remuneration related matters. It is responsible for as-
suring the long-term planning of appropriate appoint-
ments to the positions of the Chief Executive Officer and
the Board of Directors, as well as for the review of the
remuneration system of the Company and for proposals
in relation thereto to the Board of Directors. The Nomi-
nation and Remuneration Committee makes proposals
in relation to the remuneration of the Chief Executive
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3.5 DEFINITION OF AREAS OF RESPONSIBILITY
3.6 INFORMATION AND CONTROL INSTRUMENTS
VIS-à-VIS THE SENIOR MANAGEMENT
The Board of Directors is the ultimate corporate body of
Dufry AG. It further represents the Company towards
third parties and shall manage all matters which by law,
Articles of Incorporation or Board regulations have not
been delegated to another body of the Company.
The Board of Directors ensures that it receives sufficient
information from the management to perform its super-
visory duty and to make the decisions that are reserved
to the Board through several means.
In accordance with the Board regulations (“Organisation-
sreglement”), the Board of Directors has delegated the
operational management of the Company to the Chief
Executive Officer who is responsible for overall manage-
ment of the Dufry Group. The following responsibilities
remain with the Board of Directors:
– Ultimate direction of the business of the Company and
the power to give the necessary directives;
– Determination of the organization of the Company;
– Administration of the accounting system, financial
control and financial planning;
– Appointment and removal of the persons entrusted with
the management and representation of the Company,
as well as the determination of their signatory power;
– Ultimate supervision of the persons entrusted with the
management of the Company, in particular with re-
spect to their compliance with the law, the Articles of
Incorporation, regulations and directives;
– Preparation of the business report and the Meetings of
Shareholders and to carry out the resolutions adopted
by the Meeting of Shareholders;
– Notification of the judge if liabilities exceed assets;
– Passing of resolutions regarding the subsequent pay-
ment of capital with respect to non-fully paid in shares;
– Passing of resolutions confirming increases in share
capital and the amendments of the Articles of Incor-
poration entailed thereby;
– Non-delegable and inalienable duties and powers of the
Board of Directors pursuant to the Swiss Merger Act;
– Examination of the professional qualifications of the
Auditors;
– To approve any non-operational or non-recurring trans-
action not included in the annual budget and exceeding
the amount of CHF 4,000,000;
– To issue convertible debentures, debentures with option
rights or other financial market instruments;
– To approve the annual investment and operating budgets
of the Company and the Dufry Group; and
– To approve the executive regulations promulgated in
accordance with the board regulation.
Except for the Chairman of the Board of Directors, who
has single signature authority, the members of the Board
have joint signature authority, if any.
– Dufry Group has an internal management information
system that consists of financial statements, perfor-
mance indicators and risk management. Information
to management is provided on a regular basis according
to the cycles of the business: sales on a weekly basis;
income statement, cash management and key perfor-
mance indicator (KPI) including customer, margins and
investment information, balance sheet and other finan-
cial statements on a monthly basis. The management
information is prepared on a consolidated basis as well
as per business unit. Financial statements and key
financial indicators/ratios are submitted to the entire
Board of Directors on a quarterly basis.
– During Board meetings, each member of the Board
may request information from the other members of
the Board, as well as from the members of the man-
agement present on all affairs of the Company and
the Group.
– Outside of Board meetings, each member of the Board
may request from the Chief Executive Officer informa-
tion concerning the course of business of the Com-
pany and the Group and, with the authorization of the
Chairman, about specific matters.
– The Chief Executive Officer reports at each meeting
of the Board of Directors on the course of business of
the Company and the Group in a manner agreed upon
from time to time between the Board and the Chief
Executive Officer. Apart from the meetings, the Chief
Executive Officer reports immediately any extraordi-
nary event and any change within the Company and
within the Dufry Group to the Chairman.
– For attendance of the members of the Group Executive
Committee at meetings of the Board of Directors or
meetings of the Audit Committee or Nomination and
Remuneration Committee please refer to section 3.4
Internal organizational structure above.
– The Audit Committee met 5 times in 2012 with man-
agement to review the business, better understand
laws, regulations and policies impacting the Dufry
Group and its business and support the management
in meeting the requirement and expectations of stake-
holders. In meetings of the Audit Committee, the Chief
Financial Officer acts as Secretary to the Committee.
The Auditors are invited to the meetings of the Audit
Committee and attended 2 meetings of the Audit Com-
mittee in 2012. Among these meetings some or part
of them are also held without management.
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– The Internal Audit provides independent and objective
assessments of the effectiveness of the internal con-
trol systems globally. The selection of Internal Audit
projects and the scope of each review are based on
risk assessment, with a focus on operating risks,
throughout the Dufry Group. In fiscal year 2012, the
Internal Audit conducted 60 audits, examining opera-
tions or processes in 44 countries. A written report is
compiled for every audit by Internal Audit and includes
a defined schedule of concrete steps for implementing
the measures that have been determined. In 2012, a
particular focus was, amongst others, on compliance
with procedures related to inventory and cash, and
other related risks. The results of the Internal Audit
report are communicated to management in charge
and the Company’s senior management on an on-going
basis and to the Audit Committee on a quarterly basis.
Regular follow-up is performed to ensure that risk
mitigation and control improvement measures are
implemented on a timely basis.
– The Board of Directors and the Group Executive Com-
mittee regularly carry out risk assessments. The ob-
jective of the risk assessments is to make the principal
risks to which Dufry is exposed more transparent and
to improve the quality of the risk dialogue. The principal
risks identified in 2012 are, amongst others, in the areas
of supply chain expertise, alternative forms of retail
distributions, relations with the airport authorities,
product and service quality, acquisition projects and
related integration capabilities, inventory valuation
and management, compliance with debt covenants and
tax accounting.
– Detailed information on the financial risk management
is provided in Note 38 in the Financial Statements of
this Annual Report.
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4. grouP exeCutive CoMMittee
4.1 MEMBERS OF THE GROUP EXECUTIVE COMMITTEE
As of December 31, 2012, the Group Executive Committee comprised eight executives. As of July 1, 2012, Dufry
regrouped its business into 4 regions (from 6 regions previously). Certain members of the current Group Executive
Committee were appointed with new responsibilities as of that date.
The Group Executive Committee, under the control of the Chief Executive Officer, conducts the operational manage-
ment of the Company pursuant to the Company’s board regulations. The Chief Executive Officer reports to the Board
of Directors on a regular basis. The following table sets forth the name and year of appointment of the current eight
members of the Group Executive Committee, followed by a short description of each member’s business experience,
education and activities:
nAme
nAtIonAlIty
posItIon
Julián Díaz González
Andreas Schneiter
José Antonio Gea
Pascal C. Duclos
Xavier Rossinyol
René Riedi
Spanish
Swiss
Spanish
Swiss
Spanish
Swiss
Chief Executive Officer
Chief Financial Officer
Global Chief Operating Officer
General Counsel
Chief Operating Officer Region EMEA & Asia
Chief Operating Officer Region America I
José Carlos Costa da Silva Rosa
Portuguese
Chief Operating Officer Region America II
Joseph DiDomizio
American
Chief Operating Officer Region United States & Canada
geC memBer
sInCe yeAr
2004
2012
2004
2005
2004
2000
2006
2008
All agreements entered into with the members of the Group Executive Committee are entered for an indefinite
period of time.
4.2 EDUCATION, PROFESSIONAL BACKGROUND, OTHER ACTIVITIES AND VESTED INTERESTS
Julián Díaz González
Chief exeCutiVe offiCer
Andreas Schneiter
Chief finanCial offiCer
José Antonio Gea
Global Chief operatinG offiCer
born 1958
education
born 1970
education
born 1963
education
Degree in business administration from Universidad
Pontificia Comillas I.C.A.D.E., de Madrid.
professional Background
1989–1993 General Manager at TNT Leisure, S.A.
1993–1997 Division Director at Aldeasa. 1997–2000
various managerial and business positions at
Aeroboutiques de Mexico, S.A. de C.V. and Deor,
S.A. de C.V. 2000–2003 General Manager of Latino-
americana Duty-Free, S.A. de C.V. Since 2004 Chief
Executive Officer at Dufry AG.
Current Board mandates
Distribuidora Internacional de Alimentacion (DIA), S.A.
Degree in business administration and specializa-
tion in finance at School of Economy and Business
Administration Berne.
professional Background
1998–2003 various positions at UBS Warburg in
Zurich in the area of Mergers and Acquisitions.
Joined Dufry in 2003 as Head Corporate Control-
ling. 2004–2012 Head Group Treasury and since
2005 additionally Investor Relations at Dufry. Since
July 2012 Chief Financial Officer at Dufry AG.
Degree in economics and business sciences from
Colegio Universitario de Estudios Financieros.
professional Background
1989–1995 various positions at TNT Express Espana,
S.A. Director of Blue Cow Division (1993–1995).
1995–2003 various managerial positions at Aldeasa.
Left Aldeasa as Director of Operations. Since 2004
Global Chief Operating Officer at Dufry AG.
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Pascal C. Duclos
General Counsel
born 1967
education
Xavier Rossinyol
Chief operatinG offiCer
René Riedi
Chief operatinG offiCer
reGion emea & asia, born 1970
reGion ameriCa i, born 1960
education
education
Licence en droit from Geneva University School of
Law, L.L.M. from Duke University School of Law.
Licensed to practice law in Switzerland and admit-
ted to the New York Bar.
professional Background
1991–1997 Senior attorney at law at Geneva law
firm Davidoff & Partners. Also academic assistant
at the University of Geneva School of Law (1994–
1996). 1999–2001 Attorney at law at New York law
firm Kreindler & Kreindler. 2001–2002 Financial
planner at UBS AG in New York. 2003–2004 Senior
foreign attorney at law at the Buenos Aires law firm
Beretta Kahale Godoy. Since 2005 General Counsel
and Secretary to the Board of Directors at Dufry AG.
Bachelor’s degree in Business Administration at
ESADE (Spain), MBA at ESADE and at the Univer-
sity of British Columbia (Canada and Hong Kong),
Master’s degree in business law from Universidad
Pompeu Fabra (Spain).
Professional background
1995–2003 Various positions at Areas (member of
the French group Elior) with responsibility for fi-
nance, controlling, strategic planning. Left Areas
as its Corporate Development Director. 2004–2012
Chief Financial Officer at Dufry AG. Since July 2012
Chief Operating Officer Region EMEA & Asia at
Dufry AG.
Degree in business administration from the School
of Economy and Business Administration Zurich.
Professional background
Prior to 1993 worked in product marketing and
international sales of the multinational FMCG
(Fast Moving Consumer Goods) company Unilever.
1993–2000 Joined Dufry as Sales Manager East-
ern Europe. Product Category Manager Spirits &
Tobacco (1995–1996). Head of Product Marketing
(1996–1997). Director Division Spirits & Tobacco
(Weitnauer Distribution Ltd. 1998–2000). 2000–
2012 Chief Operating Officer Region Eurasia at
Dufry AG. Since July 2012 Chief Operating Officer
Region America I at Dufry AG.
other activities and vested interests
None of the members of the Group Executive
Committee of Dufry AG has had other activi-
ties in governing and supervisory bodies of
important Swiss or foreign organizations,
institutions or foundations under private and
public law with the exception of Mr. Julián
Díaz who serves as member of the Board of
Distribuidora Internacional de Alimentacion
(DIA), S.A. No member of the Group Executive
Committee has permanent management or
consultancy functions for important Swiss or
foreign interest groups, nor holds any official
functions and political posts.
José Carlos Costa da Silva Rosa
Chief operatinG offiCer
Joseph DiDomizio
Chief operatinG offiCer
reGion ameriCa ii, born 1955
reGion uniteD states & CanaDa, born 1970
education
education
Military and Civil Engineer’s degree from the Aca-
demia Militar of Portugal.
Bachelor’s of Arts degree in Marketing and Business
Administration from the University of Bridgeport.
professional Background
Professional background
1978–1993 Officer with the Portuguese Army.
1993–1994 Director of Property Management of
Richard Ellis Portugal. 1994–2000 General Director
of AmoreirasGest. 2000–2006 Retail Director at
ANA-Aeroportos de Portugal AS. 2006–2012 Chief
Operating Officer Region South America at Dufry
AG. Since July 2012 Chief Operating Officer Region
America II at Dufry AG.
1992–2008 several managerial positions in Hudson
Group (April–September 2008: President and CEO).
Since October 2008 Chief Operating Officer Region
United States & Canada at Dufry AG.
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4.3 MANAGEMENT CONTRACTS
Dufry AG does not have management contracts with com-
panies or natural persons not belonging to the Group.
5. CoMPeNsatioN, shareholDiNgs aND loaNs
5.1 CONTENT AND METHOD OF DETERMINING THE
COMPENSATION AND THE SHAREHOLDING PROGRAMS
Board of Directors
The Board of Directors determines the amount of the
fixed remuneration of its members, taking into account
their responsibilities, experience, and the time they invest
in their activity as members of the Board of Directors.
The compensation for the members of the Board of Di-
rectors is not tied to particular targets of the Company
and the amount of fixed remuneration is determined on
a discretionary basis. The Nomination and Remuneration
Committee makes proposals in relation to the compen-
sation of the members of the Board of Directors. The
Board of Directors ultimately decides on the compensa-
tion to its members, upon proposal of the Nomination
and Remuneration Committee, once per year and at its
own discretion. The compensation for the members of
the Board of Directors is paid in cash (including social
charges). Extraordinary assignments or work which a
member of the Board of Directors accomplishes outside
of his activity as a Board member is specifically remu-
nerated and is approved by the Board of Directors. In
addition, the members of the Board of Directors are re-
imbursed all reasonable cash expenses incurred by them
in the discharge of their duties.
Juan Carlos Torres Carretero (Chairman), Ernest George
Bachrach (Vice Chairman) and Steve Tadler (Board mem-
ber) did not receive compensation as members of the
Board of Directors of Dufry AG, as they were represent-
ing the interests of Advent International Corporation
and its funds in Global Retail Group S.à r.l. described
on section “1.2 Significant shareholders” on page 48 of
this Annual Report.
group executive Committee
Members of the Group Executive Committee receive
compensation packages, which consist of a fixed basic
salary in cash that reflects competitive compensation,
the experience and the area of responsibility of each in-
dividual member, and a performance related cash bonus.
The weighting of these criteria and the amount of the
fixed basic salary in cash is defined on a discretionary
basis. The fixed basic salary is usually defined once at
the end of the previous year period and is not changed
during the reporting period (except in cases where the
member of the Group Executive Committee assumes dif-
ferent responsibilities during a reporting period).
The bonus is defined once per year and depends on the
overall financial results of the Group and of specific sub-
divisions thereof, as well as on achieving defined goals
by each individual person. Each member of the Group
Executive Committee has its own bonus. The main part
of the bonus is related to measures regarding financial
results, in fiscal year 2012 mainly EBITDA, both of the
Group and of the pertinent Region in the case of the Re-
gional Chief Operating Officers. Such financial measures
are weighted with 50% for 3 of the 4 Regional Chief Op-
erating Officers and the Chief Financial Officer, and with
100% for the Chief Executive Officer, Global Chief Opera-
tions Officer, General Counsel and 1 of the 4 Regional
Chief Operating Officers. Non-financial oriented targets
are also taken into account and are reflected with a
weighting of 50% in the case of 3 of the 4 Regional Chief
Operating Officers and the Chief Financial Officer. The
bonus component can be between a minimum of zero and
no maximum.
The bonus part of the compensation for the members of
the Group Executive Committee represented in 2012 be-
tween 31% and 173% of their fixed basic salary and
amounted to CHF 3.76 million in the aggregate (2011: be-
tween zero and 110% of fixed basic salary and an amount
of CHF 3.65 million in the aggregate). In addition, fringe
benefits such as health insurance in an amount of CHF
0.60 million in the aggregate have been granted to certain
members (2011: CHF 0.56 million). The bonus compensa-
tion for each of the members of the Group Executive Com-
mittee is approved by the Chief Executive Officer at his own
discretion. The total amount of the bonus pool available for
the members of the Group Executive Committee (other
than the CEO bonus) is approved by the CEO following
guidelines given by the Nomination and Remuneration
Committee. The CEO informs the Board of Directors once
per year about the amounts of compensation paid to the
members of the Group Executive Committee (other than
his own compensation).
The CEO’s own compensation is proposed by the Nomina-
tion and Remuneration Committee and decided upon by
the Board of Directors at their own discretion. The Chief
Executive Officer does not participate during the time of
the meeting that the Nomination and Remuneration
Committee and the Board of Directors discuss his com-
pensation. The Board of Directors receives the proposal
for the compensation of the Chief Executive Officer from
the Nomination and Remuneration Committee once per
year. The Nomination and Remuneration Committee and
the Board of Directors review yearly the compensation
of the Chief Executive Officer, Chief Financial Officer,
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the survey also considers Swiss companies from other
sectors (the private banking, insurance, industry and
logistics sectors). This group mainly includes SMIM com-
panies of a size (number of employees and/or turnover)
similar to Dufry.
The contracts of the Chief Executive Officer, the Global
Chief Operating Officer, the General Counsel and 2 Re-
gional Chief Operations Officers provide for a termination
notice of 3 months and a severance payment correspond-
ing to the gross salary of 24 months unless the agreement
is terminated for cause.
5.2 COMPENSATION, SHAREHOLDINGS AND
LOANS OF ACTING AS WELL AS FORMER MEMBERS OF
GOVERNING BODIES
For detailed information on remuneration, shareholdings
and loans please refer to the Financial Statements,
Statutory Notes on page 141 of this Annual Report.
The compensation paid to the members of the Board of
Directors in 2012 remained unchanged in comparison to
the previous reporting year 2011.
The differences in the amount of compensation paid to
the members of the Group Executive Committee in 2012
in comparison to 2011 are mainly due to regular salary
increases between 5% and 20% based on annual perfor-
mance review, bonus payments based on achievement
of yearly objectives set in advance, and one case of an
extraordinary bonus granted based on significantly ex-
ceeding performance objectives. On the other hand, the
lower total amount can be explained by the fact that the
Group Executive Committee consists of 8 members
since July 1, 2012, compared to 10 members during the
entire year 2011. In addition, there was a vesting of Re-
stricted Stock Units in 2011 which resulted in higher
social costs compared with 2012 when there was no
such vesting.
Global Chief Operating Officer and the General Counsel.
The compensation of the Regional Chief Operating Officers
is reviewed once per year by the Chief Executive Officer.
During 2011 and 2012, the Company also had Restricted
Stock Unit (RSU) plans in place for the members of the
Group Executive Committee and certain members of the
Dufry Group Management, in the aggregate 83 persons.
The participants of Dufry’s RSU plan have been granted
the right to receive on January 1, 2013, free of charge,
334,953 RSUs on aggregate (of these, 157,541 RSUs were
granted to GEC members), based on the market value of
the Company’s shares on the Swiss Stock Exchange (SIX)
on December 14, 2011 (i.e. CHF 85.65 per share) (“the
RSU Awards 2011”). The RSU Awards 2011 contain two
vesting conditions to be met: a) the participants must be
employed by the Company from January 1, 2011 (or, if later,
from the individual employment entry date) until Janu-
ary 1, 2013 and b) the average price of the Company’s
shares on the SIX for the ten previous trading days to
January 1, 2013 must be equal or higher than 101% of the
Company’s share price on December 14, 2011.
From an economic point of view, the RSUs are stock op-
tions with an exercise price of nil. The vesting of the RSU
awards is conditioned upon the price of the Dufry share
at the vesting date being superior to the price of the Dufry
share at the grant date. The total number of RSUs to be
granted yearly is set forth in the RSU plans and related
documents. The RSU plans have been approved by the
Nomination and Remuneration Committee and the Board
of Directors. Pursuant to the RSU plans, the Chief Ex-
ecutive Officer, in its own and sole discretion, decides the
amount of each specific grant to each individual plan par-
ticipant. The grants made to the Chief Executive Officer
are decided by the Chairman.
In 2012, there were no grants under the RSU and no RSUs
vested to the participants of the RSU award of 2011. With the
vesting on January 1, 2013, the respective RSU plan ended.
Dufry consulted PricewaterhouseCoopers AG for a general
review of the conditions and the structure of the compen-
sation of the Senior Management and the RSU plan. Other
divisions of this firm also provided services as tax and HR
advisors for other projects.
The individualized survey includes compensation data from
a set of listed Swiss and European companies with com-
parable positions from the luxury, retail and consumer
products industry as well as from third party advisors. The
companies are generally of similar size (in terms of num-
ber of employees and/or turnover) or complexity as Dufry
and have a significant international presence. Moreover,
in order to reflect broader Swiss remuneration practice,
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Dufry AnnuAl report 2012
CompAny report
6. shareholDers’ PartiCiPatioN rights
6.1 VOTING RIGHTS AND REPRESENTATION
Each share recorded as share with voting rights in the
share register confers one vote on its registered holder.
Each shareholder duly registered in the share register
on the record date may be represented at the Meeting of
Shareholders by any person who is authorized to do so
by a written proxy. A proxy does not need to be a share-
holder. Shareholders entered in the share register as
shareholders with voting rights on a specific qualifying
date (record date) designated by the Board of Directors
shall be entitled to vote at the Meeting of Shareholders
and to exercise their votes at the Meeting of Shareholders.
See section 6.5 below.
Nominees are only entitled to represent registered
shares held by them at a Meeting of Shareholders, if
they are registered in the share register in accordance
with Art. 5 para. 4 of the Articles of Incorporation and
if they hold a valid written proxy granted by the benefi-
cial owner of the registered shares instructing the
nominee how to vote at the Meeting of Shareholders.
Shares held by a nominee for which it is not able to
produce such a proxy count as not be represented at the
Meeting of Shareholders.
As explained under section 2.6 above, BDR holders do
not own the Dufry AG shares underlying their BDRs. As
a consequence, BDR holders are prevented from exer-
cising directly any of the shareholders rights provided
for by the Company’s Articles of Incorporation and by
Swiss corporate law. For example, BDR holders are not
entitled to personally participate in the Ordinary General
Meetings of the Company. However, BDR holders are
entitled to instruct the Depositary Institution to vote the
Company’s shares underlying their BDRs, according to
the instructions sent to them by the Depositary Institu-
tion. See section 2.6 above or the Articles of Incorpora-
tion on our website http://www.dufry.com/en/Investors/
Articlesofincorporation/index.htm
6.2 QUORUMS
The Meeting of Shareholders shall be duly constituted
irrespective of the number of shareholders present or of
shares represented. Unless the law or Articles of Incor-
poration provide for a qualified majority, an absolute
majority of the votes represented at a Meeting of Share-
holders is required for the adoption of resolutions or for
elections, with abstentions, blank and invalid votes having
the effect of “no” votes. The Chairman of the Meeting shall
have a casting vote.
A resolution of the Meeting of Shareholders passed by at
least two thirds of the votes represented and the absolute
majority of the nominal value of shares represented shall
be required for:
1. a modification of the purpose of the Company
2. the creation of shares with increased voting powers
3. restrictions on the transfer of registered shares and
the removal of such restrictions
4. restrictions on the exercise of the right to vote and
the removal of such restrictions
5. an authorized or conditional increase in share capital
6. an increase in share capital through the conversion
of capital surplus, through a contribution in kind or
in exchange for an acquisition of assets, or a grant of
special benefits upon a capital increase
7. the restriction or denial of pre-emptive rights
8. the change of the place of incorporation of the Company
9. the dismissal of a member of the Board of Directors
10. an increase in the maximum number of members of
the Board of Directors
11. the dissolution of the Company
12. other matters where statutory law provides for a cor-
responding quorum
6.3 CONVOCATION OF THE MEETING OF SHAREHOLDERS
The Meeting of Shareholders shall be called by the Board
of Directors or, if necessary, by the Auditors. One or more
shareholders with voting rights representing in aggregate
not less than 10% of the share capital can request, in writ-
ing, that a Meeting of Shareholders shall be convened. Such
request must be submitted to the Board of Directors,
specifying the items and proposals to appear on the agenda.
The Meeting of Shareholders shall be convened by notice
in the Swiss Official Gazette of Commerce (SOGC) not less
than 20 days before the date fixed for the Meeting. Regis-
tered shareholders will also be informed by ordinary mail.
6.4 AGENDA
The invitation for the Meeting of Shareholders shall state
the day, time and place of the Meeting, and the items and
proposals of the Board of Directors and, if any, the pro-
posals of the shareholders, who demand that the Meet-
ing of Shareholders be called or that items be included
in the agenda.
One or more shareholders with voting rights whose com-
bined holdings represent an aggregate nominal value of at
least CHF 1,000,000 may request that an item be included
in the agenda of a Meeting of Shareholders. Such a request
must be made in writing to the Board of Directors at the
latest 60 days before the Meeting and shall specify the
agenda items and the proposals made.
6.5 REGISTRATION INTO THE SHARE REGISTER
8. auDitors
pAge 65
Dufry AnnuAl report 2012
CompAny report
The record date for the inscription of registered share-
holders into the share register in view of their participation
in the Meeting of Shareholders is defined by the Board of
Directors. It is usually 14 days before the Meeting. Share-
holders who dispose of their shares before the Meeting of
Shareholders are no longer entitled to vote.
7. ChaNge of CoNtrol aND DefeNCe Measures
7.1 DUTY TO MAKE AN OFFER
An investor who acquires more than 33 1/3% of all voting
rights (directly, indirectly or in concert with third parties)
whether they are exercisable or not, is required to submit
a takeover offer for all shares outstanding (Art. 32
SESTA). The Articles of Incorporation of the Company
contain neither an opting-out nor an opting-up provision
(Art. 22 SESTA).
7.2 CLAUSES ON CHANGE OF CONTROL
In case of change of control or in any event which would
trigger a mandatory offer pursuant to the SESTA with
respect to the Company, the Restricted Stock Units
awarded to the RSU Plan Participants shall vest imme-
diately. The RSU Plan ended on January 1, 2013. In case
of change of control, all amounts drawn under the CHF
650,000,000 multicurrency revolving credit facility agree-
ment and the USD 1,000,000,000 multicurrency term
credit facility agreement shall become immediately due
and payable. Furthermore, all amounts due under the
USD 500,000,000 Senior Notes due 2020 shall become
immediately due and payable.
While not directly containing a change of control clause,
the contracts of the Chief Executive Officer, the Global
Chief Operating Officer, the General Counsel and 2 Re-
gional Chief Operations Officers provide for a termination
notice of 3 months and a severance payment correspond-
ing to the gross salary of 24 months unless the agreement
is terminated for cause.
8.1 AUDITORS, DURATION OF MANDATE AND TERM OF
OFFICE OF THE LEAD AUDITOR
Pursuant to the Articles of Incorporation, the Auditors shall
be elected every year and may be re-elected. Ernst & Young
Ltd acted as Auditors and has held the mandate as Auditor
since 2004. Patrick Fawer has been the Lead Auditor in
charge for the consolidated financial statements of the
Company and the statutory financial statements as of
December 31, 2012. Mr. Fawer took the existing auditing
mandate in 2011.
8.2 AUDITING FEE
During fiscal year 2012, Dufry agreed with Ernst & Young
Ltd to pay a fee of CHF 2.9 million for services in connection
with auditing the statutory annual financial statements of
Dufry AG (including quarterly reviews) and its subsidiaries,
as well as the consolidated financial statements of Dufry
Group and a fee of CHF 0.4 million for audit related services.
8.3 ADDITIONAL FEES
Additional fees amounting to CHF 1.1 million were paid to
Ernst & Young Ltd for transaction services and CHF 0.3 mil-
lion for tax services.
8.4 SUPERVISORY AND CONTROL INSTRUMENTS
PERTAINING TO THE AUDIT
The Audit Committee as a committee of the Board of
Directors reviews and evaluates the performance and
independence of the Auditors at least once each year.
Based on its review, the Audit Committee recommends
to the Board of Directors, which external Auditor should
be proposed for election at the General Meeting of Share-
holders. The decision regarding this agenda item is then
taken by the Board of Directors. When evaluating the
performance and independence of the Auditors, the Au-
dit Committee puts special emphasis on the following
criteria: Global network of the audit firm, professional
competence of the lead audit team, understanding of
Dufry’s specific business risks, personal independence
of the lead auditor and independence of the audit firm as
a company, co-ordination of the Auditors with the Audit
Committee and the Senior Management / Finance De-
partment of Dufry Group, practical recommendations
with respect to the application of IFRS regulations.
Within the yearly approved budget, there is also an
amount permissible for non-audit services that the Audi-
tors may perform. Within the scope of the approved and
budgeted amount, the Chief Financial Officer can dele-
gate non-audit related mandates to the Auditors.
pAge 66
Dufry AnnuAl report 2012
CompAny report
The Audit Committee determines the scope of the external
audit and the relevant methodology to be applied to the
external audit with the Auditors and discusses the results
of the respective audits with the Auditors. The Auditors
prepare a management letter addressed to the Senior
Management, the Board of Directors and the Audit Com-
mittee once per year, informing them in detail on the result
of their audit. The Auditors also review the interim quarterly
reports before these publications are released.
Representatives of the Auditors are regularly invited to
meetings of the Audit Committee, namely to attend during
those agenda points that dealt with accounting, financial
reporting or auditing matters.
In addition, the Audit Committee reviews regularly the
internal audit plan. Internal Audit reports are communi-
cated to management in charge and the Company’s senior
management on an on-going basis and to the Audit Com-
mittee on a quarterly basis.
During the fiscal year 2012, the Audit Committee held 5
meetings. The Auditors were present at 2 of those meet-
ings. The Board of Directors has determined the rotation
interval for the Lead Auditor to be seven years, as defined
by the Swiss Code of Obligation; such rotation occurred
the last time in 2011.
9. iNforMatioN PoliCy
Dufry is committed to an open and transparent commu-
nication with its shareholders, financial analysts, potential
investors, the media, customers, suppliers and other in-
terested parties.
Dufry AG publishes its financial reports on a quarterly
basis, both in English and Portuguese. The financial re-
ports and media releases containing financial information
are available on the Company website.
In addition, Dufry AG organizes presentations and con-
ference calls with the financial community and media to
further discuss details of the reported earnings or on any
other matters of importance. The Company undertakes
roadshows for institutional investors on a regular basis.
Details and information on the business activities, Company
structure, financial reports, media releases and investor
relations are available on the Company’s website:
www.dufry.com
The official means of publication of the Company is the
Swiss Official Gazette of Commerce:
https://www.shab.ch
Web-links regarding the SIX Swiss Exchange push-/pull-
regulations concerning ad-hoc publicity issues are:
http://www.dufry.com/en/OurCompany/NewsandMedia/
Latestnews/index.htm
http://www.dufry.com/en/OurCompany/NewsandMedia/
Mediareleasesubscription/index.htm
Web-links regarding the filings made by the Company
with the CVM or BM&FBOVESPA are:
http://www.dufry.com/en/Investors/
CVMFilings/QuarterlyFinancialStatementsITR /index.htm
http://www.cvm.gov.br
http://www.bovespa.com.br
The current Articles of Incorporation are available on
Dufry’s website under:
http://www.dufry.com/en/Investors/
Articlesofincorporation/index.htm
The financial reports are available under:
http://www.dufry.com/en/Investors/
FinancialReports/index.htm
For the Investor Relations and Corporate Communications
contacts as well as a summary of anticipated key dates in
2013 please refer to page 146 of this Annual Report.
Company’s website:
Latest news:
Articles of incorporation:
Financial reports:
financial report
Page 69
Dufry annual rePort 2012
fInanCIal rePort
financial
report
consolidated financial statements
Consolidated income statement
Consolidated statement of comprehensive income
Consolidated statement of financial position
Consolidated statement of changes in equity
Consolidated statement of cash flows
Notes to the consolidated financial statements
Most important affiliated companies
Report of the statutory auditor
financial statements dufry aG
Income statement
Statement of financial position
Notes to the financial statements
Appropriation of available earnings
Report of the statutory auditor
other information
Information for investors and media
Address details of headquarters
70
71
72
73
75
76
134
136
138
139
140
143
144
146
147
Page 70
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
conSoliDateD
incoMe StateMent
for the year ended december 31, 2012
In mIllIons of CHf
Net sales
Advertising income
turnover
Cost of sales
gross profit
Selling expenses
Personnel expenses
General expenses
eBItDa1
Depreciation, amortization and impairment
Other operational result
earnings before interest and taxes (eBIt)
Interest expenses
Interest income
Foreign exchange gain / (loss)
earnings before taxes (eBt)
Income taxes
net earnings
AttRIbutAble tO:
equity holders of the parent
Non-controlling interests
eARNINGS PeR ShARe AttRIbutAble tO
equIty hOlDeRS OF the PAReNt
basic earnings per share
Diluted earnings per share
Weighted average number of outstanding shares in thousands
1 ebItDA1 is earnings before interest, taxes, depreciation, amortization and other operational result
note
2012
2011
7
8
9
11
12
13
14
15
15
16
17
17
3,062.1
91.5
3,153.6
(1,297.0)
1,856.6
(694.2)
(474.7)
(213.7)
474.0
(168.3)
(30.1)
275.6
(79.5)
1.3
(0.1)
197.3
(39.1)
158.2
122.4
35.8
4.46
4.41
27,447
2,560.9
76.8
2,637.7
(1,102.4)
1,535.3
(579.7)
(402.6)
(182.1)
370.9
(131.5)
(26.9)
212.5
(55.2)
4.1
1.7
163.1
(28.2)
134.9
111.9
23.0
4.16
4.16
26,873
Page 71
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
conSoliDateD StateMent
of coMpreHenSiVe incoMe
for the year ended december 31, 2012
In mIllIons of CHf
net earnings
otHer ComPreHensIve InCome
Items reclassified subsequently to net income upon derecognition
exchange differences on translating foreign operations
Net gain / (loss) on hedge of net investment in foreign operations
Changes in the fair value of interest rate swaps held as cash flow hedges
other comprehensive income before taxes
Income tax relating to net gain / (loss) on hedge of net investment
Income tax on cash flow hedges
Income tax relating to components of other comprehensive income
total other comprehensive income for the year, net of tax
total comprehensive income for the year, net of tax
AttRIbutAble tO:
equity holders of the parent
Non-controlling interests
2012
158.2
(31.1)
6.3
1.0
(23.8)
(0.8)
(0.1)
(0.9)
(24.7)
133.5
100.0
33.5
2011
134.9
98.2
(82.7)
1.1
16.6
9.9
(0.1)
9.8
26.4
161.3
135.3
26.0
Page 72
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
conSoliDateD StateMent
of financial poSition
at december 31, 2012
In mIllIons of CHf
note
31.12. 2012
31.12. 2011
ASSetS
Property, plant and equipment
Intangible assets
Deferred tax assets
Other non-current assets
non-current assets
Inventories
trade and credit card receivables
Other accounts receivable
Income tax receivables
Cash and cash equivalents
Current assets
total assets
lIAbIlItIeS AND ShARehOlDeRS’ equIty
equity attributable to equity holders of the parent
Non-controlling interests
total equity
Financial debt
Deferred tax liabilities
Provisions
Post-employment benefit obligations
Other non-current liabilities
non-current liabilities
trade payables
Financial debt
Income tax payables
Provisions
Other liabilities
Current liabilities
total liabilities
total liabilities and shareholders’ equity
19
21
23
24
25
26
27
28
32
23
33
34
35
32
33
35
259.8
2,032.6
153.0
36.9
2,482.3
421.1
59.5
120.4
8.3
434.0
1,043.3
3,525.6
1,238.8
128.4
1,367.2
1,345.4
165.0
39.0
6.1
8.3
1,563.8
247.8
39.9
10.8
11.2
284.9
594.6
2,158.4
3,525.6
246.1
2,078.6
146.5
37.8
2,509.0
432.0
47.0
127.3
3.4
199.1
808.8
3,317.8
870.0
84.1
954.1
1,529.8
168.5
39.5
6.0
11.3
1,755.1
301.1
30.6
14.2
7.1
255.6
608.6
2,363.7
3,317.8
Page 73
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
conSoliDateD StateMent
of cHanGeS in eQUitY
for the year ended december 31, 2012
2012
In mIllIons of CHf
note
share
capital
share
premium
treasury
shares
Hedging &
revaluation
reserves
trans-
lation
reserves
retained
ear nings
total
non-
ControllIng
Interests
total
equIty
attrIButaBle to equIty HolDers of tHe Parent
Balance at January 1, 2012
134.9
934.5
(13.5)
(0.9)
(176.6)
(8.4)
870.0
84.1
954.1
Net earnings
Other comprehensive income (loss)
18
total comprehensive income
for the period
–
–
–
–
–
–
tRANSACtIONS WIth OR
DIStRIbutIONS tO OWNeRS:
Dividends to non-controlling interests
Net proceeds from issue of shares
Purchase of treasury shares
Share-based payment
tax effect on equity transactions
total transactions with or
distributions to owners
29.2
30.2
30
16
ChANGeS IN OWNeRShIP INteReStS
IN SubSIDIARIeS:
Changes in participation of non-controlling
–
–
–
–
–
–
–
13.5
272.5
–
–
–
–
–
–
(28.1)
–
–
13.5
272.5
(28.1)
interests
31
–
–
–
Balance at December 31, 2012
148.4
1,207.0
(41.6)
–
0.9
–
122.4
122.4
(23.3)
–
(22.4)
35.8
(2.3)
158.2
(24.7)
0.9
(23.3)
122.4
100.0
33.5
133.5
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
8.8
2.1
–
286.0
(28.1)
8.8
2.1
(29.9)
–
–
–
–
(29.9)
286.0
(28.1)
8.8
2.1
–
10.9
268.8
(29.9)
238.9
–
–
–
40.7
40.7
(199.9)
124.9
1,238.8
128.4
1,367.2
Page 74
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
conSoliDateD StateMent
of cHanGeS in eQUitY
for the year ended december 31, 2012
2011
In mIllIons of CHf
note
share
capital
share
premium
treasury
shares
Hedging &
revaluation
reserves
trans-
lation
reserves
retained
ear nings
total
non-
ControllIng
Interests
total
equIty
Balance at January 1, 2011
134.9
934.2
(28.7)
(1.9)
(199.0)
(105.8)
733.7
81.1
814.8
attrIButaBle to equIty HolDers of tHe Parent
Net earnings
Other comprehensive income (loss)
18
total comprehensive income
for the period
tRANSACtIONS WIth OR
DIStRIbutIONS tO OWNeRS
Dividends to non-controlling interests
Release of share issuance costs
Purchase of treasury shares
Distribution of treasury shares
Share-based payment
tax effect on equity transactions
Reclassifications
total transactions with or
distributions to owners
29.2
30.2
30.2
30
16
ChANGeS IN OWNeRShIP INteReStS
IN SubSIDIARIeS:
Changes in participation of non-controlling
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
2.6
–
–
–
–
(2.3)
–
–
–
–
–
(12.5)
27.7
–
–
–
0.3
15.2
–
1.0
–
111.9
22.4
–
111.9
23.4
23.0
3.0
134.9
26.4
1.0
22.4
111.9
135.3
26.0
161.3
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
2.6
(12.5)
(27.7)
9.6
1.3
2.3
–
9.6
1.3
–
(25.0)
(25.0)
–
–
–
–
–
–
2.6
(12.5)
–
9.6
1.3
–
(14.5)
1.0
(25.0)
(24.0)
interests
31
–
–
–
–
–
–
–
Balance at December 31, 2011
134.9
934.5
(13.5)
(0.9)
(176.6)
(8.4)
870.0
2.0
84.1
2.0
954.1
Page 75
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
conSoliDateD StateMent
of caSH floWS
for the year ended december 31, 2012
In mIllIons of CHf
note
2012
2011
CASh FlOW FROM OPeRAtING ACtIvItIeS
earnings before taxes (eBt)
ADjuStMeNtS FOR
Depreciation, amortization and impairment
Increase / (decrease) in allowances and provisions
loss / (gain) on unrealized foreign exchange differences
Other non-cash items
Interest expenses
Interest income
Cash flow before working capital changes ¹
Decrease / (increase) in trade and other accounts receivable
Decrease / (increase) in inventories
Increase / (decrease) in trade and other accounts payable
Cash generated from operations ²
Income tax paid
net cash flows from operating activities
CASh FlOW FROM INveStING ACtIvItIeS
Purchase of property, plant and equipment
Purchase of intangible assets
Proceeds from sale of property, plant and equipment
Interest received
business combinations, net of cash
Proceed from sale of interest in subsidiaries, net of cash
net cash flows used in investing activities
free cash flow ³
CASh FlOW FROM FINANCING ACtIvItIeS
Issue of shares
Share issuance cost paid
Proceeds from issuance of Senior Notes
Proceeds from bank loans
Repayment of bank loans
Proceeds from / (repayment of) 3rd parties’ loans
Dividends paid to non-controlling interest
Purchase of treasury shares
Contributions from non-controlling interest holders
Arrangement fees paid
Interest paid
net cash flows (used in) / from financing activities
Currency translation on cash
(Decrease) / Increase in cash and cash equivalents
CASh AND CASh equIvAleNtS At the
– beginning of the period
– end of the period
13
15
15
25
20
22
6
29.2.1
31.1
197.3
168.3
13.5
7.4
8.8
79.5
(1.3)
473.5
(4.5)
2.6
(19.5)
452.1
(69.6)
382.5
(83.9)
(28.6)
0.7
1.1
(47.7)
0.9
(157.5)
271.8
294.0
(8.0)
466.1
8.3
(608.3)
1.7
(29.9)
(28.1)
0.7
(11.3)
(60.8)
24.4
(14.5)
234.9
199.1
434.0
163.1
131.5
15.8
(2.7)
9.5
55.2
(4.1)
368.3
9.8
(69.9)
68.4
376.6
(39.8)
336.8
(65.0)
(30.0)
3.2
3.9
(743.2)
0.6
(830.5)
248.9
–
(0.9)
–
773.4
(87.9)
3.8
(25.0)
(12.5)
0.7
(15.0)
(41.1)
595.5
16.7
118.5
80.6
199.1
¹ Comprise cash flows generated by earnings before taxes adjusted for all non-cash items, i.e. up to interest income
² Comprise net cash flows from operating activities before income taxes paid
³ Comprise net cash flows from operating activities and the cash flows from investing activities related to property, plant and equipment, intangible assets and interest received
Page 76
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
noteS to tHe conSoliDateD
financial StateMentS
for the year ended december 31, 2012
1. corporate information
2.2 bASIS OF CONSOlIDAtION
the consolidated financial statements incorporate the
financial statements of Dufry AG and entities controlled
by Dufry (its subsidiaries) as at December 31, 2012 and the
respective comparative information.
Subsidiaries are fully consolidated from the date of acqui-
sition, being the date on which the Group obtains control,
and continue to be consolidated until the date when such
control is lost. the financial statements of the subsidiaries
are prepared for the same reporting period as the parent
company, using uniform accounting policies. All intra-
group balances, transactions, unrealized gains and losses
resulting from intra-group transactions and dividends are
eliminated in full.
A change in the ownership interest of a subsidiary, without
a loss of control, is accounted for as an equity transaction.
If the Group loses control over a subsidiary, it
(i) derecognizes the assets (including goodwill) and liabil-
ities of the subsidiary, derecognizes the carrying amount
of any non-controlling interest as well as derecognizes
the cumulative translation differences recorded in equity
(ii) recognizes the fair value of the consideration received,
recognizes the fair value of any investment retained as
well as recognizes any surplus or deficit in the con-
solidated income statement and
(iii) reclassifies the parent’s share of components previ-
ously recognized in other comprehensive income to the
consolidated income statement or retained earnings,
as appropriate.
Dufry AG (“ Dufry” or “the Company”) is a publicly listed
company with headquarters in basel, Switzerland. the
Company is the world’s leading travel retail company. It
operates over 1,200 shops worldwide. the shares of the
Company are listed on the Swiss Stock exchange (SIX) in
Zürich and its brazilian Depository Receipts on the
bM&FbOveSPA in São Paulo.
the consolidated financial statements of Dufry AG and its
subsidiaries (“the Group”) for the year ended December 31,
2012 were authorized for public disclosure in accordance
with a resolution of the board of Directors of the Company
dated March 7, 2013.
2. accountinG policies
2.1 bASIS OF PRePARAtION
the consolidated financial statements of Dufry AG and its
subsidiaries (“the Group”) have been prepared in accordance
with International Financial Reporting Standards (IFRS).
Dufry AG’s consolidated financial statements have been
prepared on the historical cost basis, except for financial
instruments that are measured at fair values, as explained
in the accounting policies below. historical cost is gener-
ally based on the fair value of the consideration given in
exchange for assets. the carrying values of recognized
assets and liabilities that are hedged items in fair value
hedges, and are otherwise carried at amortized cost, are
adjusted to record changes in the fair values attributable
to the risks that are being hedged.
the consolidated financial statements are presented in
Swiss francs and all values are rounded to the nearest one
hundred thousand, except when otherwise indicated.
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2.3 SuMMARy OF SIGNIFICANt ACCOuNtING POlICIeS
a) Business combinations and goodwill
business combinations are accounted for using the acqui-
sition method. the cost of an acquisition is measured as
the aggregate of the consideration transferred, measured
at acquisition date fair value and the amount of any non-
controlling interest in the acquiree. For each business
combination, the Group elects whether it measures the
non-controlling interest in the acquiree either at fair value
or at the proportionate share of the acquiree’s identifiable
net assets.
Acquisition costs incurred are expensed and included in
the other operational result.
Where goodwill forms part of a cash-generating unit and
part of the operation within that unit is disposed of, the
goodwill associated with the operation disposed of is in-
cluded in the carrying amount of the operation when
determining the gain or loss on disposal of the operation.
Goodwill disposed of in this circumstance is measured
based on the relative values of the operation disposed of
and the portion of the cash-generating unit retained.
b) revenue recognition
Revenue is recognized to the extent that it is probable that
the economic benefits will flow to the Group and the rev-
enue can be reliably measured. Revenue is measured at
the fair value of the consideration received, excluding
discounts, rebates, sales taxes or duties.
When the Group acquires a business, it assesses the fi-
nancial assets and liabilities assumed for appropriate
classification and designation in accordance with the con-
tractual terms, economic circumstances and pertinent
conditions as at the acquisition date.
Net sales
Sales are recognized when significant risks and rewards
of ownership of the products have been transferred to the
customer. Retail sales are settled in cash or by credit card.
Any contingent consideration to be transferred by the buyer
will be recognized at fair value at the acquisition date.
Subsequent changes to the fair value of the contingent
consideration that is deemed to be an asset or liability will
be recognized either in the consolidated income statement
or as a change to other comprehensive income. If the con-
tingent consideration is classified as equity, it will not be
remeasured. Subsequent settlement is accounted for
within equity. In instances where the contingent consid-
eration is not a financial instrument, it is measured in
accordance with the appropriate IFRS.
the Group measures goodwill at the acquisition date as:
– the fair value of the consideration transferred; plus
– the recognized amount of any non-controlling interests
in the acquiree; plus
– if the business combination is achieved in stages, the
fair value of the pre-existing equity interest in the ac-
quiree; less
– the net recognized amount of the identifiable assets
acquired and liabilities assumed.
When the excess is negative, a bargain purchase gain
is recognized immediately in the consolidated income
statement.
After initial recognition, goodwill is measured at cost less
any accumulated impairment losses. For the purpose of
impairment testing, goodwill acquired in a business combi-
nation is, from the acquisition date, allocated to each of the
Group’s cash-generating units that are expected to benefit
from the combination, irrespective of whether other assets
or liabilities of the acquiree are assigned to those units.
Advertising income
Advertising income is recognized when the services have
been rendered.
c) foreign currency translation
the consolidated financial statements are expressed in
Swiss francs (ChF). each company in the Group uses its
corresponding functional currency and items included in
the financial statements of each entity are measured using
that functional currency. transactions in foreign curren-
cies are initially recorded in the functional currency using
the exchange rate at the date of the transaction.
Monetary assets and liabilities denominated in foreign
currencies are translated in the functional currency us-
ing the exchange rate at the reporting date. exchange
differences arising on the settlement or on the translation
of derivative financial instruments are recognized through
the consolidated income statement, except where the
hedges on net investments allow the recognition in the
other comprehensive income, until the respective invest-
ments are disposed of. In this case any related deferred
taxes are also accounted for in the other comprehensive
income. Non-monetary items that are measured at his-
torical cost in the respective functional currency are
translated using the exchange rates as at the dates of the
initial transactions.
At the reporting date, the assets and liabilities of all sub-
sidiaries reporting in foreign currency are translated into
the presentation currency of Dufry (Swiss francs) using
the exchange rate at the reporting date. the consolidated
income statement is translated using the average exchange
rates of the respective month in which the transactions
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occurred. the net translation differences are recognized
in the other comprehensive income. On disposal of a for-
eign entity or when control is lost, the deferred cumulative
translation difference recognized within equity relating to
that particular operation is recognized in the consolidated
income statement as gain or loss on sale of subsidiaries.
Intangible assets and fair value adjustments identified on
the acquisition of a new business (purchase price alloca-
tion) are treated as assets and liabilities of such operation
in the respective functional currency.
Principal foreign exchange rates applied for valuation
and translation
In CHf
1 uSD – uS Dollar
1 euR – euro
1. 1. – 31.12. 2012
average rates
1. 1. – 31.12. 2011
average rates
31.12. 2012
ClosIng rates
31.12. 2011
ClosIng rates
0.9377
1.2052
0.8868
1.2329
0.9146
1.2069
0.9387
1.2167
d) Pension and other post-employment benefit
obligations – Pension obligations
the employees of the subsidiaries are eligible for retire-
ment, invalidity and death benefits under local social
security schemes prevailing in the countries concerned
and defined benefit or defined contribution plans provided
through separate funds, insurance plans, or unfunded
arrangements. the pension plans are generally funded
through regular contributions made by the employer and
the employee and through the income generated by the
capital investments.
In the case of defined contribution plans, the net periodic
pension cost to be recognized in the consolidated income
statement equals the contributions made by the employer.
In the case of defined benefit plans, the net periodic pen-
sion cost is determined using the projected unit credit
method. the defined benefit obligation is measured as
the present value of expected future payments required
to settle the obligation resulting from employee service
in the current and prior periods. the net periodic pension
cost less employee contributions is included in the per-
sonnel expenses. Plan assets are recorded at their fair
value. Actuarial gains or losses beyond a corridor of 10%
of the greater of the present value of the defined benefit
obligation and the fair value of plan assets arising from
adjustments posted and changes in actuarial assump-
tions are recognized in the consolidated income state-
ment over the average remaining service lives of the
related plan participants.
e) share-based payments
equity-settled share-based payments to employees and
others providing similar services are measured at the
fair value of the equity instruments at the grant date. the
fair value determined at the grant date of the equity-
settled share-based payments is expensed on a straight-
line basis over the vesting period, based on the estimated
number of equity instruments that will eventually vest.
At the end of each reporting period, the Group revises its
estimate of the number of equity instruments expected
to vest. the impact of the revision of the original esti-
mates, if any, is recognized in the consolidated income
statement such that the cumulative expense reflects the
revised estimate.
Where the terms of an equity-settled award are modified,
the minimum expense recognized is the expense if the
terms had not been modified. An additional expense is
recognized for any modification, which increases the total
fair value of the share based payment arrangement, or is
otherwise beneficial to the employee as measured at the
date of modification.
f) taxation
Income tax expense represents the sum of the tax cur-
rently payable and deferred tax.
Current income tax
Current income tax assets and liabilities are measured
at the amount expected to be recovered from or paid to
the tax authorities. the tax rates and tax laws used to
compute the amount are those that are enacted or sub-
stantially enacted, at the reporting date in the countries
where the Group operates and generates taxable income.
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Deferred tax assets and liabilities are measured at the
tax rates that are expected to apply in the year when the
asset is realized or the liability is settled, based on tax
rates (and tax laws) that have been enacted or substan-
tially enacted at the reporting date.
Deferred tax positions not relating to items recognized
in the consolidated income statement, are recognized in
correlation to the underlying transaction either as other
comprehensive income or equity.
Deferred tax assets and deferred tax liabilities are offset
if a legally enforceable right exists to set off current tax
assets against current income tax liabilities and the de-
ferred taxes relate to the same taxable entity.
tax benefits acquired as part of a business combination,
but not satisfying the criteria for separate recognition at
that date, would be recognized subsequently if new in-
formation about facts and circumstances changed. the
adjustment would either be treated as a reduction of
goodwill (as long as it does not exceed goodwill) if it was
noted during the measurement period or afterwards in
the consolidated income statement.
g) Property, plant and equipment
these are stated at cost less accumulated depreciation
and any impairment in fair value. Depreciation is computed
on a straight-line basis over the shorter of the estimated
useful life of the asset or the lease term.
the useful lives applied are as follows:
– buildings 15 to 20 years
– leasehold improvements 5 to 10 years
– Furniture, fixture and vehicles 4 to 10 years
– Computer hardware 5 years
the asset’s residual values and useful lives are reviewed,
and adjusted if appropriate, at each reporting date.
Additional costs, which extend the useful life of tangible
assets, are capitalized. there are no borrowing costs rec-
ognized that are associated with the construction of tan-
gible assets.
the carrying amount of tangible assets is reviewed for
impairment whenever events or changes in circumstances
indicate that the carrying amount of the asset may not be
recoverable. the recoverable amount is the higher of an
asset’s fair value less cost to sell or its value in use.
Current income tax relating to items recognized in other
comprehensive income is recognized in the same state-
ment. Management periodically evaluates positions taken
in the tax returns with respect to situations in which ap-
plicable tax regulations are subject to interpretation and
establishes provisions where appropriate.
Deferred tax
Deferred tax is provided using the liability method on
temporary differences between the tax bases of assets
and liabilities and their carrying amounts for financial
reporting purposes at the reporting date.
Deferred tax liabilities are recognized for all taxable tem-
porary differences, except:
– When the deferred tax liability arises from the initial
recognition of goodwill or an asset or liability in a trans-
action that is not a business combination and, at the
time of the transaction, affects neither the accounting
profit nor taxable profit or loss
– In respect of taxable temporary differences associated
with investments in subsidiaries, when the timing of
the reversal of the temporary differences can be con-
trolled and it is probable that the temporary differences
will not reverse in the foreseeable future
Deferred tax assets are recognized for all deductible
temporary differences, the carry forward of unused tax
credits and any unused tax losses. Deferred tax assets
are recognized to the extent that it is probable that taxable
profit will be available against which the deductible tem-
porary differences, and the carry forward of unused tax
credits and unused tax losses can be utilized, except:
– When the deferred tax asset relating to the deductible
temporary difference arises from the initial recognition
of an asset or liability in a transaction that is not a
business combination and, at the time of the transac-
tion, affects neither the accounting profit nor taxable
profit or loss
– In respect of deductible temporary differences associ-
ated with investments in subsidiaries, deferred tax
assets are recognized only to the extent that it is prob-
able that the temporary differences will reverse in the
foreseeable future and taxable profit will be available
against which the temporary differences can be utilized
the carrying amount of deferred tax assets is reviewed
at each reporting date and reduced to the extent that it
is no longer probable that sufficient taxable profit will be
available to allow the deferred tax asset to be utilized.
unrecognized deferred tax assets are reassessed at each
reporting date and are recognized to the extent that it has
become probable that future taxable profits will allow
the deferred tax asset to be recovered.
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h) Intangible assets
Intangible assets acquired
(separately or from a business combination)
these assets mainly comprise of concession rights,
brands and goodwill (for goodwill see 2.3.a). Intangible
assets acquired separately are capitalized at cost and
those from a business acquisition are capitalized at fair
value as at the date of acquisition. Following initial rec-
ognition, the cost model is applied to intangible assets.
the useful lives of these intangible assets are assessed
to be either finite or indefinite. Intangible assets with finite
lives are amortized over the useful economic life and
assessed for impairment whenever there is an indication
that the intangible asset may be impaired. Intangible as-
sets with indefinite useful lives are not amortized but are
tested for impairment annually at the asset or cash gen-
erating unit level. the useful life of an intangible asset
with an indefinite life is reviewed annually to determine
whether indefinite life assessment continues to be sup-
portable. If not, any changes are made on a prospective
basis. brands have been assessed to have indefinite use-
ful lives and are therefore not amortized.
Certain concession rights are granted for periods ranging
from 10 to 30 years by the relevant airport authorities.
based on Dufry’s experience, these concession rights
have been renewed in the past at little or no cost for the
Group. As a result these concession rights are assessed
as having an indefinite useful life.
i) Impairment of non-financial assets
Intangible assets with indefinite useful life are not subject
to amortization and are tested annually for impairment.
Assets that are subject to depreciation and amortization
are reviewed for impairment whenever events or circum-
stances indicate that the carrying amount may not be
recoverable. An impairment loss is recognized when the
carrying amount of an asset or cash generating unit exceeds
its recoverable amount. the recoverable amount is the
higher of an asset’s fair value less costs to sell and its value
in use. For the purpose of assessing impairment, assets
are grouped at the lowest levels for which there are sepa-
rately identifiable cash inflows (cash generating units).
sary to make the sale. Inventory allowances are set up in
the case of slow-moving and obsolete stock. expired items
are fully written off.
k) Provisions
Provisions are recognized when the Group has a present
obligation (legal or constructive) as a result of a past event,
it is probable that the Group will be required to settle the
obligation, and a reliable estimate can be made of the amount
of the obligation.
the amount recognized as a provision is the best estimate
at the end of the reporting period of the consideration re-
quired to settle the present obligation, taking into account
the risks and uncertainties surrounding the obligation. When
a provision is measured using the cash flows estimated to
settle the present obligation, its carrying amount is the
present value of those cash flows (where the effect of the
time value of money is material).
When some or all of the economic benefits required to
settle a provision are expected to be recovered from a third
party, a receivable is recognized as an asset if it is virtually
certain that the reimbursement will be received and the
amount of the receivable can be measured reliably.
Contingent liabilities acquired in a business combination
Contingent liabilities acquired in a business combination
are initially measured at fair value at the acquisition date.
At the end of subsequent reporting periods, such contingent
liabilities are measured at the higher of the amount that
would be recognized in accordance with IAS 37 Provisions,
Contingent liabilities and Contingent Assets and the
amount initially recognized less cumulative amortization
recognized in accordance with IAS 18 Revenue.
Onerous contracts
Present obligations arising under onerous contracts are
recognized and measured as provisions. An onerous con-
tract is considered to exist if the Group has a contract
under which the unavoidable costs of meeting the obliga-
tions under the contract exceed the economic benefits
expected to be received from the contract.
j) Inventories
Inventories are valued at the lower of historical cost or net
realizable value. the historical costs are determined using
the FIFO method. historical cost includes all expenses
incurred in bringing the inventories to their present loca-
tion and condition. this includes import duties, transport
and handling costs and any other directly attributable costs
of acquisition. Purchase discounts and rebates are de-
ducted in determining the cost of inventories. the net
realizable value is the estimated selling price in the ordi-
nary course of business less the estimated costs neces-
Restructurings
A restructuring provision is recognized when the Group
has developed a detailed formal plan for the restructuring
and has raised a valid expectation in those affected that it
will carry out the restructuring by starting to implement
the plan or announcing its main features to those affected
by it. the measurement of a restructuring provision includes
only the direct expenditures arising from the restructuring,
which are those amounts that are both necessarily entailed
by the restructuring and not associated with the ongoing
activities of the entity.
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l) financial instruments
Financial assets and financial liabilities are recognized when
the Group becomes a party to the contractual provisions of
the instrument.
Financial assets and financial liabilities are initially measured
at fair value. transaction costs that are directly attributable
to the acquisition or issue of financial assets and financial
liabilities (other than financial assets and financial liabilities
at fair value through profit or loss) are added to or deducted
from the fair value of the financial assets or financial lia-
bilities on initial recognition. transaction costs directly
attributable to the acquisition of financial assets or financial
liabilities at fair value through profit or loss are recognized
immediately in the consolidated income statement.
effective interest method
the effective interest method is a method of calculating
the amortized cost of a debt instrument and of allocating
interest income over the relevant period. the effective
interest rate is the rate that exactly discounts estimated
future cash flows (including all fees and points paid or
received that form an integral part of the effective interest
rate, transaction costs and other premiums or discounts)
through the expected life of the debt instrument, or, where
appropriate, a shorter period, to the net carrying amount
on initial recognition.
m) financial assets
Financial assets are classified into the following catego-
ries: financial assets at fair value through profit or loss
(FvtPl), held-to-maturity investments, available-for-sale
(AFS) financial assets and loans and receivables. the
categorization depends on the nature and purpose of the
financial assets and is determined at the time of initial
recognition. All regular way purchases or sales of finan-
cial assets are recognized and derecognized on a trade
date basis. Regular way purchases or sales are purchases
or sales of financial assets that require delivery of assets
within the time frame established by regulation or conven-
tion in the marketplace.
Financial assets at FvtPl (fair value through
profit or loss)
Financial assets are classified as at FvtPl when the
financial asset is either held for trading or it is designated
as at FvtPl.
A financial asset is classified as held for trading if:
– it has been acquired principally for the purpose of sell-
ing it in the near term; or
– it is a derivative that is not designated and effective as
a hedging instrument.
A financial asset other than a financial asset held for trading
may be designated as at FvtPl upon initial recognition if:
– such designation eliminates or significantly reduces a
measurement or recognition inconsistency that would
otherwise arise; or
– the financial asset forms part of a group of financial
assets or financial liabilities or both, which is managed
and its performance is evaluated on a fair value basis,
in accordance with the Group’s documented risk man-
agement or investment strategy, and information about
the grouping is provided internally on that basis; or
– it forms part of a contract containing one or more em-
bedded derivatives, and IAS 39 Financial Instruments:
Recognition and Measurement permits the entire com-
bined contract (asset or liability) to be designated as
at FvtPl.
Financial assets at FvtPl are stated at fair value, with any
gains or losses arising on remeasurement recognized in
the consolidated income statement. the net gain or loss
recognized in the consolidated income statement incor-
porates any dividend or interest earned on the financial
asset and is included in the other operating result line
item in the consolidated income statement. Fair value is
determined in the manner described in note 38.
trade and other accounts receivable
trade and other receivables are non-derivative financial
assets with fixed or determinable payments that are not
quoted in an active market. trade and other receivables
(including credit cards receivables, other accounts re-
ceivable, cash and cash equivalents) are measured at
amortized cost using the effective interest method, less
any impairment.
Interest income is recognized by applying the effective
interest rate, except for short-term receivables when the
recognition of interest would be immaterial.
Impairment of financial assets
Financial assets, other than those at FvtPl, are assessed
for indicators of impairment at the end of each reporting
period. Financial assets are considered to be impaired
when there is objective evidence that, as a result of one or
more events that occurred after the initial recognition of
the financial asset, the estimated future cash flows of the
investment have been affected.
– on initial recognition it is part of a portfolio of identified
financial instruments that the Group manages together
and has a recent actual pattern of short-term profit-
taking; or
Certain categories of financial assets, such as trade re-
ceivables, are assessed for impairment individually. For
financial assets carried at amortized cost, the amount of
the impairment loss recognized is the difference between
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the asset’s carrying amount and the present value of
estimated future cash flows, discounted at the financial
asset’s original effective interest rate.
No gain or loss is recognized in the consolidated income
statement on the purchase, sale, issue or cancellation of
the Company’s own equity instruments.
the carrying amount of the financial asset is reduced by
the impairment loss directly for all financial assets with
the exception of trade receivables, loans and other re-
ceivables, where the carrying amount is reduced through
the use of an allowance account. When a trade receivable
is considered uncollectible, it is written off against the
allowance account. Subsequent recoveries of amounts
previously written off are credited against the allowance
account. Changes in the carrying amount of the allow-
ance account are recognized in the consolidated income
statement.
For financial assets measured at amortized cost, if, in a
subsequent period, the amount of the impairment loss
decreases and the decrease can be related objectively to
an event occurring after the impairment was recognized,
the previously recognized impairment loss is reversed
through the consolidated income statement to the extent
that the carrying amount of the investment at the date
the impairment is reversed does not exceed what the
amortized cost would have been had the impairment not
been recognized.
Derecognition of financial assets
the Group derecognizes a financial asset only when the
contractual rights to the cash flows from the asset expire,
or when it transfers the financial asset and substantially
all the risks and rewards of ownership of the asset to
another entity. If the Group neither transfers nor retains
substantially all the risks and rewards of ownership and
continues to control the transferred asset, the Group
recognizes its retained interest in the asset and an as-
sociated liability for amounts it may have to pay. If the
Group retains substantially all the risks and rewards of
ownership of a transferred financial asset, the Group con-
tinues to recognize the financial asset and also recognizes
a collateralized borrowing for the proceeds received.
n) equity instruments
Debt and equity instruments issued by the Group are
classified as either financial liabilities or as equity in ac-
cordance with the substance of the contractual arrange-
ments and the definitions of a financial liability and an
equity instrument.
An equity instrument is any contract that evidences a
residual interest in the assets of an entity after deducting
all of its liabilities. equity instruments issued by the Group
are recognized at the proceeds received, net of direct
issue costs. Repurchase of the Company’s own equity
instruments is recognized and deducted directly in equity.
o) financial liabilities
Financial liabilities are classified as either financial lia-
bilities at FvtPl or other financial liabilities.
Financial liabilities at FvtPl
Financial liabilities are classified as at FvtPl when the
financial liability is either held for trading or it is desig-
nated as at FvtPl.
A financial liability is classified as held for trading if:
– it has been acquired principally for the purpose of re-
purchasing it in the near term; or
– on initial recognition it is part of a portfolio of identified
financial instruments that the Group manages together
and has a recent actual pattern of short-term profit-
taking; or
– it is a derivative that is not designated and effective as
a hedging instrument.
A financial liability other than a financial liability held for
trading may be designated as at FvtPl upon initial rec-
ognition if:
– such designation eliminates or significantly reduces a
measurement or recognition inconsistency that would
otherwise arise; or
– the financial liability forms part of a group of financial
assets or financial liabilities or both, which is managed
and its performance is evaluated on a fair value basis,
in accordance with the Group’s documented risk man-
agement or investment strategy, and information about
the grouping is provided internally on that basis; or
– it forms part of a contract containing one or more em-
bedded derivatives, and IAS 39 Financial Instruments:
Recognition and Measurement permits the entire com-
bined contract (asset or liability) to be designated as
at FvtPl.
Financial liabilities at FvtPl are stated at fair value, with
any gains or losses arising on remeasurement recognized
in the consolidated income statement. the net gain or
loss recognized in the consolidated income statement
incorporates any interest paid on the financial liability
and is included in the other operational result line item
in the consolidated income statement. Fair value is de-
termined in the manner described in note 38.
Other financial liabilities
Other financial liabilities (including borrowings) are sub-
sequently measured at amortized cost using the effective
interest method (see l).
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Cash flow hedges
the effective portion of changes in the fair value of de-
rivatives that are designated and qualify as cash flow
hedges is recognized in other comprehensive income and
accumulated in the hedging and revaluation reserves. the
gain or loss relating to the ineffective portion is recognized
in the consolidated income statement, and is included in
the interest expenses / income line item.
Amounts previously recognized in other comprehensive
income and accumulated in equity are reclassified to the
consolidated income statement in the periods when the
hedged item is recognized in the consolidated income state-
ment, in the same line of the consolidated income statement
as the recognized hedged item. however, when the hedged
forecast transaction results in the recognition of a non-
financial asset or a non-financial liability, the gains and
losses previously recognized in other comprehensive in-
come and accumulated in equity are transferred from
equity and included in the initial measurement of the cost
of the non-financial asset or non-financial liability.
hedge accounting is discontinued when the Group revokes
the hedging relationship, when the hedging instrument
expires or is sold, terminated, or exercised, or when it no
longer qualifies for hedge accounting. Any gain or loss rec-
ognized in other comprehensive income and accumulated
in equity at that time remains in equity and is recognized
when the forecast transaction is ultimately recognized in
the consolidated income statement. When a forecast trans-
action is no longer expected to occur, the gain or loss
accumulated in equity is recognized immediately in the
consolidated income statement.
hedges of net investments in foreign operations
hedges of net investments in foreign operations are ac-
counted for similarly to cash flow hedges. Any gain or loss
on the hedging instrument relating to the effective portion
of the hedge is recognized in other comprehensive income
and accumulated under the heading of translation re-
serves. the gain or loss relating to the ineffective portion
is recognized immediately in the consolidated income
statement, and is included in the foreign exchange gains /
loss line item.
Derecognition of financial liabilities
the Group derecognizes financial liabilities when, and only
when, the Group’s obligations are discharged, cancelled
or they expire. the difference between the carrying amount
of the financial liability derecognized and the consideration
paid and payable is recognized in the consolidated income
statement.
p) Derivative financial instruments
the Group enters into a variety of derivative financial in-
struments to manage its exposure to interest rate or foreign
exchange rate risks, including foreign exchange forward
contracts, interest rate swaps and cross currency swaps.
Further details of derivative financial instruments are
disclosed in note 38.
Derivatives are initially recognized at fair value at the date
the derivative contracts are entered into and are subse-
quently remeasured to their fair value at the end of each
reporting period. the resulting gain or loss is recognized
in the consolidated income statement unless the deriva-
tive is designated and effective as a hedging instrument,
in which event the timing of the recognition in the con-
solidated income statement depends on the nature of the
hedge relationship.
embedded derivatives
Derivatives embedded in non-derivative host contracts
are treated as separate derivatives when their risks and
characteristics are not closely related to those of the host
contracts and the host contracts are not measured at
FvtPl.
q) Hedge accounting
the Group designates certain hedging instruments,
which include derivatives, embedded derivatives and
non-derivatives in respect of foreign currency risk, as
either fair value hedges, cash flow hedges, or hedges of
net investments in foreign operations. hedges of foreign
exchange risk on firm commitments are accounted for
as cash flow hedges.
At the inception of the hedge relationship, the entity docu-
ments the relationship between the hedging instrument
and the hedged item, along with its risk management
objectives and its strategy for undertaking various hedge
transactions. Furthermore, at the inception of the hedge
and on an ongoing basis, the Group documents whether
the hedging instrument is highly effective in offsetting
changes in fair values or cash flows of the hedged item
attributable to the hedged risk.
Note 38 sets out details of the fair values of the derivative
instruments used for hedging purposes.
Page 84
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
2.4 ChANGeS IN ACCOuNtING POlICy
AND DISClOSuReS
3. critical accountinG judGments and key
sources of estimation uncertainty
new and amended standards and interpretations
the accounting policies adopted are consistent with those
of the previous financial year, except for the following new
and amended IFRS and IFRIC interpretations:
standards and Interpretations affecting the reported
financial performance and / or financial position
the Group has not adopted any new or revised Standards
and Interpretations during the current year that affected
the amounts reported in these financial statements.
standards and Interpretations affecting presentation
and disclosure only
Ifrs 7
financial Instruments: Disclosures –
enhanced Derecognition Disclosure requirements
(effective july 1, 2011)
the amendment requires additional disclosure about
financial assets that have been transferred but not derec-
ognized to enable the user of the Group’s financial state-
ments to understand the relationship with those assets
that have not been derecognized and their associated
liabilities. In addition, the amendment requires disclosures
about continuing involvement in derecognized assets to
enable the user to evaluate the nature of, and risks as-
sociated with, the entity’s continuing involvement in those
derecognized assets. the amendment affects disclosure
only and has no impact on the Group’s financial position
or performance.
standards and Interpretations adopted with no
material effect on the financial statements during the
current reporting period
the following new or revised Interpretation has been
adopted in these financial statements. Its adoption has
not had a significant impact on the amounts reported in
these financial statements, but may affect the accounting
for future transactions or arrangements.
Ias 12
Deferred tax –
recovery of underlying assets amendments to Ias 12
(effective january 1, 2012)
IAS 12 has been updated to include a presumption that
deferred tax on investment property measured using the
fair value model in IAS 40 and on non-depreciable assets
measured using the revaluation model in IAS 16, should
always be measured on a sale basis. Dufry has not ac-
counted for any investment property.
the preparation of the Group’s financial statements re-
quires management to make judgments, estimates and
assumptions that affect the reported amounts of income,
expenses, assets and liabilities, and the disclosure of con-
tingent liabilities, at the reporting date. however, uncer-
tainty about these assumptions and estimates could result
in outcomes that could require a material adjustment to
the carrying amount of the asset or liability in the future.
Key SOuRCeS OF eStIMAtION uNCeRtAINty
the key assumptions concerning the future and other key
sources of estimation include uncertainties at the reporting
date, which may have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities
within the next financial periods, are discussed below.
Concession rights
Concession rights acquired in a business combination are
measured at fair value as at the date of acquisition. the
useful lives of operating concessions are assessed to be
either finite or indefinite based on individual circumstances.
the useful lives of operating concessions are reviewed
annually to determine whether the indefinite useful life
assessment for those concessions continues to be sustain-
able. the Group annually tests the operating concessions
with indefinite useful lives for impairment. the underlying
calculation requires the use of estimates. the comments
and assumptions used are disclosed in note 21.1.2.
Brands and goodwill
the Group tests these items annually for impairment. the
underlying calculation requires the use of estimates. the
comments and assumptions used are disclosed in note 21.1.4.
Income taxes
the Group is subject to income taxes in numerous jurisdic-
tions. Significant judgment is required in determining the
worldwide provision for income taxes. there are many
transactions and calculations for which the ultimate tax
assessment is uncertain. the Group recognizes liabilities
for tax audit issues based on estimates of whether addi-
tional taxes will be payable. Where the final tax outcome
is different from the amounts that were initially recorded,
such differences will impact the income tax or deferred
tax provisions in the period in which such assessment is
made. Further details are given in note 16.
Deferred tax assets
Deferred tax assets are recognized for all unused tax losses
and deductible temporary differences to the extent that it
is probable that taxable profit will be available against which
the losses can be utilized. Management judgment is required
to determine the amount of deferred tax assets that can be
recognized, based upon the likely timing and level of future
taxable profits together with future tax planning strategies.
Further details are given in note 23.
Provisions
Management makes assumptions in relation to the expected
outcome and cash outflows based on the development of
each individual case. Further details are given in note 33.
share-based payments
the Group measures the cost of equity-settled transac-
tions with employees by reference to the fair value of the
equity instruments at the grant date. estimating fair value
requires determining the most appropriate valuation
model for a grant of equity instruments, which depends
on the terms and conditions of the grant. this also re-
quires determining the most appropriate inputs to the
valuation model including the expected life of the option,
volatility and dividend yield and making assumptions
about them. the assumptions and models used are dis-
closed in note 30.
Pension and other post-employment benefit obligations
the cost of defined benefit pension plans is determined
using actuarial valuations. the actuarial valuation involves
assumptions about discount rates, expected rates of return
on assets, future salary increases, mortality rates and
future pension increases. Due to the long-term nature of
these plans, such estimates are subject to significant un-
certainty. Further details are given in note 34.
Purchase price allocation
the determination of the fair values of the identifiable assets
(especially the concession rights) and the assumed liabil-
ities (especially the contingent liabilities recognized as
provisions), resulting from business combinations, is based
on valuation techniques such as the discounted cash flow
model. Some of the inputs to this model are partially based
on assumptions and judgments and any changes thereof
would affect the reported values (see note 6).
4. new and revised standards and
interpretations in issue but not yet
adopted / effective
the standards and interpretations that are issued, but not
yet effective, up to the date of issuance of the Group’s fi-
nancial statements are disclosed below. Only those that
are expected to have an impact on the Group’s financial
position, performance, and / or disclosures are listed. the
Group intends to adopt these standards, if applicable, when
they become effective.
Page 85
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
Ias 1
Presentation of Items of other Comprehensive Income –
amendments to Ias 1
(effective july 1, 2012)
the amendments to IAS 1 change the grouping of items
presented in other comprehensive income (OCI). Items
that could be reclassified (or recycled) to profit or loss
at a future point in time (for example, actuarial gains and
losses on defined benefit plans) would be presented
separately from items that will never be reclassified (for
example, net gain on hedge of net investment, exchange
differences on translation of foreign operations, net
movement on cash flow hedges and net loss or gain on
available-for-sale financial assets). the amendment af-
fects presentation only and has no impact on the Group’s
financial position or performance.
Ias 19
employee Benefits (revised)
(effective january 1, 2013)
the IASb has issued numerous amendments to IAS 19.
these range from fundamental changes such as remov-
ing the corridor mechanism and the concept of expected
returns on plan assets to simple clarifications and re-
wording. the Group will change its accounting policy in
2013 to recognize actuarial gains and losses in other
comprehensive income. the amended standard will impact
the net benefit expense as the expected return on plan
assets will be calculated using the same interest rate as
applied for the purpose of discounting the benefit obliga-
tion. Further details are given in note 34.
the application of this new standard will imply a restate-
ment of the 2012 situation. based on current knowledge, the
financial statements will be impacted at December 31, 2012
as follows:
– an additional loss of ChF 0.1 million in the consolidated
income statement
– an additional loss of ChF 7.7 million in other compre-
hensive income
– a reduction of pension assets of ChF 0.4 million and
addition of pension liabilities of ChF 15.0 million
– a reduction of equity of ChF 15.4 million due to the
retrospective application of IAS 19R
Ias 28
Investments in associates and Joint ventures
(as revised in 2011)
(effective january 1, 2013)
As a consequence of the new IFRS 11, and IFRS 12, IAS 28
Investments in Associates, has been renamed as IAS 28
Investments in Associates and joint ventures, and de-
scribes the application of the equity method to investments
in joint ventures in addition to associates.
Page 86
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
Ias 32
offsetting financial assets and financial liabilities –
amendments to Ias 32
(effective january 1, 2014)
these amendments clarify the meaning of “currently has
a legally enforceable right to set-off”. the amendments
also clarify the application of the IAS 32 offsetting criteria
to settlement systems (such as central clearing house
systems) which apply gross settlement mechanisms that
are not simultaneous.
entities. IFRS 10 establishes a single control model that
applies to all entities including special purpose entities.
the changes introduced by IFRS 10 will require manage-
ment to exercise significant judgment to determine which
entities are controlled and therefore are required to be
consolidated by a parent, compared with the requirements
that were in IAS 27. based on the preliminary analyses
performed, IFRS 10 is not expected to have any impact on
the valuation or presentation of the currently consolidated
investments of the Group.
Ifrs 7
Disclosures – offsetting financial assets and financial
liabilities – amendments to Ifrs 7
(effective january 1, 2013)
these amendments require an entity to disclose information
about rights to set-off and related arrangements (e.g.,
collateral agreements). the disclosures would provide
users with information that is useful in evaluating the ef-
fect of netting arrangements on an entity’s financial posi-
tion. the new disclosures are required for all recognized
financial instruments that are set off in accordance with
IAS 32 Financial Instruments: Presentation. the disclo-
sures also apply to recognized financial instruments that
are subject to an enforceable master netting arrangement
or similar agreement, irrespective of whether they are set
off in accordance with IAS 32.
Ifrs 9
financial Instruments: Classification and measurement
(effective january 1, 2015)
IFRS 9, as issued, reflects the first phase of the IASb’s work
on the replacement of IAS 39 and applies to classification
and measurement of financial assets and financial liabilities
as defined in IAS 39. the standard was initially effective for
annual periods beginning on or after january 1, 2013, but
amendments to IFRS 9 Mandatory effective Date of IFRS 9
and transition Disclosures, issued in December 2011, moved
the mandatory effective date to january 1, 2015. In subse-
quent phases, the IASb will address hedge accounting and
impairment of financial assets. the adoption of the first
phase of IFRS 9 in 2015 will have an effect on the classifica-
tion and measurement of the Group’s financial assets, but
will not have an impact on classification and measurements
of financial liabilities. the Group will quantify the effect in
conjunction with the other phases, when the final standard
including all phases is issued.
Ifrs 10
Consolidated financial statements, Ias 27 separate
financial statements
(effective january 1, 2013)
IFRS 10 replaces the portion of IAS 27 Consolidated and
Separate Financial Statements that addresses the account-
ing for consolidated financial statements. It also addresses
the issues raised in SIC-12 Consolidation — Special Purpose
Ifrs 11
Joint arrangements
(effective january 1, 2013)
IFRS 11 replaces IAS 31 Interests in joint ventures and
SIC-13 jointly-controlled entities — Non-monetary Con-
tributions by venturers. IFRS 11 removes the option to
account for jointly controlled entities (jCes) using pro-
portionate consolidation. Instead, jCes that meet the
definition of a joint venture must be accounted for using
the equity method.
Ifrs 12
Disclosure of Interests in other entities
(effective january 1, 2013)
IFRS 12 includes all of the disclosures that were previously
in IAS 27 related to consolidated financial statements, as
well as all of the disclosures that were previously included
in IAS 31 and IAS 28. these disclosures relate to an entity’s
interests in subsidiaries, joint arrangements, associates
and structured entities. A number of new disclosures are
also required, but has no impact on the Group’s financial
position or performance.
Ifrs 13
fair value measurement
(effective january 1, 2013)
IFRS 13 establishes a single source of guidance under IFRS
for all fair value measurements. IFRS 13 does not change
when an entity is required to use fair value, but rather
provides guidance on how to measure fair value under IFRS
when fair value is required or permitted. the Group is cur-
rently assessing the impact that this standard will have on
the financial position and performance, but based on the
preliminary analyses, no material impact is expected.
Improvements to Ifrss (may 2012)
the adoption of the relevant standards will not have any
significant impact on the accounting policies, financial
position or performance of the Group.
Page 87
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
5. seGment information
the Group’s risks and returns are predominantly affected
by the fact that it operates in different countries. there-
fore, the Group presents the segment information as it
does internally to the Group executive Committee, using
geographical segments and the distribution centers as
separate segment.
As of july 1, 2012 Dufry has regrouped its business into 4
geographical segments and one segment “global distri-
bution centers” to achieve the financial, commercial and
efficiency goals set in its strategic plan. the former re-
gions europe, Africa and eurasia have been merged into
one new region. the former region South America was
split into a new region America I and a region America II.
the former region Central America and Caribbean has
been merged into region America I. Of the former region
South America, the operations in Argentina, ecuador and
uruguay have been merged into Region America I; and
bolivia and brazil have been moved to Region America II.
the region North America has been renamed united
States & Canada.
the comparative figures for 2011 have been prepared
accordingly to reflect the above mentioned changes.
2012
In mIllIons of CHf
eMeA & Asia
America I
America II
united States & Canada
Global Distribution Centers
eliminations
Dufry group
2011
In mIllIons of CHf
eMeA & Asia
America I
America II
united States & Canada
Global Distribution Centers
eliminations
Dufry group
turnover
with external
customers
with other
segments
total
eBItDa1
full tIme
equIvalents
790.4
778.3
730.6
809.3
45.0
–
3,153.6
–
–
–
–
757.8
(757.8)
–
790.4
778.3
730.6
809.3
802.8
(757.8)
3,153.6
turnover
81.9
57.2
133.0
90.3
111.6
–
474.0
3,336
3,667
2,118
4,955
285
–
14,361
with external
customers
with other
segments
total
eBItDa1
full tIme
equIvalents
657.8
524.7
729.4
700.5
25.3
–
2,637.7
–
–
–
–
599.4
(599.4)
–
657.8
524.7
729.4
700.5
624.7
(599.4)
2,637.7
48.2
37.8
130.4
76.9
77.6
–
370.9
3,059
3,697
2,063
4,800
256
–
13,874
1 ebItDA before other operational result.
the Group generated in Switzerland (domicile) a share of 1.1%
(2011: 1.2%) of the total turnover with external customers.
Page 88
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
2012
In mIllIons of CHf
eMeA & Asia
America I
America II
united States & Canada
Global Distribution Centers
unallocated positions
Dufry group
2011
In mIllIons of CHf
eMeA & Asia
America I
America II
united States & Canada
Global Distribution Centers
unallocated positions
Dufry group
total
assets
total
lIaBIlItIes
InCome tax
exPense
CaPItal
exPenDIture
PaID
DePreCIatIon &
amortIzatIon
otHer
non-CasH
Items
578.4
1,323.9
401.7
517.3
203.3
501.0
3,525.6
208.0
247.2
142.0
120.7
51.0
1,389.5
2,158.4
(2.1)
(6.6)
(27.0)
(0.2)
(2.4)
(0.8)
(17.3)
(20.3)
(21.0)
(48.6)
(0.9)
(4.4)
34.3
66.0
21.4
41.4
1.3
3.9
(39.1)
(112.5)
168.3
15.3
3.3
4.3
0.1
2.3
6.2
31.5
total
assets
total
lIaBIlItIes
InCome tax
exPense
CaPItal
exPenDIture
PaID
DePreCIatIon &
amortIzatIon
otHer
non-CasH
Items
476.4
1,396.3
385.4
520.2
258.5
281.0
3,317.8
184.8
282.8
147.6
103.4
68.3
1,576.8
2,363.7
2.7
(0.7)
(28.1)
(0.5)
(1.2)
(0.4)
(28.2)
(20.2)
(26.4)
(16.3)
(19.9)
(0.5)
(11.7)
(95.0)
27.3
39.6
18.9
40.3
1.0
4.4
4.8
6.4
2.5
0.2
4.9
3.8
131.5
22.6
the unallocated assets comprise those of headquarter
companies. the unallocated liabilities correspond mainly
to the Group’s financial debt.
6. business combinations
2012 transactions
6.1 ACquISItION OF ReGStAeR llC, RuSSIA
On january 10, 2012, Dufry took control by acquiring 51%
of the shares of Dufry Staer holding Group (DSh) for a
total consideration of ChF 44.7 million. Its main subsidiary,
Regstaer llC, is a travel retailer operating Duty Free
Shops at the Muscovite airport of Sheremetyevo in Russia.
the acquired business complements Dufry’s existing op-
erations by site adding 1,200 square meters in nine duty
free shops across several terminals.
Synergies are expected to be achieved among others when
Dufry integrates the 200 Regstaer employees into its local
organization, introduces its corporate procedures and
integrates the logistics into its global supply chain.
the current period 2012. the non-controlling interests
resulting were measured at the proportionate share of
the identifiable net assets.
these financial statements include the results of Dufry
Staer holding and its subsidiaries as of january, 2012. In
the period (full year) ended December 31, 2012 these op-
erations contributed ChF 51.2 million in turnover and ChF
10.6 million in ebIt to the consolidated income statement
of the Group. the non-controlling interests have been
valued at the proportionate share in the acquiree’s iden-
tifiable net assets.
the acquisition has been accounted for using the acquisi-
tion method. the total transaction costs in relation with
this acquisition amount to ChF 1.0 million, whereof ChF
0.2 million are included in the other operational result of
the resulting goodwill is not amortized, is not deductible
for tax purposes and is subject to annual impairment test-
ing. the fair value of the identifiable assets and liabilities
of the acquired group at the date of acquisition and the
resulting goodwill were determined as follows:
January 10, 2012
Inventories
Other current assets
Property, plant and equipment
Other non current assets
Concession rights
Deferred tax liability
Other liabilities
Identifiable net assets
Dufry’s share in the net assets (51%)
Goodwill
total consideration
Page 89
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
faIr value
In mIllIons of CHf
faIr value
In mIllIons of eur
7.7
2.8
6.4
1.1
64.8
(13.2)
(1.6)
68.0
34.7
10.0
44.7
6.4
2.3
5.3
0.9
53.4
(10.8)
(1.3)
56.2
28.7
8.2
36.9
6.2 ReCONCIlIAtION OF CASh FlOWS uSeD FOR /
FROM buSINeSS COMbINAtIONS, Net OF CASh
2012
In mIllIons of CHf
total
ConsIDeratIon
net CasH
aCquIreD
suBtotal
CHanges In aC-
Counts PayaBle
net CasH
flow
Regstaer, Moscow – Russia
Alliance, San juan – Puerto Rico
Sovenex, Martinique – France
Other
total
(44.7)
0.8
(43.9)
–
–
–
–
–
–
–
–
–
(44.7)
0.8
(43.9)
–
(0.9)
(2.3)
(0.6)
(3.8)
(43.9)
(0.9)
(2.3)
0.6
(47.7)
2011 transactions
6.3 ACquISItION OF INteRbAIReS AND OtheR
COMPANIeS IN ARMeNIA, eCuADOR AND uRuGuAy
On August 4, 2011, continuing with its strategy of investing
in emerging markets, the Group acquired 100% of the
shares and obtained control of several companies in South
America and in Armenia, for a total consideration of ChF
753.9 million (uSD 987.2 million). the main companies
incorporated into the group are:
– Interbaires SA: the exclusive retailer operating duty
free shops at both international airports of buenos Aires
plus the airports of Cordoba, Mendoza and other smaller
destinations in Argentina,
– Navinten SA and blaicor SA: two uruguayan retailers
operating duty free shops at the international airports
of Montevideo and Punta del este respectively,
– ADF Shops CjSC: An Armenian retailer operating ex-
clusively the duty free shops at the international airport
of yerevan,
– ecuador Duty Free SA: A retailer in ecuador operating duty
free shops at the international airport of Guayaquil, and
– International Operation & Services Corp, an uruguayan
distribution platform delivering duty free products to
the above mentioned retailers.
As a result of the acquisition the Group achieved a leading
position in the Duty Free market in South America. the Group
has integrated the new businesses into its existing organiza-
tion and in this way generating considerable synergies.
the acquisitions have been accounted for using the acqui-
sition method. the financial statements of the Group in-
clude the results of all the above mentioned companies as
well as some intermediate holding entities as from the
acquisition date.
Page 90
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
the fair value of the identifiable assets and liabilities of
the acquired companies at the date of acquisition and the
resulting goodwill were determined as follows:
august 4, 2011
In mIllIons of CHf
In mIllIons of usD
ReCOGNIZeD AMOuNtS OF IDeNtIFIAble ASSetS ACquIReD
AND lIAbIlItIeS ASSuMeD
Inventories
Other assets
Property, plant and equipment
Intangible assets, mainly concession rights
Deferred tax liability
Provisions and contingent liabilities
liabilities
Identifiable net assets
Goodwill
total consideration
54.8
47.7
15.6
455.4
(31.0)
(31.5)
(62.6)
448.4
305.5
753.9
71.8
62.4
20.3
596.3
(40.6)
(41.2)
(82.0)
587.0
400.2
987.2
Acquisition related expenses, included in the other opera-
tional result in the consolidated income statement for the
period ended December 31, 2011 amounted to ChF 11.1 mil-
lion (uSD 12.5 million).
In the period ended December 31, 2011 these operations
contributed ChF 171.4 million (uSD 195.6 million) in turn-
over and ChF 34.4 million (uSD 39.2 million) in ebItDA¹
to the consolidated income statement of the Group.
6.4 ACquISItION OF SOveNeX SAS, MARtINIque
On September 14, 2011, the Group acquired through a share
deal 100% of the shares of Sovenex SAS, a retailer operat-
ing the duty free shops at the international airport of
Martinique (France) for a total consideration of ChF 7.0 mil-
lion (euR 6.1 million). As a result of the acquisition, the Group
expects to increase its presence in the French Caribbean
and to improve profitability through economies of scale. the
goodwill will not be deductible for tax purposes.
the acquisition has been accounted for using the acquisi-
tion method. these financial statements include the results
of Sovenex SAS as of September, 2011. the fair value of the
identifiable assets and liabilities of the acquired company
at the date of acquisition and the resulting goodwill were
determined as follows:
sePtemBer 14, 2011
In mIllIons of CHf
In mIllIons of eur
Cash
Contingent consideration
total consideration
ReCOGNIZeD AMOuNtS OF IDeNtIFIAble ASSetS ACquIReD
AND lIAbIlItIeS ASSuMeD
Inventories
Other assets
Property, plant and equipment
Concession rights
Deferred tax liability
Current liabilities
Identifiable net assets
Goodwill
total consideration
6.2
0.8
7.0
0.7
2.6
0.1
6.0
(2.0)
(1.2)
6.2
0.8
7.0
5.4
0.7
6.1
0.6
2.3
0.1
5.2
(1.7)
(1.1)
5.4
0.7
6.1
Page 91
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
Acquisition related expenses, included in the other opera-
tional result in the consolidated income statement for the
period ended December 31, 2011 amounted to ChF 0.2 mil-
lion (euR 0.2 million).
In the period ended December 31, 2011 this operation
contributed ChF 2.8 million (euR 2.3 million) in turnover
and ChF 0.4 million (euR 0.4 million) in ebItDA¹ to the
consolidated income statement of the Group.
If all business combinations of 2011 would have occurred
as of the beginning of such year, the Group would have
generated a turnover of ChF 2,855.8 million and an op-
erative result of ChF 413.0 million in 2011.
6.5 ReCONCIlIAtION OF CASh FlOWS uSeD
FOR/ FROM buSINeSS COMbINAtIONS, Net OF CASh
2011
In mIllIons of CHf
Cost of tHe
aCquIsItIon
net CasH
aCquIreD
suBtotal
CHanges
In aCCounts
PayaBles
Interbaires and other, buenos Aires – Argentina
Sovenex SAS, Martinique – France
Network Italia edicole, Milan – Italy
Alliance, San juan – Puerto Rico
Other
total
(753.9)
(7.0)
–
–
(0.4)
(761.3)
18.9
2.3
–
–
–
21.2
(735.0)
(4.7)
–
–
(0.4)
(740.1)
–
2.2
(4.4)
(0.9)
–
(3.1)
net CasH
flow
(735.0)
(2.5)
(4.4)
(0.9)
(0.4)
(743.2)
2011
656.6
426.7
416.3
236.0
242.9
213.2
180.4
81.7
107.1
2012
831.2
528.6
514.9
235.1
288.1
245.3
210.6
94.9
113.4
3,062.1
2,560.9
2012
2,107.0
955.1
3,062.1
2011
1,690.3
870.6
2,560.9
7. net sales
Net sales by product categories:
In mIllIons of CHf
Perfumes and Cosmetics
Confectionery, Food and Catering
Wine and Spirits
literature and Publications
Watches, jewelry and Accessories
Fashion, leather and baggage
tobacco goods
electronics
toys, Souvenirs and other goods
total
Net sales by market sector:
In mIllIons of CHf
Duty free
Duty paid
total
Page 92
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
Net sales by channel:
In mIllIons of CHf
Airports
Cruise liners and seaports
Railway stations and other
Downtown hotels and resorts
total
8. cost of sales
2012
2,724.8
102.9
155.5
78.9
3,062.1
2011
2,258.2
98.0
118.0
86.7
2,560.9
Cost of sales are recognized when the Company sells a
product and comprise the purchase price and the cost
incurred until the product arrives at the warehouse, i. e.
import duties, transport and third parties handling cost
as well as inventory valuation adjustments and inventory
differences.
9. sellinG expenses
In mIllIons of CHf
Concession fees and rents
Credit card commissions
Advertising and commission expenses
Packaging materials
Other selling expenses
selling expenses
Concession and rental income
Commission income
Commercial services and other selling income
selling income
total
2012
(659.9)
(38.3)
(18.2)
(10.2)
(12.7)
(739.3)
14.3
1.8
29.0
45.1
(694.2)
2011
(558.8)
(31.2)
(13.9)
(8.6)
(10.9)
(623.4)
14.6
2.0
27.1
43.7
(579.7)
10. number of retail shop concessions
Dufry Group operates more than 1,200 retail shops in 43
countries at the reporting date. Dufry has entered into
concession arrangements with operators of airports, sea-
ports, railway stations etc. to operate these retail shops.
the concession fees are usually variable based on sales
level or number of passengers.
the arrangements typically define among other aspects:
– duration
– nature of remuneration
– product categories to be sold
– location of the shops
– normal fee and minimal concession fee
the concession providers grant the right to sell a pre-defined
assortment of products to travelers during the concession
period as defined in the respective arrangements.
they may comprise of one or several shops and are awarded
in a public or private tender or in a negotiated transaction.
11. personnel expenses
In mIllIons of CHf
Salaries and wages
Social security expenses
Retirement benefits (defined contribution plans)
Retirement benefits (defined benefit plans)
Other personnel expenses
total
12. General expenses
In mIllIons of CHf
Repairs, maintenance and utilities
legal, consulting and audit fees
Premises
eDP and It expenses
taxes, other than income taxes
Office and administration
travel, car, entertainment and representation
Franchise fees and commercial services
PR and advertising
bank expenses
Insurances
total
13. depreciation, amortization and impairment
In mIllIons of CHf
Depreciation
Impairment
subtotal (note 19)
Amortization
Impairment
subtotal (note 21)
total
Page 93
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
2012
(358.9)
(69.2)
(3.0)
(2.6)
(41.0)
(474.7)
2012
(40.6)
(40.0)
(25.0)
(19.6)
(18.5)
(17.7)
(17.0)
(13.0)
(9.5)
(6.7)
(6.1)
(213.7)
2012
(62.3)
(2.8)
(65.1)
(103.2)
–
(103.2)
(168.3)
2011
(302.5)
(56.6)
(3.2)
(1.8)
(38.5)
(402.6)
2011
(33.6)
(35.1)
(20.8)
(18.0)
(12.1)
(16.3)
(16.1)
(10.7)
(9.4)
(4.6)
(5.4)
(182.1)
2011
(55.2)
(3.6)
(58.8)
(72.4)
(0.3)
(72.7)
(131.5)
Page 94
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
14. other operational result
Other operational expenses and other operational income
include non-recurring transactions, impairments of finan-
cial assets and changes in provisions.
In mIllIons of CHf
Acquisition–related costs
Consulting fees, expenses related to projects and start-ups
Closing or rebranding of shops; restructuring of operations
Increase of provisions
Impairment of financial assets
losses on sale of non-current assets
Other expenses
subtotal other operational expenses
In mIllIons of CHf
Gain on sale of non-current assets
Recovery of write offs / release of allowances
litigation income
Other income
subtotal other operational income
In mIllIons of CHf
Other operational expenses
Other operational income
other operational result
15. interest
In mIllIons of CHf
Interest expense
Amortization of arrangement fees
Interest on discounted financial liabilities
Other finance expenses
Interest expense on financial liabilities
Interest on non-financial instruments
total interest expense
Interest income on short-term deposits
total interest income
2012
(6.7)
(9.1)
(6.4)
(4.8)
(0.5)
(0.1)
(5.9)
(33.5)
2012
0.1
0.2
1.2
1.9
3.4
2012
(33.5)
3.4
(30.1)
2012
(64.3)
(13.4)
(0.1)
(1.2)
(79.0)
(0.5)
(79.5)
1.3
1.3
2011
(11.3)
(6.3)
(3.2)
(2.2)
(1.2)
(0.3)
(4.6)
(29.1)
2011
1.7
–
–
0.5
2.2
2011
(29.1)
2.2
(26.9)
2011
(42.2)
(6.9)
(0.2)
(5.9)
(55.2)
–
(55.2)
4.1
4.1
16. income taxes
INCOMe tAX ReCOGNIZeD IN the CONSOlIDAteD
INCOMe StAteMeNt
In mIllIons of CHf
Current income taxes
of which corresponding to the current period
of which adjustments recognized in relation to prior years
Deferred income taxes
of which related to the origination or reversal of temporary differences
of which adjustments recognized in relation to prior years
of which adjustments due to change in tax rates
total
In mIllIons of CHf
Consolidated earnings before income tax (ebt)
expected tax rate in %
tax at the expected rate
eFFeCt OF:
Income not subject to income tax
Different tax rates for subsidiaries in other jurisdictions
Different tax regime for sale of subsidiaries
Non deductible expenses
Current year tax loss carry-forwards not recognized
Non recoverable withholding taxes
Adjustments recognized in relation to prior year
Other items
total
Page 95
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
2012
(61.2)
(61.6)
0.4
22.1
23.1
–
(1.0)
(39.1)
2012
197.3
16.2%
(31.9)
8.6
7.7
0.1
(6.5)
(8.9)
(6.7)
0.4
(1.9)
(39.1)
2011
(41.7)
(43.1)
1.4
13.5
13.5
0.3
(0.3)
(28.2)
2011
163.1
17.0%
(27.7)
8.3
6.0
0.2
(8.4)
(0.7)
(6.7)
1.4
(0.6)
(28.2)
the expected tax rate approximates the weighted average
based on the ebt, instead of net sales as in prior year, of
the countries where Dufry is active. In 2012, there have
been no significant changes in the individual tax rates of
the countries where Dufry was active.
the comparative figures for 2011 have been adjusted to
reflect the above mentioned changes accordingly.
CuRReNt tAX ASSetS AND lIAbIlItIeS
In mIllIons of CHf
Income tax receivables
Income tax payables
total
2012
8.3
(10.8)
(2.5)
2011
3.4
(14.2)
(10.8)
Income tax receivables or payables for the current and
prior period are measured at the amount expected to be
recovered from or paid to the tax authorities.
the tax rates and tax laws used to compute the amounts
are those that are enacted at the reporting date.
Page 96
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
DeFeRReD INCOMe tAX ReCOGNIZeD IN OtheR
COMPReheNSIve INCOMe
In mIllIons of CHf
ARISING ON INCOMe AND eXPeNSeS ReCOGNIZeD
IN OtheR COMPReheNSIve INCOMe:
Net gain / (loss) on hedge of net investment
Cash flow hedges
total
INCOMe tAX ReCOGNIZeD DIReCtly IN equIty
In mIllIons of CHf
CuRReNt tAX
Current tax effect on share based payments
subtotal
DeFeRReD tAX
tax effect on share based payments
tax effect on treasury shares
subtotal
total
17. earninGs per share
bASIC
basic earnings per share are calculated by dividing the
net earnings attributable to equity holders of the parent
by the weighted average number of shares outstanding
during the year.
In mIllIons of CHf / quantIty
Net earnings attributable to equity holders of the parent
Weighted average number of ordinary shares outstanding
Basic earnings per share in CHf
2012
(0.8)
(0.1)
(0.9)
2012
–
–
2.1
–
2.1
2.1
2011
9.9
(0.1)
9.8
2011
3.5
3.5
(3.7)
1.5
(2.2)
1.3
2012
122.4
27,447.0
4.46
2011
111.9
26,872.8
4.16
Page 97
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
DIluteD
Diluted earnings per share are calculated by dividing the net
earnings attributable to equity holders of the parent by the
weighted average number of ordinary shares outstanding
during the year plus the weighted average number of ordinary
shares that would be issued on the conversion of all the
dilutive potential ordinary shares into ordinary shares.
In mIllIons of CHf / quantIty
Net earnings attributable to equity holders of the parent
Weighted average number of ordinary shares outstanding adjusted
for the effect of dilution
Diluted earnings per share in CHf
2012
122.4
27,782.0
4.41
2011
111.9
26,872.8
4.16
eARNINGS PeR ShARe ADjuSteD FOR AMORtIZAtION
(CASh ePS)
Dufry is presenting an adjusted ePS, so called Cash ePS,
where the net earnings attributable to equity holders of
the parent are adjusted by the amortization effect gener-
ated by the intangible assets identified during the purchase
price allocations of past acquisitions. With this Cash ePS,
Dufry aims to facilitate the comparison at ePS level with
other companies not having performed such acquisition
activities.
In mIllIons of CHf / quantIty
Net earnings attributable to equity holders of the parent
ADjuSteD FOR:
Dufry’s share of the amortization in respect of acquisitions
Adjusted net earnings
Weighted average number of ordinary shares outstanding
ePs adjusted for amortization (cash ePs) in CHf
WeIGhteD AveRAGe NuMbeR OF ORDINARy ShAReS
In tHousanDs
Outstanding shares
less treasury shares
used for calculation of basic earnings per share
eFFeCt OF DIlutION:
Share options
used for calculation of earnings per share adjusted
for the effect of dilution
For movements in shares see note 29.2 equity, 30.1 Share-
based payment and 30.2 treasury shares.
2012
122.4
82.8
205.2
27,447.0
7.48
2012
27,573.2
(126.2)
27,447.0
335.0
27,782.0
2011
111.9
57.3
169.2
26,872.8
6.30
2011
26,976.2
(103.4)
26,872.8
–
26,872.8
Page 98
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
18. components of other comprehensive income
2012
In mIllIons of CHf
exchange differences on translating
foreign operations
Net gain / (loss) on hedge of net investment
in foreign operations
Income tax effect
subtotal
Changes in the fair value of interest rate swaps
held as cash flow hedges
Income tax effect
subtotal
other comprehensive income (loss)
attrIButaBle to equIty HolDers of tHe Parent
Hedging & re-
valuation reserves
translation
reserves
non-
ControllIng
Interests
total
total
equIty
–
–
–
–
1.0
(0.1)
0.9
0.9
(28.8)
(28.8)
(2.3)
(31.1)
6.3
(0.8)
5.5
–
–
–
(23.3)
6.3
(0.8)
5.5
1.0
(0.1)
0.9
(22.4)
–
–
–
–
–
–
6.3
(0.8)
5.5
1.0
(0.1)
0.9
(2.3)
(24.7)
2011
In mIllIons of CHf
attrIButaBle to equIty HolDers of tHe Parent
Hedging & re-
valuation reserves
translation
reserves
non-
ControllIng
Interests
total
total
equIty
exchange differences on translating
foreign operations
Net gain / (loss) on hedge of net investment
in foreign operations
Income tax effect
subtotal
Changes in the fair value of interest rate swaps
held as cash flow hedges
Income tax effect
subtotal
other comprehensive income (loss)
–
–
–
–
1.1
(0.1)
1.0
1.0
95.2
95.2
3.0
98.2
(82.7)
9.9
(72.8)
–
–
–
22.4
(82.7)
9.9
(72.8)
1.1
(0.1)
1.0
23.4
–
–
–
–
–
–
3.0
(82.7)
9.9
(72.8)
1.1
(0.1)
1.0
26.4
Page 99
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
19. property, plant and equipment
2012
In mIllIons of CHf
leaseHolD
ImProvements
furnIture
fIxture
ComPuter
HarDware
veHICles
work In
Progress
At COSt
balance at january 1, 2012
business combinations (note 6)
Additions (note 20)
Disposals
Reclassification within classes
Reclassification to intangible assets
Currency translation adjustment
Balance at December 31, 2012
ACCuMulAteD DePReCIAtION
balance at january 1, 2012
Additions (note 13)
Disposals
Currency translation adjustment
233.6
5.3
17.0
(8.0)
24.6
(0.4)
(5.0)
267.1
(101.8)
(31.4)
5.8
1.1
172.7
0.5
9.3
(7.5)
18.2
–
(5.7)
187.5
(101.3)
(23.9)
7.0
3.9
Balance at December 31, 2012
(126.3)
(114.3)
IMPAIRMeNt
balance at january 1, 2012
Impairment (note 13)
Disposals
Currency translation adjustments
Balance at December 31, 2012
(3.0)
(2.0)
1.5
–
(3.5)
(1.2)
(1.2)
0.3
0.3
(1.8)
51.4
0.4
5.5
(1.4)
0.4
–
(1.1)
55.2
(34.9)
(6.2)
1.4
0.7
(39.0)
(0.6)
–
–
–
(0.6)
7.4
0.2
0.9
(0.5)
0.1
–
(0.2)
7.9
(5.1)
(0.8)
0.5
–
(5.4)
–
–
–
–
–
29.3
–
47.3
(0.1)
(43.3)
–
(0.2)
33.0
–
–
–
–
–
(0.4)
0.4
–
–
–
2011
In mIllIons of CHf
leaseHolD
ImProvements
furnIture
fIxture
ComPuter
HarDware
veHICles
work In
Progress
At COSt
balance at january 1, 2011
business combinations (note 6)
Additions (note 20)
Disposals
Reclassification within classes
Reclassification to intangible assets
Currency translation adjustment
205.2
6.6
17.6
(7.7)
11.5
–
0.4
156.9
0.8
12.4
(6.1)
8.1
–
0.6
Balance at December 31, 2011
233.6
172.7
ACCuMulAteD DePReCIAtION
balance at january 1, 2011
Additions (note 13)
Disposals
Currency translation adjustment
(83.7)
(25.3)
7.2
–
(83.5)
(23.0)
5.5
(0.3)
Balance at December 31, 2011
(101.8)
(101.3)
IMPAIRMeNt
balance at january 1, 2011
Impairment (note 13)
Currency translation adjustment
Balance at December 31, 2011
CARRyING AMOuNt:
at December 31, 2012
at December 31, 2011
(1.1)
(2.0)
0.1
(3.0)
137.3
128.8
(0.1)
(0.8)
(0.3)
(1.2)
71.4
70.2
43.4
0.8
6.8
(0.5)
0.6
–
0.3
51.4
(29.3)
(6.0)
0.4
–
(34.9)
(0.2)
(0.4)
–
(0.6)
15.6
15.9
7.0
0.1
0.9
(0.6)
–
–
–
7.4
(4.7)
(0.9)
0.6
(0.1)
(5.1)
–
–
–
–
2.5
2.3
16.0
7.2
25.5
(0.4)
(20.2)
(0.1)
1.3
29.3
–
–
–
–
–
–
(0.4)
–
(0.4)
33.0
28.9
total
494.4
6.4
80.0
(17.5)
–
(0.4)
(12.2)
550.7
(243.1)
(62.3)
14.7
5.7
(285.0)
(5.2)
(2.8)
1.8
0.3
(5.9)
total
428.5
15.5
63.2
(15.3)
–
(0.1)
2.6
494.4
(201.2)
(55.2)
13.7
(0.4)
(243.1)
(1.4)
(3.6)
(0.2)
(5.2)
259.8
246.1
Page 100
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
19.1 IMPAIRMeNt OF PROPeRty, PlANt AND equIPMeNt
the impairment loss in 2012 relates mainly to certain shops
in Italy (ChF 1.1 million) and uSA (ChF 1.3 million), the
impairment loss in 2011 relates mainly to certain shops in
europe (ChF 1.3 million) and uSA (ChF 1.7 million).
20. cash flow used for purchase of property,
plant and equipment
In mIllIons of CHf
Payables for capital expenditure at the beginning of the period
business combinations (note 6)
Additions of property, plant and equipment (note 19)
Payables for capital expenditure at the end of the period
Currency translation adjustment
total Cash flow
2012
(15.0)
–
(80.0)
10.8
0.3
(83.9)
2011
(14.0)
(2.9)
(63.2)
15.0
0.1
(65.0)
21. intanGible assets
2012
ConCessIon rIgHts
In mIllIons of CHf
Indefinite lives
finite lives
BranDs
gooDwIll
otHer
total
At COSt
balance at january 1, 2012
business combinations (note 6)
Additions (note 22)
Disposals
Reclassifications from property,
plant and equipment
Currency translation adjustment
Balance at December 31, 2012
ACCuMulAteD AMORtIZAtION
balance at january 1, 2012
Additions (note 13)
Currency translation adjustment
Balance at December 31, 2012
IMPAIRMeNt
balance at january 1, 2012
Disposals
Currency translation adjustment
Balance at December 31, 2012
61.2
1,337.2
158.9
–
–
–
–
(0.8)
60.4
–
–
–
–
–
–
–
–
64.8
7.0
–
(0.1)
(32.4)
1,376.5
(234.6)
(90.6)
6.7
(318.5)
(0.4)
–
0.1
(0.3)
–
–
–
–
(0.1)
158.8
–
–
–
–
–
–
–
–
715.3
10.0
–
(0.8)
–
(17.1)
707.4
–
–
–
–
(0.8)
0.8
–
–
81.5
–
19.2
(0.1)
0.5
(1.5)
99.6
(39.7)
(12.6)
1.0
(51.3)
–
–
–
–
2,354.1
74.8
26.2
(0.9)
0.4
(51.9)
2,402.7
(274.3)
(103.2)
7.7
(369.8)
(1.2)
0.8
0.1
(0.3)
2011
In mIllIons of CHf
At COSt
balance at january 1, 2011
business combinations (note 6)
Additions (note 22)
Disposals
Reclassification
Currency translation adjustment
Balance at December 31, 2011
ACCuMulAteD AMORtIZAtION
balance at january 1, 2011
Additions (note 13)
Disposals
Currency translation adjustment
Balance at December 31, 2011
IMPAIRMeNt
balance at january 1, 2011
Additions (note 13)
Disposals
Currency translation adjustment
Balance at December 31, 2011
CARRyING AMOuNt:
at December 31, 2012
at December 31, 2011
Page 101
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
ConCessIon rIgHts
Indefinite lives
finite lives
BranDs
gooDwIll
otHer
total
62.5
–
–
–
–
(1.3)
61.2
–
–
–
–
–
–
–
–
–
–
769.2
460.7
1.2
(0.8)
–
106.9
1,337.2
(168.4)
(61.5)
0.3
(5.0)
(234.6)
(0.3)
–
–
(0.1)
(0.4)
158.9
–
–
–
–
–
158.9
–
–
–
–
–
–
–
–
–
–
338.5
306.3
–
–
–
70.5
715.3
–
–
–
–
–
(0.8)
–
–
–
(0.8)
60.4
61.2
1,057.7
1,102.2
158.8
158.9
707.4
714.5
58.1
0.7
22.7
(1.3)
0.1
1.2
81.5
(29.1)
(10.9)
1.0
(0.7)
(39.7)
–
(0.3)
0.2
0.1
–
48.3
41.8
1,387.2
767.7
23.9
(2.1)
0.1
177.3
2,354.1
(197.5)
(72.4)
1.3
(5.7)
(274.3)
(1.1)
(0.3)
0.2
–
(1.2)
2,032.6
2,078.6
ADDItIONS thROuGh buSINeSS COMbINAtIONS
In mIllIons of CHf
31.12. 2012
31.12.2011
31.12. 2012
31.12.2011
gooDwIll
ConCessIon rIgHts
Regstaer, Moscow – Russia (note 6.1)
Interbaires and other, buenos Aires – Argentina (note 6.3)
Sovenex, Martinique – France (note 6.4)
total
10.0
–
–
10.0
–
305.5
0.8
306.3
64.8
–
–
64.8
–
454.7
6.0
460.7
Page 102
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
21.1 IMPAIRMeNt teSt
Concession rights with indefinite useful lives, as well
as brands and goodwill are subject to impairment test-
ing each year. Concession rights with finite useful lives
are tested for impairment whenever events or circum-
stances indicate that the carrying amount may not be
recoverable.
21.1.1 Impairment test of goodwill
For the purpose of impairment testing, goodwill recognized
from business combinations has been allocated to the
following cash generating units (CGu’s). these groups also
reflect the reportable segments that are expected to ben-
efit from the synergies of the business combinations:
In mIllIons of CHf
eMeA & Asia
America I
America II
united States & Canada
total carrying amount of goodwill
31.12. 2012
31.12.2011
99.6
394.1
138.3
75.4
707.4
64.9
431.4
141.9
76.3
714.5
the recoverable amounts of goodwill for each of the above
group of CGu’s have been determined based on value-
in-use calculations. Such calculations are based on busi-
ness plans approved by senior management and use cash
flow projections covering a five-year period as well as a
discount rate, which represents the weighted average
cost of capital (WACC) adjusted for regional specific risks.
Cash flows beyond that five-year period have been ex-
trapolated using a steady growth rate that does not exceed
the long-term average growth rate for the respective
markets in which these CGu’s operate. the discounted
cash flow model uses net sales as a basis to determine
the free cash flow and the value assigned. Net sales pro-
jections are based on actual net sales achieved in the year
2012 and latest estimations for the projected years. the
intersegment results of the global distribution centers
have been assigned/allocated to the respective geograph-
ical segments.
gooDwIll
europe
Africa
eurasia
eMeA & Asia
America I
America II
united States & Canada
Post tax DIsCount rates
Pre-tax DIsCount rates
growtH rates for net sales
2012
2011
2012
2011
2012
2011
–
–
–
7.17%
8.38%
7.67%
5.45%
6.30%
8.10%
6.22%
–
7.21%
7.60%
5.03%
–
–
–
7.82%
9.40%
9.22%
6.89%
8.48%
9.15%
6.78%
–
8.21%
9.12%
6.83%
–
–
–
1.9–9.6%
3.8–9.4%
2.0–18.8%
2.6–13.1%
4.5–9.3%
6.0–11.7%
8.0–22.0%
–
4.5–12 %
5.2–38.1 %
2.4–10.9 %
As basis for the calculation of these discount rates, the
following risk free interest rates have been used (derived
from prime 10-year bonds rates): ChF 1.23%, euR 2.32%,
uSD 2.32% (2011: ChF 0.73%, euR 1.87%, uSD 1.97%).
Page 103
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
For the calculation of the discount rates and WACC (weighted
average cost of capital), the company used the following
relevered beta:
beta factor
2012
0.64
2011
0.84
Sensitivity to changes in assumptions
Management believes that any reasonably possible
change in the key assumptions, on which the recoverable
amounts are based, would not cause the respective car-
rying amount to exceed its recoverable amount, except
for Region America I where the actual recoverable amount
exceeds its carrying amount by ChF 256.9, but where a
reduction of the gross margin by 1% would lead to an im-
pairment of ChF 5.4 million. the key assumptions used for
the determination of the value-in-use are the same as the
ones described below for concession rights.
21.1.2 Impairment test of concession rights with
indefinite useful lives
Concession rights are tested for impairment purposes at
company level, which represents the cash generating unit.
For presentation purposes the CGu’s are grouped into
business units. A business unit is a part of Dufry’s busi-
ness segments. the following table illustrates the existing
business units with concessions rights with indefinite
useful life:
In mIllIons of CHf
Italy
Middle east and India
total carrying amount of concession rights
31.12. 2012
31.12.2011
48.4
12.0
60.4
48.8
12.4
61.2
the recoverable amounts for each of the CGu’s have been
determined based on value-in-use calculations. Such
calculations are based on business plans approved by
senior management and use cash flow projections cover-
ing a five-year period as well as a discount rate, which
represents the weighted average cost of capital (WACC)
adjusted for local specific risks.
Cash flows beyond that five-year period have been ex-
trapolated using a steady growth rate that does not exceed
the long-term average growth rate for the respective mar-
kets in which these CGu’s operate. the discounted cash
flow model uses net sales as a basis to determine the free
cash flow and subsequently the value assigned. Net sales
projections are based on actual net sales achieved in year
2012 and latest estimations for the years thereafter.
the key assumptions used for determining the recoverable
amounts for these business units are:
ConCessIon rIgHts
2012
2011
2012
2011
2012
2011
Post tax DIsCount rates
Pre-tax DIsCount rates 1
growtH rates for net sales
Italy
Middle east and India
7.56%
6.39%
6.19%
6.09%
8.85%
6.39%
7.40%
6.09%
3.0–5.2%
3.0–5.3%
1.9–5.9%
8.9–9.7%
1 based on the country in which the concession is located
Discount rates
Several factors affect the discount rates:
– For the financial debt part, the rate is based on the aver-
age yield of the past 5 years of the respective ten-year
government bond and is increased by the company’s
effective bank margin and adjusted by the effective
blended tax rate of the respective CGu.
– For the equity part, a 5% equity risk premium is added
to the base rate commented above and adjusted by the
beta of Dufry’s peer group.
the same methodology is used by management to deter-
mine the discount rate used in discounted cash flow (DCF)
valuations, which are a key instrument to assess business
potential of new or additional investment proposals.
the Group has used a growth rate of 2% to extrapolate the
cash flow projections beyond the period covered by the
most recent forecasts.
21.1.4 Brands
the brand name Dufry is not allocated to any specific
CGu for impairment testing purpose, but to a group of
CGu’s. the brand name hudson is allocated only to the
CGu’s of hudson. Management believes that the syner-
gies from the brands reflecting the economic reality are
in accordance with these two groupings.
the recoverable amount is determined based on the Relief
from the Royalty method that considers a steady royalty
stream of 0.3% post tax of the net sales projected of Dufry
(without hudson) and a steady royalty stream of 0.9% post
tax of the net sales projected of hudson. the net sales
projections cover a period of five years (2013–2017) with
year on year growth rates between 2.9% and 12.6% (2011:
4.7%–21.0%) (budget). these growth rates do not exceed
the long-term average growth rate for Dufry Group. the
discount rate of 5.9% (2011: 5.0%) represents the weighted
average cost of capital (WACC) at Group level. the recov-
erable amount exceeds the carrying amount by ChF
265.7 million (2011: ChF 221.6 million).
Page 104
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
Sensitivity to changes in assumptions
the actual recoverable amount for the CGu subject to
impairment testing exceeds its carrying amount by ChF
509.7 million (2011: ChF 434.0 million). With regard to the
assessment of value-in-use of the CGu, management
believes that no reasonably possible change in any of the
above key assumptions would cause the carrying value
of the concession rights to materially exceed its recover-
able amount.
21.1.3 key assumptions used for value-in-use
calculations
the calculation of value-in-use is most sensitive to the
following assumptions:
– Sales growth
– Gross margin and suppliers prices
– Concession fee levels
– Discount rates
– Growth rate used to extrapolate
Sales growth
Sales growth is estimated based on several factors. First
Management takes into consideration statistics published
by external experts, such as Air4cast or ACI (Airports
Council International) to estimate the development of in-
ternational passenger traffic per airport or country where
Dufry is active. Management also takes into consideration
specific price inflation factors of the country, cross cur-
rency effect and the expected potential to capture clients
(penetration) per business segment.
Gross margins
the expected gross margins are based on average prod-
uct assortment values estimated by the management for
the budget 2013. these values are maintained over the
planning period or where specific actions are planned,
these values have been increased or decreased by up to
1% over the 5 year planning horizon compared to the
historical data. the gross margin is also affected by sup-
plier’s prices. estimates are obtained from global nego-
tiations held with the main suppliers for the products and
countries for which products are sourced, as well as data
relating to specific commodities during the months before
the reporting date.
Concession fee levels
these assumptions are important because, as well as
using specific economic sector data for growth rates (as
noted below), management assesses how the position of
the CGu, relative to its competitors, might change over
the projected period. For the CGu’s subject to a value-
in-use calculation, management expects the competitive
position to remain stable over the budget period.
22. cash flows used for purchase
of intanGible assets
In mIllIons of CHf
Payables for capital expenditure at january 1
Additions of intangible assets (note 21)
Payables for capital expenditure at December 31
Currency translation adjustment
total Cash flow
Page 105
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
2012
(6.9)
(26.2)
4.4
0.1
(28.6)
2011
(12.8)
(23.9)
6.9
(0.2)
(30.0)
23. deferred tax assets and liabilities
temporary differences arise from the following positions:
In mIllIons of CHf
31.12. 2012
31.12.2011
DeFeRReD tAX ASSetS
Property, plant and equipment
Intangible assets
Provisions and other payables
tax loss carry-forward
Other
total
DeFeRReD tAX lIAbIlItIeS
Property, plant and equipment
Intangible assets
Provisions and other payables
Other
total
Deferred tax liabilities net
there are no temporary differences associated with invest-
ments in subsidiaries, for which deferred tax liabilities need
to be recognized.
Deferred tax balances are presented in the consolidated
statement of financial position as follows:
8.1
76.4
30.3
34.7
18.1
167.6
(5.4)
(165.3)
(3.2)
(5.7)
(179.6)
(12.0)
8.5
79.0
19.9
38.6
16.3
162.3
(1.3)
(160.7)
(16.6)
(5.7)
(184.3)
(22.0)
In mIllIons of CHf
31.12. 2012
31.12.2011
Deferred tax assets
Deferred tax liabilities
Balance at the end of the period
153.0
(165.0)
(12.0)
146.5
(168.5)
(22.0)
Page 106
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
Reconciliation of movements to the deferred taxes:
In mIllIons of CHf
31.12. 2012
31.12.2011
Changes in deferred tax assets
Changes in deferred tax liabilities
business combinations (notes 6.1 – 6.3 – 6.4)
Currency translation adjustment
Deferred tax income (expense) at the end of the period
6.5
3.5
13.2
(1.1)
22.1
8.7
(22.2)
33.1
(6.1)
13.5
tax loss carry-forwards
Certain subsidiaries incurred tax losses, which according
to the local tax legislation gives rise to a tax credit usable in
future tax periods. however, the use of this tax benefit can
be limited in time (expiration) and by the ability of the respec-
tive subsidiary to generate enough taxable profits in future.
Deferred tax assets relating to tax loss carry-forwards or
temporary differences are recognized when it is probable
that such tax credits can be utilized in the future in ac-
cordance with the budget 2013 approved by the board of
Directors and the projections prepared by management
for these entities.
the unrecognized tax loss carry-forwards by expiry date
are as follows:
In mIllIons of CHf
31.12. 2012
31.12. 2011
expiring within 1 to 3 years
expiring within 4 to 7 years
expiring after 7 years
With no expiration limit
total
24. other non-current assets
3.4
41.8
95.2
15.2
155.6
4.0
42.6
82.3
15.0
143.9
In mIllIons of CHf
31.12. 2012
31.12. 2011
Guarantee deposits
loans and contractual receivables
Other
subtotal
Allowances
total
Other non-current assets have maturities exceeding
12 months from initial recognition.
14.0
15.9
8.8
38.7
(1.8)
36.9
12.9
18.3
8.5
39.7
(1.9)
37.8
MOveMeNt IN AllOWANCeS:
In mIllIons of CHf
balance at the beginning of the period
Creation
utilization
unused amounts reversed
Currency translation adjustment
Balance at the end of the period
25. inventories
In mIllIons of CHf
Purchased inventories at cost
Inventory allowances 1
total
1 the inventory impaired has a book value of ChF 23.4 million (2011: ChF 24.6 million)
CASh FlOW uSeD FOR INCReASe/FROM DeCReASe
IN INveNtORIeS:
In mIllIons of CHf
balance at the beginning of the period
balance at the end of the period
gross change
business combinations
Impairments and other non-cash transactions
Currency translation adjustment
Cash flow – (Increase) /decrease in inventories
Cost of sales includes inventories written down to net re-
alizable value and inventory differences of ChF 15.6 million
(2011: ChF 17.9 million).
Page 107
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
2012
(1.9)
(0.1)
0.1
0.1
–
(1.8)
2011
(2.0)
–
–
0.1
–
(1.9)
31.12. 2012
31.12.2011
441.5
(20.4)
421.1
2012
453.8
441.5
12.3
7.7
(4.2)
(13.2)
2.6
453.8
(21.8)
432.0
2011
314.9
453.8
(138.9)
55.5
(8.0)
21.5
(69.9)
Page 108
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
26. trade and credit card receivables
In mIllIons of CHf
trade receivables
Credit card receivables
gross
Allowances
net
trade receivables and credit card receivables are stated at
their nominal value less allowances for doubtful amounts.
these allowances are established based on an individual
evaluation when collection appears to be no longer probable.
AGING ANAlySIS OF tRADe ReCeIvAbleS
31.12. 2012
31.12. 2011
15.3
45.1
60.4
(0.9)
59.5
23.7
24.1
47.8
(0.8)
47.0
In mIllIons of CHf
31.12. 2012
31.12. 2011
Not due
OveRDue:
up to 30 days
31 to 60 days
61 to 90 days
More than 90 days
total overdue
trade receivables, gross
MOveMeNt IN AllOWANCeS
In mIllIons of CHf
balance at the beginning of the period
Creation
Balance at the end of the period
9.6
1.9
0.3
2.6
0.9
5.7
15.3
2012
(0.8)
(0.1)
(0.9)
12.8
5.8
1.7
1.6
1.8
10.9
23.7
2011
(0.4)
(0.4)
(0.8)
27. other accounts receivable
In mIllIons of CHf
31.12. 2012
31.12. 2011
Page 109
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
35.9
33.3
16.2
12.4
8.0
6.9
1.5
1.3
0.5
0.2
10.5
126.7
(6.3)
120.4
2012
(3.9)
(2.5)
0.1
0.1
0.1
(6.3)
41.7
30.8
14.5
13.4
13.3
1.7
1.9
1.1
0.4
0.2
12.2
131.2
(3.9)
127.3
2011
(1.6)
(2.0)
–
(0.4)
0.1
(3.9)
Sales tax and other tax credits
Receivables for refund from suppliers
Receivables from subtenants and local business partners
Prepayments
Accrued concession fees and rental income
Guarantee deposits
Personnel receivables
Accrued income
Derivative financial assets 1
loans receivable
Other
total
Allowances
total
1 See note 38 Financial instruments
MOveMeNt IN AllOWANCeS
In mIllIons of CHf
balance at the beginning of the period
Creation
Release
utilized
Currency translation adjustment
Balance at the end of the period
28. cash and cash equivalents
Cash and cash equivalents consist of cash on hand and
banks as well as short-term deposits at banks with maturity
of 90 days or less.
Cash and cash equivalents at the end of the reporting period
include ChF 20.8 million (2011: ChF 6.1 million) held by
subsidiaries operating in countries with exchange controls
or other legal restrictions on money transfer.
Page 110
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
29. equity
29.1 ISSueD CAPItAl
In mIllIons of CHf
Share capital
Share premium
total
29.1.1 fully paid ordinary shares
31.12. 2012
31.12. 2011
148.4
1,207.0
1,355.4
134.9
934.5
1,069.4
In mIllIons of CHf
numBer of sHares
sHare CaPItal
sHare PremIum
balance at january 1, 2011
Release of accrued share issuance costs
Reclassification to reserves
balance at December 31, 2011
Issue of shares
Balance at December 31, 2012
26,976,203
–
–
26,976,203
2,697,620
29,673,823
134.9
–
–
134.9
13.5
148.4
934.2
2.6
(2.3)
934.5
272.5
1,207.0
29.2 AuthORIZeD AND CONDItIONAl ShARe CAPItAl
autHorIzeD sHare CaPItal
numBer of sHares
In tHousanDs of CHf
balance at january 1, 2011
balance at December 31, 2011
Increase of authorized share capital
utilized October 11, 2012
Balance at December 31, 2012
–
–
5,395,241
(2,697,620)
2,697,621
–
–
26,976
(13,488)
13,488
ConDItIonal sHare CaPItal
numBer of sHares
In tHousanDs of CHf
balance at january 1, 2011
balance at December 31, 2011
Increase of conditional share capital
Balance at December 31, 2012
567,296
567,296
2,130,324
2,697,620
2,836
2,836
10,652
13,488
Share capital increase
On October 11, 2012, Dufry AG utilized part of its authorized
share capital and placed 2,697,620 new registered shares
representing 9.99% of the total shares. After this share
issuance, the share capital of the company amounts to ChF
148,369,115. using an accelerated book building procedure
the company offered the new shares as a private placement
in Switzerland and to certain qualifying institutional inves-
tors outside of Switzerland. Dufry received for this offering
a price of ChF 109 per share, resulting in gross proceeds
of ChF 294 million, which are planned to be used to finance
the acquisition of the Folli Follie travel Retail operations
(see note 39). the trading of the offered shares on the SIX
Swiss exchange commenced on October 15, 2012. the share
issuance costs related with this transaction amount to ChF
8.0 million and have been presented in equity.
Page 111
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
29.3 ReSeRveS
29.3.1 Hedging and revaluation reserves
In mIllIons of CHf
31.12. 2012
31.12. 2011
balance at the beginning of the year
Gain / (loss) arising on changes in fair value of financial instruments:
– Interest rate swaps entered for as cash flow hedges
Related income tax
Balance at the end of the year
there were no gains or losses arising on changes in fair
value of hedging instruments reclassified from equity into
consolidated income statement during the year.
29.3.2 translation reserves
In mIllIons of CHf
balance at the beginning of the year
exchange differences arising on translating the foreign operations
(attributed to equity holders of parent)
Net gain/(loss) on hedge of net investments in foreign operations
(note 32)
Income tax related to net gains/(losses) on hedge of net investments
in foreign operations
Balance at the end of the year
exchange differences arising from the translation of the
results and net assets of the Group’s foreign operations
from their functional currencies to the Group’s presen-
tation currency (i.e. ChF) are recognized directly in other
comprehensive income and accumulated in the translation
reserves. exchange differences previously accumulated
in the translation reserves (in respect of translating the
net assets of foreign operations) are reclassified to the
consolidated income statement on the disposal of the
foreign operation.
(0.9)
1.0
(0.1)
–
31.12. 2012
(176.6)
(28.8)
6.3
(0.8)
(199.9)
(1.9)
1.1
(0.1)
(0.9)
31.12.2011
(199.0)
95.2
(82.7)
9.9
(176.6)
Foreign exchange gains and losses on financing instru-
ments that are designated as hedging instruments for
net investments in foreign operations are included in the
translation reserves.
Page 112
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
29.3.3 retained earnings
In mIllIons of CHf
31.12. 2012
31.12. 2011
balance at the beginning of the year
Net earnings attributable to equity holders of the parent
Distribution of treasury shares
Share-based payments
tax effect on equity transactions
Reclassification from share premium
Balance at the end of the year
On May 2, 2012, the Ordinary General Assembly has approved
not to distribute dividends for 2012 (same as for 2011).
(8.4)
122.4
–
8.8
2.1
–
124.9
(105.8)
111.9
(27.7)
9.6
1.3
2.3
(8.4)
30 share-based payments
ReStRICteD StOCK uNIt PlAN (RSu)
Dufry has implemented specific restricted stock unit
(“RSu”) plans for certain members of the Group manage-
ment. these RSu Awards are from economic point of view
stock options with an exercise price of nil. each RSu
represents the right to receive one share if the vesting
conditions are met.
two years. the expected volatility reflects assumptions,
that the historical volatility is indicative of future trends,
which may also not necessarily be the actual outcome.
there are no cash settlement alternatives. In 2012, the
accrued cost based on a fair value of ChF 55.11 per RSu
(2011: ChF 55.11 per RSu) is ChF 8.8 million (2011: ChF
9.6 million) and has been recorded in the consolidated
income statement against a reserve in equity.
30.1 RSu PlANS OF DuFRy AG
30.2 tReASuRy ShAReS
At the beginning of 2012 Dufry hold 108,116 treasury shares
with a book value of ChF 13.5 million (2011: 289,059 shares
at ChF 28.7 million). During the period the Company did
not distribute shares to RSu holders (in 2011: 281,362
shares with a value of ChF 27.7 million) and purchased
230,000 shares to ChF 28.1 million (2011: 100,419 to ChF
12.5 million). At the end of the year Dufry hold 338,116
treasury shares with a book value of ChF 41.6 million.
treasury shares are kept at historical cost.
At inception 86 participants of Dufry’s RSu award 2011
have been granted the right to receive on january 1, 2013,
free of charge, 349,200 RSu’s on aggregate, based on the
market value of the Company’s shares on the Swiss Stock
exchange (SIX) on December 14, 2011 (i.e. ChF 85.65 per
share) (“the RSu Awards 2011”). the RSu Awards 2011
contain two vesting conditions to be met:
a) the participants must be employed by the Company
from january 1, 2011 until january 1, 2013 and
b) the average price of the Company’s shares on the SIX
for the ten previous trading days to january 1, 2013
must be 1% higher than at grant date. All restrictions
on the RSu award 2011 lapsed on january 1, 2013, and
334.953 RSu awards were converted into shares of the
Company and given to 83 RSu plan participants free
of restrictions. thereafter, no other obligations in rela-
tion with the RSu award 2011 or any preceding awards
remained unsettled.
the fair value of the RSu Awards 2011 has been estimated
at the grant date using a binominal pricing model, taking
into account the terms and conditions (risk free interest
rate of 0.7% and a volatility of 42%) upon which the awards
were granted. the contractual life of the awards 2011 is
Page 113
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
2012
33.3
–
6.7
0.7
40.7
2011
–
0.7
1.7
(0.4)
2.0
31 breakdown of transactions with
non-controllinG interests
31.1 ChANGeS IN PARtICIPAtIONS OF
NON-CONtROllING INteReStS
Recognized in equity attributable to non-controlling interests:
In mIllIons of CHf
Regstaer llC,
49% non-controlling interests (note 6), business combination
Shanghai huaihai Dufry trading Co. ltd,
50% non-controlling interests, founded
hudson Group,
increase in the non-controlling interests of several subsidiaries
Other
total
31.2 equIty ReSeRve FOR tRANSACtIONS WIth
NON-CONtROllING INteReStS
In 2012 and 2011 there have been no transactions with share-
holders of non-controlling interests affecting equity reserve.
32 financial debt
In mIllIons of CHf
31.12. 2012
31.12.2011
bank debt (overdrafts)
bank debt (loans)
3rd party loans
financial debt, short-term
bank debt (loans)
Senior Notes
3rd party loans
financial debt, long-term
total
of which are:
bank debt
Senior Notes
loans payable
25.3
11.5
3.1
39.9
894.4
447.4
3.6
1,345.4
1,385.3
931.2
447.4
6.7
23.4
5.1
2.1
30.6
1,525.5
–
4.3
1,529.8
1,560.4
1,554.0
–
6.4
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Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
bANK Debt
In mIllIons of CHf
bANK Debt (lOANS AND OveRDRAFtS) DeNOMINAteD IN:
uS Dollar
Swiss Franc
euro
Other currencies
subtotal
Deferred bank arrangement fees
total
the Group negotiates and manages centrally its key credit
facilities. For practical reasons, minor credit lines are kept
at local level.
CReDIt FACIlItIeS
the main bank credit facilities are granted by two bank
syndicates with the london branch of ING N.v. acting as
agent for both bank syndicates. the facilities consist of:
– A term loan of uSD 1,000.0 million (ChF 914.6, 2011: 938.7)
includes an amortization schedule with repayments
scheduled between August 2014 and August 2016
– A committed 5-year revolving credit facility (RCF) of ChF
650 million which replaced the expiring RCF of ChF
415 million. the new facility allows extending the maturity
profile of the financial indebtedness
the agreements contain covenants and conditions custom-
ary to this type of financing. During 2012 and 2011, Dufry
complied with the financial covenants and conditions con-
tained in the bank credit agreements.
31.12. 2012
31.12. 2011
921.6
0.7
5.6
19.3
947.2
(16.0)
931.2
1,475.6
30.4
56.7
12.2
1,574.9
(20.9)
1,554.0
the borrowings under these credit facilities bear interest
at a floating rate (euRIbOR or lIbOR) plus spread. At De-
cember 31, 2012 the overall weighted average interest rate
was 3.2% (2011: 2.5%), consisting of uSD borrowings at
3.2% (2011: 2.5%), euR borrowings at 3.4% (2011: 3.2%)
and ChF borrowings at 2.2% (2011: 1.9%).
In addition the operations of Duty Free Caribbean ltd,
emeralds Distributors ltd, young Caribbean jewelers
Distributors ltd and CeI barbados ltd maintain credit
facilities from the First Caribbean International bank for
an amount of uSD 22.6 million (ChF 20.7 million) (2011:
uSD 23.3 million or ChF 20.9 million) which are guaranteed
with the assets of the subsidiaries mentioned above.
SeNIOR NOteS
32.1 heDGe OF Net INveStMeNtS IN
FOReIGN OPeRAtIONS
On October 26, 2012, Dufry placed ChF 466.1 million (uSD
500 million) Senior Notes denominated in uSD with a
maturity up to October 2020 with qualified institutional
investors in Switzerland and abroad. the Senior Notes
are listed at the ISe, Ireland’s stock exchange. the Senior
Notes carry a coupon of 5.5% per year which will be
payable semi-annually in arrears. Dufry used the pro-
ceeds to replace bank loans expiring in August 2013.
At December 31, 2012 an amount of uSD 947.2 million
(December 31, 2011: uSD 707.3 million) included in the
financial debt has been kept as hedge of net investment
held in Dufry do brasil, Interbaires SA, Navinten SA,
blaicor SA, International Operation & Services Corp. and
Duty Free ecuador SA in accordance with IAS 39, para-
graph 102.
Page 115
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
With these instruments, the Group reduces the transla-
tion risk. At December 31, 2012, a net gain on hedge of
net investments in foreign operations resulted in the
amount of ChF 6.3 million (2011: loss of ChF 82.7 million)
to compensate the respective exchange differences on
translating foreign operations, both amounts recognized
in the other comprehensive income.
32.2 Net INveStMeNt IN FOReIGN OPeRAtION
Additionally, Dufry granted the following long-term loans
to subsidiaries, which are considered as part of Dufry’s
net investment in foreign operations in accordance with
IAS21, paragraph 15, as settlement is neither planned
nor likely to occur in the foreseeable future.
In mIllIons
CurrenCy
31.12. 2012
31.12. 2011
SubSIDIARy:
Dufry America holding Inc.
Dufry Mexico SA de Cv
Dufry hispanosuiza Sl
33 provisions
uSD
uSD
euR
20.4
–
–
20.4
52.5
5.1
In mIllIons of CHf
ContIngent
lIaBIlItIes
CloseDown
law suIts
anD DutIes
DIsPute on
ContraCts
laBor
DIsPutes
otHer
total
Balance at January 1, 2012
Charge of the year
utilized
unused amounts reversed
Currency translation adjustment
Balance at December 31, 2012
thereof:
– current
– non-current
Balance at January 1, 2011
business combinations
Charge of the year
utilized
unused amounts reversed
Currency translation adjustment
Balance at December 31, 2011
thereof:
– current
– non-current
36.7
–
–
–
(1.7)
35.0
–
35.0
–
30.0
–
–
–
6.7
36.7
–
36.7
–
1.0
–
–
–
1.0
1.0
–
–
–
–
–
–
–
–
–
–
4.9
2.2
(0.2)
(0.2)
–
6.7
6.7
–
1.8
–
3.2
–
–
(0.1)
4.9
4.9
–
–
0.4
–
–
–
0.4
0.4
–
0.4
–
–
(0.4)
–
–
–
–
–
3.0
0.5
–
–
(0.1)
3.4
0.2
3.2
3.2
0.1
0.1
(0.3)
(0.1)
–
3.0
0.2
2.8
2.0
1.3
(0.2)
(0.1)
0.7
3.7
2.9
0.8
0.1
1.4
2.8
(0.1)
(2.7)
0.5
2.0
2.0
–
46.6
5.4
(0.4)
(0.3)
(1.1)
50.2
11.2
39.0
5.5
31.5
6.1
(0.8)
(2.8)
7.1
46.6
7.1
39.5
Management believes that its provisions are adequate
based upon currently available information. however,
given the inherent difficulties in estimating liabilities in
the below described areas, it cannot be guaranteed that
additional or lesser costs will be incurred above or below
the amounts provisioned.
Page 116
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
CONtINGeNt lIAbIlItIeS
ClOSe DOWN
Several contingent liabilities with a fair value of ChF
35.0 million (2011: ChF 36.7 million) were determined
during the due diligence process made for the acquisition
of the companies in South America, Central America and
Asia. IFRS 3 business combinations requires to reflect
these liabilities with uncertain amount in the statement
of financial position although the risk exposure for some
of these positions has been regarded as medium or low.
the identified risks include a variety of potential liabilities
from past periods, mainly related to the import and sale
of merchandise by entities under common control or
regarding contributions owed based on the contractual
situation of employees.
As the identified risks implied in these contingent liabil-
ities are subject to interpretations and uncertainties in
the respective regulations the management made an
estimation of the fair value.
the provision of ChF 1.0 million relates to the closing of
an operation in Asia. No such provision exists in 2011.
lAbOR DISPuteS
the provision of ChF 3.4 million (2011: ChF 3.0 million)
relates mainly to claims presented by sales staff based on
disputes related to the termination of temporary labor
contracts in brazil.
lAW SuItS AND DutIeS
the ChF 6.7 million (2011: ChF 4.9 million) provisions cov-
ers uncertainties related to the outcome of several law
suits in relation to taxes, duties or other claims in several
countries. In 2012 the increase relates to cases in brazil
and Italy. these claims are subject to arbitration where
the final outcome can take several years.
the expected timing of the related cash outflows of non-
current provisions as of December 31, 2012 is currently
projected as follows:
In mIllIons of CHf
2014
2015
2016
2017+
total non-current
exPeCteD CasH outflow
1.6
36.8
0.4
0.2
39.0
Page 117
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
34 post-employment benefit obliGations
the employees of Dufry Group are insured against the
risk of old age and disablement in accordance with the
local laws and regulations. A description of the significant
retirement benefit plans is as follows:
34.1 SWItZeRlAND
Dufry has a defined benefit pension plan, which is based
on the actual salary of the employee and covers sub-
stantially all of Dufry’s employees in Switzerland. the
plan requires contributions to be made to a separate
legal entity, the administrative fund. this pension fund
does not hold assets related to the Group.
net pension costs
In mIllIons of CHf
Current service costs
Interest costs
Net actuarial loss recognized in year under §92 ff.
expected return on plan assets
Pension expenses
the following table summarizes the components of pen-
sion expenses recognized in the consolidated income
statement:
2012
(2.3)
(1.0)
(0.4)
1.1
(2.6)
2011
(1.8)
(0.9)
(0.1)
1.0
(1.8)
the pension expenses of the Group are included in person-
nel expenses (see note 11 retirement benefits). the actual
return of plan assets in 2012 was a gain of ChF 4.1 million
(2011: ChF 0.3 million).
the expected rate of return on plan assets is determined
based on the market prices prevailing on that date ap-
plicable to the period over which the obligation is to be
settled.
In 2013, Dufry expects to contribute ChF 2.1 million to this
defined benefit pension plan.
the principal assumptions for the actuarial computation
are as follows:
In %
Discount rates
expected return on plan assets
Future salary increases
Future pension increases
Average retirement age (in years)
2012
1.75%
3.00%
2.00%
0.50%
64
2011
2.25%
3.00%
1.50%
1.00%
64
Page 118
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
the following table summarizes the components of the
funded status and amounts recognized in the consolidated
statement of financial position for the plan:
funded status
In mIllIons of CHf
Fair value of plan assets at beginning of period
expected return
Contributions paid by employer
Contributions paid by employees
benefits paid
expected fair value of plan assets at end of period
Actuarial gains / (losses)
fair value of plan assets at end of period
Defined benefit obligation (PbO) at beginning of period
Current service costs
Contributions paid by employees
Interest costs
benefits paid
expected defined benefit obligation at end of period
Actuarial loss (gain) on obligation 1
Defined benefit obligation (PBo) at end of period
Funded status
unrecognized actuarial loss (gain)
net asset in balance sheet
2012
36.1
1.0
2.1
1.3
(0.6)
39.9
3.1
43.0
43.5
2.3
1.3
1.0
(0.6)
47.4
12.0
59.4
(16.4)
16.8
0.4
2011
31.7
0.9
2.0
1.2
1.0
36.8
(0.7)
36.1
35.2
1.8
1.2
0.9
1.0
40.1
3.4
43.5
(7.4)
8.3
0.9
1 the actuarial loss of ChF 12.0 million is made of:
a) experience loss ChF 1.7 million, b) change in discount rate ChF 5.4 million, c) change in salary increase ChF 2.6 million, d) other ChF 2.3 million as change in
mortality tables, pension increases etc.
reconciliation to the consolidated statement
of financial position
the net pension asset is recognized in other non-current
assets. the movements have been as follows:
In mIllIons of CHf
balance at beginning of period
Pension expenses
Contributions paid by employer
net asset at end of period
2012
0.9
(2.6)
2.1
0.4
2011
0.7
(1.8)
2.0
0.9
Page 119
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
amounts for the current and previous periods are as follows:
In mIllIons of CHf
2012
2011
2010
2009
2008
Defined benefit obligation (PbO)
Plan assets
(Deficit) surplus
experience adjustments on plan liabilities
effect of changes in actuarial assumptions
on plan liabilities
experience adjustments on plan assets
59.4
43.0
(16.4)
(1.7)
(10.3)
3.1
the major categories of plan assets as percentages of the
fair value of the total plan assets are as follows:
In %
Shares
bonds
Rented properties
Other
total
2012
24%
43%
25%
8%
100%
43.5
36.1
(7.4)
1.3
2.1
(0.7)
2011
24%
44%
26%
6%
35.2
31.7
(3.5)
(1.6)
(3.5)
(0.2)
2010
25%
44%
25%
6%
24.2
22.5
(1.7)
(0.1)
–
1.4
2009
24%
46%
26%
4%
22.2
19.1
(3.1)
(0.1)
1.9
(2.7)
2008
19%
50%
26%
5%
100%
100%
100%
100%
34.2 ItAly AND OtheR COuNtRIeS
Post-employment benefit obligations
In mIllIons of CHf
Italy
Other countries
total
In Italy, an unfunded defined benefit plan exists. the pen-
sion contributions owed by the employer are based on
the number of years the respective employee worked with
the respective Italian subsidiary. the principal assump-
tions for actuarial computation are as follows:
31.12. 2012
31.12. 2011
4.3
1.8
6.1
4.6
1.4
6.0
In %
31.12. 2012
31.12. 2011
Discount rate
expected salary increase
Inflation rate
4.0%
3.0%
2.0%
4.5%
3.0%
2.0%
Page 120
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
35 other liabilities
Other current liabilities comprise of one time and recurring
liabilities due within one year.
In mIllIons of CHf
31.12. 2012
31.12. 2011
Concession fee payables
Other service related vendors
Personnel payables
Sales tax and other tax liabilities
Interest payables
Payables for capital expenditure (notes 20 –22)
Accrued liabilities
Payables to local business partners
Payables for acquisitions
Financial derivative liabilities
Other payables
total
theReOF :
– current liabilities
– non-current liabilities
total
83.5
66.7
64.5
23.6
19.0
16.8
5.4
5.1
1.7
0.3
6.6
293.2
284.9
8.3
293.2
71.5
54.3
62.0
23.3
11.2
23.3
4.2
5.2
5.4
1.8
4.7
266.9
255.6
11.3
266.9
36 related parties and related party
transactions
A party is related to the Group if the party directly or
indirectly controls, is controlled by, or is under common
control with Dufry, has an interest in the Group that gives
it significant influence over the Group, has joint control
over the Group or is an associate or a joint venture of the
Group. In addition, members of the key management
personnel of Dufry or close members of the family are
also considered related parties as well as post-employ-
ment benefit plans for the benefit of employees of the
Group. transactions with related parties are conducted
on an at-arm’s-length basis.
the related party transactions and relationships for the
Dufry Group are the following:
Dufry Group purchased during 2012, goods from the follow-
ing related parties: hudson Wholesale for ChF 23.1 million
(2011: ChF 23.2 million) and from hudson RPM ChF 4.5 mil-
lion (2011: ChF 4.6 million). the purchase prices used in
these transactions were at arm’s length. At December 31,
2012, the Dufry Group had open invoices with the following
related parties: hudson Wholesale ChF 1.9 million (2011:
ChF 2.4 million) and with hudson RPM ChF 0.4 million (2011:
ChF 0.5 million).
latin American Airport holding ltd is the holding company
of Inmobiliaria Fumisa SA de Cv (Fumisa) and Aeropuertos
Dominicanos Siglo XXI, SA (Aerodom). three members of
the Group’s board of Directors are also members of the
board of Directors of latin American Airport holding ltd.
Advent International Corporation manages funds that con-
trol among others, the Group, Fumisa and Aerodom.
Dufry and Inmobiliaria Fumisa SA de Cv, the airport op-
erator of the International Airport benito juarez of Ciudad
de Mexico reached an agreement in May 2012, to amend
the present agreement setting new terms and conditions
for the years 2012 and 2013 for the shop rental. In October
2010, Fumisa granted a reduction in the amount of rent as
agreed on the original contract until the end of 2011, as
palliative measures after the reduction in passenger num-
bers caused when Mexicana Airlines ceased operations
in August 2010. During 2012, even though traffic develop-
ment was improving, Fumisa agreed to still offer Dufry
better conditions than the original terms of the agree-
ment. During 2012 the local operations amortized prepaid
concessions in the value of ChF 1.4 million and accrued
concession fees of ChF 19.3 million (2011: ChF 16.2 mil-
lion). In this context, both parties also agreed to waive
Page 121
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
the receivables and payables existing at such date. As a
consequence Dufry derecognized prepaid concessions
fees in the amount of ChF 7.3 million in the current period
2012 through profit and loss.
Inversiones tunc SA operates shops at several airports in
the Dominican Republic under concession agreements with
Aerodom. According to these agreements, Inversiones tunc
SA compensated through monthly rental fees the right to
use the commercial areas leased to them by Aerodom. In
2012, the total sales based rent for Inversiones tunc SA
amounted to ChF 5.9 million (2011: ChF 5.1 million).
benefits was ChF 15.0 million (2011: ChF 15.7 million). this
amount includes: a) 157,541 stock options (RSu’s) of the
biannual award 2011 (2011: 181,541 RSu’s of the biannual
award 2011) of Dufry AG, b) a cash compensation of ChF
9.0 million (2011: ChF 8.8 million), c) employer’s contribu-
tion to the pension and other post-employment benefits
of ChF 1.0 million (2011: ChF 2.0 million). the expenses
accrued in relation to the restricted stock unit plan 2011
which covers a two years period 2011/2012 was ChF
5.0 million (2011: ChF 5.0 million) and is included in the
short-term employee benefits mentioned above.
On February 1, 2012 transportes Aereos de Xalapa SA de
Cv, a subsidiary of Aerodom agreed to provide air transport
services to Dufry. During 2012 Dufry received services for
ChF 3.5 million (2011: ChF 2.6 million).
the legally required disclosure of the participations and
compensations of the members of the board of Directors
and the Group executive Committee of Dufry are explained
in the respective notes to the stand alone financial state-
ments of Dufry AG.
37 commitments and continGencies
GuARANtee COMMItMeNtS
the Group enters into long-term agreements with airport
authorities, seaport authorities and other landlords. the
concessionaires use to require a minimum annual guar-
antee, which can be based on sales, number of passengers
or other indicators of operational activity to guarantee the
performance of Dufry’s obligations. In case of an early
termination, the operation can be required to compensate
the concessionaire for lost earnings. the Group or their
subsidiaries have granted these guarantees regarding the
performance of the above mentioned long-term contracts
directly or through third parties. As at December 31, 2012
and December 31, 2011, no party has exercised their right
to call upon these guarantees.
Some of these long-term concession agreements, which
Dufry has entered into, include clauses to prevent early
termination, such as obligations to fulfill guaranteed
minimal payments during the full term of the agreement.
the conditions for an onerous contract will be met, when
such operation presents a non-profitable outlook. In this
event, a provision based on the present value of the future
net cash flows needs to be created. At the reporting date
of 2012 and 2011, no such onerous concession exists.
Mr. Dante Marro, who until june 2012 was the Chief Oper-
ating Officer of region europe and member of the Group
executive Committee of Dufry, controls the company
Gestione Spazi Attrezzati Srl (GSA). An agreement entered
in 2002 granted GSA usufruct rights up to May 2041 on 6%
of the shares of Dufrital SpA, plus at expiration 6% of the
undistributed retained earnings of Dufrital SpA. In 2012,
ChF 0.3 million (2011: ChF 0.0 million) was recognized as
usufruct in the income statement. On june 14, 2011 Dufry
International AG purchased back the usufruct right granted
to Gestione Spazi Attrezzati Srl (GSA) which permitted
the benefits of share ownership, including the receipt of
dividends on 10% of the shares of Dufry Shop Finance
Srl, which otherwise would have expired in May 4, 2041
for ChF 5.4 million (euR 4.5 million).
Mr. josé González, Chief Operating Officer of region Cen-
tral America & Caribbean and member of the Group
executive Committee until june 30, 2012, owns 26.3% of
the share capital of the subsidiary Puerto libre Interna-
tional SA (“PlISA”). PlISA operates duty free shops at
the international airport of Managua as well as three
border shops in Nicaragua.
the Swiss entities have outstanding contributions with the
pension fund Weitnauer in the amount of ChF 0.3 million
(2011: ChF 0.3 million).
In 2012 the remuneration for the board members was
ChF 1.4 million (2011: ChF 1.4 million). In addition Mr.
Xavier bouton (member) received ChF 0.3 million (2011:
ChF 0.3 million) for strategic consulting services provided
to the Group.
In 2012 the total compensation for the 8 members (2011: 10
members) of the Group executive Committee recognized in
personnel expenses and including all short-term employee
Page 122
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
38 financial instruments
significant accounting policies
these are described in note 2.3 l) and following.
38.1 CAPItAl RISK MANAGeMeNt
Capital comprises equity attributable to the equity holders
of the parent less hedging and revaluation reserves for
unrealized gains or losses on net investment, plus other
equity-linked or equity-like instruments attributable to
the parent.
or adjust the capital structure, the Group evaluates to
adjust dividend payments to shareholders, return capital
to shareholders, issue new shares, issue equity-linked
instruments or equity-like instruments.
the primary objective of the Group’s capital management
is to ensure that it maintains an adequate credit rating and
sustainable capital ratios in order to support its business
and maximize shareholder value.
the Group manages its capital structure and makes ad-
justments to it in light of its strategy and the long-term
opportunities and costs of each capital source. to maintain
38.1.1 gearing ratio
the following ratio compares owner’s equity to borrowed
funds:
In mIllIons of CHf
Cash and cash equivalents
Financial debt
net debt
equity attributable to equity holders of the parent
translation reserve, hedging and revaluation reserves
total capital
gearing ratio
the Group did not hold collateral of any kind at the
reporting dates.
the Group monitors capital using a combination of ratios;
including a gearing ratio, cash flow considerations and
profitability ratios. As for the gearing ratio the Group
includes within net debt, interest bearing loans and bor-
rowings, less cash and cash equivalents, excluding dis-
continued operations.
31.12. 2012
(434.0)
1,385.3
951.3
1,238.8
(32.9)
1,205.9
44.1%
31.12. 2011
(199.1)
1,560.4
1,361.3
870.0
(26.5)
843.5
61.7%
38.2 CAteGORIeS OF FINANCIAl INStRuMeNtS
Page 123
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
at DeCemBer 31, 2012
In mIllIons of CHf
Cash and cash equivalents
trade and credit card receivables
Other accounts receivable
Other non-current assets
total
In mIllIons of CHf
trade payables
Financial debt short-term
Other liabilities
Financial debt long-term
Other non-current liabilities
total
at DeCemBer 31, 2011
In mIllIons of CHf
Cash and cash equivalents
trade and credit card receivables
Other accounts receivable
Other non-current assets
total
In mIllIons of CHf
trade payables
Financial debt. short-term
Other liabilities
Financial debt long-term
Other non-current liabilities
total
loans and
receivables
at fvtPl 1
Held-to-maturity
investments
subtotal
non-fInanCIal
assets 3
fInanCIal assets
434.0
59.5
53.8
31.6
578.9
at amortized
cost
247.8
39.9
254.9
1,345.4
7.8
1,895.8
–
–
0.5
–
0.5
–
–
66.1
5.3
–
–
–
–
–
434.0
59.5
54.3
31.6
579.4
fInanCIal lIaBIlItIes
Cf hedge 2
at fvtPl 1
subtotal
non-fInanCIal
lIaBIlItIes 3
–
–
–
–
–
–
–
–
0.3
–
–
0.3
247.8
39.9
255.2
1,345.4
7.8
1,896.1
–
–
29.7
–
0.5
loans and
receivables
at fvtPl 1
Held-to-maturity
investments
subtotal
non-fInanCIal
assets 3
fInanCIal assets
199.1
47.0
52.0
33.3
331.4
at amortized
cost
301.1
30.6
225.7
1,529.9
11.3
2,098.6
–
–
0.4
–
0.4
–
–
74.9
4.5
–
–
–
–
–
199.1
47.0
52.4
33.3
331.8
fInanCIal lIaBIlItIes
Cf hedge 2
at fvtPl 1
subtotal
non-fInanCIal
lIaBIlItIes 3
–
–
1.0
–
–
1.0
–
–
0.8
–
–
0.8
301.1
30.6
227.5
1,529.9
11.3
2,100.4
–
–
28.1
(0.1)
–
total
434.0
59.5
120.4
36.9
total
247.8
39.9
284.9
1,345.4
8.3
total
199.1
47.0
127.3
37.8
total
301.1
30.6
255.6
1,529.8
11.3
1 Financial assets and liabilities at fair value through consolidated income statement
2 Cash flow hedges for which fair value changes are recognized in other comprehensive income
3 Non-financial assets and liabilities comprise prepaid expenses and deferred income,
which will not generate a cash outflow or inflow as well as sales tax and other tax positions
Page 124
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
38.2.1 net income by Ias 39 valuation category
Financial Assets at December 31, 2012
In mIllIons of CHf
Interest income (expenses)
Other finance income (expenses)
from interest
Fair values gain (loss)
Foreign exchange gain (loss) 1
Impairments / allowances 2
total – from subsequent valuation
net income
Financial liabilities at December 31, 2012
In mIllIons of CHf
Interest income (expenses)
Other finance income (expenses)
from interest
Fair values gain (loss)
Foreign exchange gain (loss) 1
Impairments / allowances 2
total – from subsequent valuation
net income
loans anD
reCeIvaBles
at
fvtPl
HelD-to-
maturIty
Investments
1.3
–
1.3
–
(21.3)
(0.7)
(22.0)
(20.7)
–
–
–
1.3
–
–
1.3
1.3
–
–
–
–
–
–
–
–
at amortIzeD
Cost
Cf HeDge
at
fvtPl
(77.8)
(1.2)
(79.0)
–
21.2
–
21.2
(57.8)
–
–
–
–
–
–
–
–
–
–
–
(0.8)
–
–
(0.8)
(0.8)
Net financial assets and liabilities at December 31, 2012
In mIllIons of CHf
Interest income (expenses)
Other finance income (expenses)
from interest
Fair values gain (loss)
Foreign exchange gain (loss) 1
Impairments / allowances 2
total – from subsequent valuation
net income
fInanCIal
assets
fInanCIal
lIaBIlItIes
1.3
–
1.3
1.3
(21.3)
(0.7)
(20.7)
(19.4)
(77.8)
(1.2)
(79.0)
(0.8)
21.2
–
20.4
(58.6)
total
1.3
–
1.3
1.3
(21.3)
(0.7)
(20.7)
(19.4)
total
(77.8)
(1.2)
(79.0)
(0.8)
21.2
–
20.4
(58.6)
net
(76.5)
(1.2)
(77.7)
0.5
(0.1)
(0.7)
(0.3)
(78.0)
1 this position includes the foreign exchange gain (loss) recognized on third party and intercompany financial assets liabilities through consolidated income statement
2 this position includes the income from the release of impairments and allowances and recoveries during the period less the increase of impairments and allowances
and write-offs
Page 125
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
Financial Assets at December 31, 2011
In mIllIons of CHf
Interest income (expenses)
Other finance income (expenses)
from interest
Fair values gain (loss)
Foreign exchange gain (loss) 1
Impairments / allowances 2
total – from subsequent valuation
net income
Financial liabilities at December 31, 2011
In mIllIons of CHf
Interest income (expenses)
Other finance income (expenses)
from interest
Fair values gain (loss)
Foreign exchange gain (loss) 1
Impairments / allowances 2
total – from subsequent valuation
net income
loans anD
reCeIvaBles
at
fvtPl
HelD-to-
maturIty
Investments
4.1
–
4.1
–
163.9
(3.7)
160.2
164.3
–
–
–
0.4
–
–
0.4
0.4
at
amortIzeD Cost
Cf HeDge
(49.3)
(5.9)
(55.2)
–
(161.8)
–
(161.8)
(217.0)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
at
fvtPl
–
–
–
(0.8)
–
–
(0.8)
(0.8)
Net financial assets and liabilities at December 31, 2011
In mIllIons of CHf
Interest income (expenses)
Other finance income (expenses)
from interest
Fair values gain (loss)
Foreign exchange gain (loss) 1
Impairments / allowances 2
total – from subsequent valuation
net income
fInanCIal
assets
InanCIal
lIaBIlItIes
4.1
–
4.1
0.4
163.9
(3.7)
160.6
164.7
(49.3)
(5.9)
(55.2)
(0.8)
(161.8)
–
(162.6)
(217.8)
total
4.1
–
4.1
0.4
163.9
(3.7)
160.6
164.7
total
(49.3)
(5.9)
(55.2)
(0.8)
(161.8)
–
(162.6)
(217.8)
net
(45.2)
(5.9)
(51.1)
(0.4)
2.1
(3.7)
(2.0)
(53.1)
1 this position includes the foreign exchange gain (loss) recognized on third party and intercompany financial assets liabilities through consolidated income statement
2 this position includes the income from the release of impairments and allowances and recoveries during the period less the increase of impairments and allowances
and write-offs
Page 126
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
38.3 FINANCIAl RISK MANAGeMeNt ObjeCtIveS
material exposure, the Group may use financial instru-
ments to hedge the respective exposure.
As a global retailer, Dufry has worldwide activities which
need to be financed in different currencies and are con-
sequently affected by fluctuations of foreign exchange
and interest rates. the Group treasury manages the fi-
nancing of the operations through centralized credit
facilities as to ensure an adequate allocation of these
resources and simultaneously minimize the potential
financial risk impacts.
Dufry continuously monitors the market risk, such as risks
related to foreign currency, interest rate, credit, liquidity
and capital. the Group seeks to minimize the currency
exposure and interest rates risks using appropriate trans-
action structures or alternatively, using derivative financial
instruments to hedge the exposure to these risks. the
treasury policy forbids entering or trading financial instru-
ments for speculative purposes.
38.4 MARKet RISK
the Group may enter into a variety of financial instru-
ments to manage its exposure to foreign currency risk,
including forward foreign exchange contracts, currency
swaps and over the counter plain vanilla options.
During the current financial year the Group utilized for-
eign currency forward contracts and options for hedging
purposes.
38.5 FOReIGN CuRReNCy RISK MANAGeMeNt
Dufry manages the cash flow surplus or deficits in foreign
currency of the operations through FX-transactions in
the respective local currency. Major imbalances in foreign
currencies at Group level are hedged through foreign
exchange forwards contracts. the terms of the foreign
currency forward contracts have been negotiated to
match the terms of the forecasted transactions.
Dufry’s financial assets and liabilities are mainly exposed
to market risk in foreign currency exchange and interest
rates. the Group’s objective is to minimize the consolidated
income statement impact and to reduce fluctuations in
cash flows through structuring the respective transactions
to minimize market risks. In cases, where the associated
risk cannot be hedged appropriately through a transaction
structure and the evaluation of market risks indicates a
38.5.1 foreign currency sensitivity analysis
Among various methodologies to analyze and manage risk,
Dufry utilizes a system based on sensitivity analyses. this
tool enables Group treasury to identify the level of risk of
each entity. Sensitivity analysis provides an approximate
quantification of the exposure in the event that certain
specified parameters were to be met under a specific set
of assumptions.
Foreign Currency exposure:
In mIllIons of CHf
usD
euro
Brl
otHer
total
DeCeMbeR 31, 2012
Monetary assets
Monetary liabilities
net exposure before hedging
hedging
net exposure after hedging
DeCeMbeR 31, 2011
Monetary assets
Monetary liabilities
net exposure before hedging
hedging
net exposure after hedging
131.3
984.3
(853.0)
847.6
(5.4)
983.5
1,591.3
(607.8)
595.5
(12.3)
114.0
136.8
(22.8)
–
(22.8)
121.7
143.7
(22.0)
(6.2)
(28.2)
49.5
50.6
(1.1)
–
(1.1)
15.7
53.5
(37.8)
–
(37.8)
56.4
65.5
(9.1)
–
(9.1)
43.1
65.2
(22.1)
–
(22.1)
351.3
1,237.2
(885.9)
847.6
(38.3)
1,164.0
1,853.7
(689.7)
589.3
(100.4)
Page 127
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
the sensitivity analysis includes all monetary assets and
liabilities irrespective of whether the positions are third
party or intercompany. Dufry has considered some in-
tercompany long-term loans, which are not likely to be
settled in the foreseeable future as being part of the net
investment in such subsidiary. Consequently, the related
exchange differences are recognized in other compre-
hensive income and presented within translation reserve
in equity.
the foreign exchange rate sensitivity is calculated by
aggregation of the net foreign exchange rate exposure of
the Group entities. the values and risk disclosed here
are the hedged and not hedged positions assuming a 5%
appreciation of the ChF against all other currencies.
A positive result indicates a profit in the consolidated in-
come statement or in the hedging and revaluation reserves
when the ChF strengthens against the relevant currency.
In mIllIons of CHf
31.12. 2012
31.12. 2011
Net earnings – profit (loss) of uSD
Other comprehensive income – profit (loss) of uSD
Net earnings – profit (loss) of euR
Other comprehensive income – profit (loss) of euR
11.5
31.0
1.1
–
0.5
29.8
1.4
(0.3)
Reconciliation to categories of financial instruments:
In mIllIons of CHf
FINANCIAl ASSetS
total financial assets held in foreign currencies (see above)
less intercompany financial assets in foreign currencies
third party financial assets held in foreign currencies
third party financial assets held in reporting currencies
total third party financial assets 1
FINANCIAl lIAbIlItIeS
total financial liabilities held in foreign currencies (see above)
less intercompany financial liabilities in foreign currencies
third party financial liabilities held in foreign currencies
third party financial liabilities held in reporting currencies
total third party financial liabilities 1
1 see note 38.2 “categories of financial instruments”
31.12. 2012
31.12. 2011
351.3
(220.8)
130.5
448.9
579.4
1,237.2
(95.0)
1,142.2
753.9
1,896.1
1,164.0
(1,097.0)
67.0
264.8
331.8
1,853.7
(113.0)
1,740.7
359.7
2,100.4
38.5.2 forward foreign exchange contracts and foreign
exchange options at fair value
As the management of the company actively pursues to
naturally hedge the positions in each operation, the policy
of the Group is to enter into foreign exchange forward and
options contracts only where needed.
the following table shows the contracts or underlying prin-
cipal amounts and fair values of derivative financial instru-
ments. Contracts or underlying principal amounts indicate
the volume of business outstanding at the balance sheet
date. the fair values are determined by reference to market
prices or standard pricing models that used observable
market inputs at December 31 of each year.
Page 128
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
Foreign exchange forward contracts and options:
In mIllIons of CHf
December 31, 2011
December 31, 2012
ContraCt or unDerlyIng
PrInCIPal amount
PosItIve
faIr values
negatIve
faIr values
67.5
268.6
0.5
0.5
0.8
0.3
38.6 INteReSt RAte RISK MANAGeMeNt
the Group manages the interest rate risk through interest
rate swaps and options to the extent that the hedging can-
not be implemented through managing the duration of the
debt drawings. the levels of the hedging activities are
evaluated regularly and may be adjusted in order to reflect
the development of the various parameters.
38.6.1 Interest rate swap contracts
the following table shows the contracts or underlying
principal amounts and fair values of derivative financial
instruments. Contracts or underlying principal amounts
indicate the volume of business outstanding at the balance
sheet date. the fair values are determined by reference to
market prices or standard pricing models that used ob-
servable market inputs at December 31 of each year.
Interest rate related instruments 1:
In mIllIons of CHf
December 31, 2011
December 31, 2012
ContraCt or unDerlyIng
PrInCIPal amount
PosItIve
faIr values
negatIve
faIr values
280.6
–
–
–
1.0
–
1 these instruments are designated as cash flow hedges and the changes in the fair value are recognized through other comprehensive income.
the interest rate swaps settle on a monthly basis. the
floating rate on the interest rate swaps is the equivalent
to one month uSD lIbOR rate. the Group will settle the
difference between the fixed and floating interest rate on
a net basis.
All interest rate swap contracts exchanging floating rate
interest amounts for fixed rate interest amounts are des-
ignated as cash flow hedges in order to reduce the Group’s
cash flow exposure resulting from variable interest rates
on borrowings. the interest rate swaps and the interest
payments on the loan occur simultaneously and the
amount accumulated in equity is reclassified to the con-
solidated income statement over the period that the float-
ing rate interest payments on debt affect the consolidated
income statement.
38.6.2 Interest rate sensitivity analysis
the sensitivity analyses below have been determined
based on the exposure to interest rates derivatives and
non-derivative instruments at the reporting date. the
risk analysis provided here assumes a simultaneous
increase of 100 basis points of the interest rate of all
interest bearing financial positions.
If interest rates had been 100 basis points higher whereas
all other variables were held constant, the Group’s net
earnings for the year 2012 would decrease by ChF 13.5 mil-
lion (2011: decrease by ChF 7.4 million).
38.6.3 allocation of financial assets and liabilities to
interest classes
In %
In mIllIons of CHf
Page 129
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
at DeCemBer 31, 2012
average variable
interest rate
average fixed
interest rate
variable
interest rate
fixed
interest rate
total interest
bearing
non-interest
bearing
Cash and cash equivalents
trade and credit card receivables
Other accounts receivable
Other non-current assets
financial assets
trade payables
Financial debt, short-term
Other liabilities
Financial debt, long-term
Other non-current liabilities
financial liabilities
net financial liability
0.8%
0.5%
400.5
1.6
402.1
3.7%
0.5%
0.0%
5.5%
2.0%
–
–
5.0
405.5
–
36.7
–
–
–
0.8
2.4
–
3.2
–
–
–
5.8
407.9
–
39.9
–
5.5%
894.4
451.0
1,345.4
–
931.1
525.6
–
454.2
451.8
–
1,385.3
977.4
total
434.0
59.5
54.3
31.6
31.9
59.5
54.3
25.8
171.5
579.4
247.8
–
255.2
–
7.8
510.8
339.3
247.8
39.9
255.2
1,345.4
7.8
1,896.1
1,316.7
at DeCemBer 31, 2011
average variable
interest rate
average fixed
interest rate
variable
interest rate
fixed
interest rate
total interest
bearing
non-interest
bearing
In %
In mIllIons of CHf
Cash and cash equivalents
trade and credit card receivables
Other accounts receivable
Other non-current assets
financial assets
trade payables
Financial debt, short-term
Other liabilities
Financial debt, long-term
Other non-current liabilities
financial liabilities
net financial liability
1.1%
2.6%
0.1%
11.7%
4.5%
2.0%
139.6
–
(0.1)
3.4
142.9
–
27.9
0.1
2.5%
4.2%
1,525.6
–
1,553.6
1,410.7
2.2
–
0.1
1.7
4.0
–
2.7
–
4.2
–
6.9
2.9
141.8
–
–
5.1
146.9
–
30.6
0.1
1,529.8
–
1,560.5
1,413.6
total
199.1
47.0
52.4
33.3
331.8
301.1
30.6
227.5
1,529.9
11.3
2,100.4
1,768.6
57.3
47.0
52.4
28.2
184.9
301.1
–
227.4
0.1
11.3
539.9
355.0
38.7 CReDIt RISK MANAGeMeNt
Credit risk refers to the risk that counterparty may default
on its contractual obligations resulting in financial loss to
the Group.
Almost all Groups’ sales are retail sales made against
cash or internationally recognized credit/debit cards.
Dufry has policies in place to ensure that other sales are
only made to customers with an appropriate credit history
or that the credit risk is insured adequately. the remaining
credit risk is in relation to taxes, refunds from suppliers
and guarantee deposits.
the credit risk on cash deposits or derivative financial
instruments relates to banks or financial institutions. the
Group monitors the credit ranking of these institutions and
does not expect defaults from non-performance of these
counterparties.
38.7.1 maximum credit risk
the carrying amount of financial assets recorded in the
financial statements, after deduction of any allowances
for losses, represents the Group’s maximum exposure to
credit risk.
Page 130
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
38.8 lIquIDIty RISK MANAGeMeNt
the group evaluates this risk as the ability to settle its fi-
nancial liabilities on time and at a reasonable price. beside
its capability to generate cash through its operations, Dufry
mitigates liquidity risk by keeping unused credit facilities
with financial institutions. (See note 32).
38.8.1 remaining maturities for non-derivative
financial assets and liabilities
the following tables have been drawn up based on the
undiscounted cash flows of financial assets and liabilities
(based on the earliest date on which the Group can receive
or be required to pay). the tables include principal and
interest cash flows.
at DeCemBer 31, 2012
In mIllIons of CHf
Cash and cash equivalents
trade and credit card receivables
Other accounts receivable
Other non–current assets
total cash inflows
trade payables
Financial debt, short–term
Other liabilities
Financial debt, long–term
Other non–current liabilities
total cash outflows
at DeCemBer 31, 2011
In mIllIons of CHf
Cash and cash equivalents
trade and credit card receivables
Other accounts receivable
Other non–current assets
total cash inflows
trade payables
Financial debt, short–term
Other liabilities
Financial debt, long–term
Other non–current liabilities
total cash outflows
1–6
montHs
6–12
montHs
1–2
years
more tHan
2 years
434.8
59.5
53.7
–
548.0
247.9
40.0
254.9
14.7
–
557.5
–
–
0.1
–
0.1
–
0.2
0.1
12.0
–
12.3
–
–
–
–
–
–
–
–
23.7
–
23.7
–
–
–
31.6
31.6
–
–
–
1,443.3
7.8
total
434.8
59.5
53.8
31.6
579.7
247.9
40.2
255.0
1,493.7
7.8
1,451.1
2,044.6
1–6
montHs
6–12
montHs
1–2
years
more tHan
2 years
199.9
47.0
51.9
–
298.8
301.1
39.6
223.2
64.4
–
628.3
0.5
–
0.5
–
1.0
–
9.0
2.6
64.3
–
75.9
–
–
–
0.1
0.1
–
–
–
844.5
–
844.5
–
–
0.1
33.4
33.5
–
–
–
709.2
11.3
720.5
total
200.4
47.0
52.5
33.5
333.4
301.1
48.6
225.8
1,682.4
11.3
2,269.2
Page 131
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
38.8.2 remaining maturities for derivative
financial instruments
the following table details the Group’s liquidity analysis
for its derivative financial instruments. the table has
been drawn up based on the undiscounted contractual
net cash inflows and outflows on derivative instruments
that settle on a net basis and those derivatives that re-
quire gross settlement. When the amount payable or
receivable is not fixed, the amount disclosed has been
determined by reference to the projected interest rates
as illustrated by the yield curves at the end of the report-
ing period.
at DeCemBer 31, 2012
In mIllIons of CHf
Net settled:
interest rate swaps
foreign exchange forward contracts
Gross settled:
foreign exchange forward contracts
total
at DeCemBer 31, 2011
In mIllIons of CHf
Net settled:
interest rate swaps
foreign exchange forward contracts
Gross settled:
foreign exchange forward contracts
total
less tHan
3 montHs
3–6
montHs
6 montHs
to 1 year
1 year +
–
–
0.1
0.1
–
–
–
–
–
–
–
–
–
–
–
–
less tHan
3 montHs
3–6
montHs
6 montHs
to 1 year
1 year +
(0.5)
0.3
0.3
0.1
(0.6)
–
0.1
(0.5)
–
–
0.1
0.1
–
–
–
–
38.9 FAIR vAlue OF FINANCIAl INStRuMeNtS
38.9.1 fair value of financial instruments
carried at amortized cost
except as detailed in the following table, the Group con-
siders that the carrying amounts of financial assets and
financial liabilities recognized in the consolidated financial
statements approximate their fair values.
In mIllIons of CHf
Carrying amount
fair value
Carrying amount
fair value
31.12. 2012
31.12. 2011
Credit card receivables, (assets)
Senior Notes non-current, (liabilities)
45.1
447.4
44.7
467.0
24.1
–
23.8
–
Page 132
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
38.9.2 valuation techniques and assumptions applied
for the purposes of measuring fair value
the fair values of financial assets and financial liabilities
are determined as follows:
– the fair values of financial assets and financial liabilities
with standard terms and conditions and traded on active
liquid markets are determined with reference to quoted
market prices (includes listed redeemable notes, bills
of exchange, debentures and perpetual notes).
– the fair values of derivative instruments are calculated
using quoted prices. Where such prices are not avail-
able, a discounted cash flow analysis is performed
using the applicable yield curve for the duration of the
instruments for non-optional derivatives, and option
pricing models for optional derivatives. Foreign currency
forward contracts are measured using quoted forward
exchange rates and yield curves derived from quoted
interest rates matching maturities of the contracts.
Foreign exchange option contracts are measured by
using an option pricing valuation model.
– the fair values of other financial assets and financial
liabilities (excluding those described above) are deter-
mined in accordance with generally accepted pricing
models based on discounted cash flow analysis.
38.9.3 fair value measurements recognized in the
consolidated statement of financial position
the following table provides an analysis of financial instru-
ments that are measured subsequent to initial recognition
at fair value, grouped into levels 1 to 3 based on the degree
to which the fair value is observable:
– level 1 fair value measurements are those derived
from quoted prices (unadjusted) in active markets for
identical assets or liabilities.
– level 2 fair value measurements are those derived
from inputs other than quoted prices included within
level 1 that are observable for the asset or liability,
either directly (i.e. as prices) or indirectly (i.e. derived
from prices).
– level 3 fair value measurements are those derived from
valuation techniques that include inputs for the asset or
liability that are not based on observable market data
(unobservable inputs).
the Group held the following financial instruments measured
at fair value at the reporting date:
In mIllIons of CHf
ASSetS MeASuReD At FAIR vAlue ¹
Foreign exchange related derivative financial instruments
Interest rate related derivative financial instruments
Available-for-sale financial assets
total assets
lIAbIlItIeS MeASuReD At FAIR vAlue ²
Foreign exchange related derivative financial instruments
Interest rate related derivative financial instruments
total liabilities
1 Included in the position “other accounts receivable” in the statement of financial position
2 Included in the position “other liabilities” in the statement of financial position
During the years ended December 31, 2012 and 2011, there
were no transfers between level 1 and level 2 fair value
measurements, and no transfers into and out of level 3
fair value measurements.
level 2
31.12. 2012
level 2
31.12. 2011
0.5
–
–
0.5
0.3
–
0.3
0.5
–
–
0.5
0.8
1.0
1.8
Page 133
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
39 events after reportinG date
DuFRy SIGNS AGReeMeNt tO ACquIRe tRAvel RetAIl
OPeRAtIONS OF FOllI FOllIe GROuP
On October 10, 2012, Dufry signed an agreement to acquire
51% of the travel retail business of Folli Follie Group for a
total consideration of ChF 241.6 million (euR 200.5 million).
Dufry expects to close the transaction in the next weeks.
the transaction includes, among other elements, an option
to acquire the remaining 49% of the shares after four years
at fair market value.
before closing of the transaction, the target business will
be carved-out into a separate entity by Folli Follie Group
in a series of legal steps which involves various regulatory
and shareholder approvals. Furthermore, a syndicate of
local banks has committed to provide the new entity with
a non-recourse bank facility of ChF 403.7 million (euR
335 million) at closing of the transaction, structured as a
committed 5-year amortizing term loan secured through
pledging of all shares of the new entity.
Page 134
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
MoSt iMportant
affiliateD coMpanieS
h = holdinG r = retail d = distribution center
as of DeCemBer 31, 2012
loCatIon
Country
tyPe
ownersHIP
In %
sHare CaPItal
In tHousanDs
CurrenCy
HeaDquarters
Dufry International AG
Dufry Management AG
Dufry holdings & Investments AG
gloBal DIstrIButIon Centers
Dufry travel Retail AG
Dufry America Services, Inc.
basel
basel
basel
basel
Miami
International Operation & Services Corp.
Montevideo
eurotrade Corporation (II) limited
Nassau
emea & asIa
Dufry basel-Mulhouse AG
Dufry Samnaun AG
Dufrital SpA
Dufry Italia SpA
Network Italia edicole
Dufry Islas Canarias Sl
Dufry France SA
Dufry hellas ltd
Dufry tunisie SA
Dufry Maroc Sarl
Dufry egypt llC
Dufry & G.t.D.C. ltd
Dufry Aeroport d’Alger Sarl
Dufry Côte d’Ivoire SA
Dufry east OOO
Dufry Moscow Sheremetyevo
Regstaer ltd
Dufry Cambodia ltd
Dufry (Shanghai) Commercial Co. ltd.
Shanghai
ADF Shops CjSC
Dufry Sharjah Fzc
Dufry d.o.o.
yerevan
Sharjah
belgrade
Switzerland
Switzerland
Switzerland
Switzerland
uSA
uruguay
bahamas
Switzerland
Switzerland
Italy
Italy
Italy
Spain
France
Greece
tunisia
Ghana
Algeria
Ivory Coast
Russia
Russia
Russia
Cambodia
China
Armenia
u. Arab emirates
Serbia
h
h
h
D
D
D
D
R
R
R
R
R
R
R
R
R
R
R
R
R
R
R
R
R
R
R
R
R
R
100
100
100
100
100
100
100
100
100
60
100
100
100
100
99
100
80
80
63
80
100
100
69
51
80
100
100
51
100
1,000
1,000
1,000
5,000
398
50
5,580
100
100
258
251
20
333
3,491
147
2,300
2,500
450
413
20,000
158
712
420
3,991
1,231
19,497
553,834
2,054
693,078
ChF
ChF
ChF
ChF
uSD
uSD
uSD
ChF
ChF
euR
euR
euR
euR
euR
euR
euR
MAD
uSD
uSD
DZD
euR
uSD
uSD
euR
uSD
CNy
AMD
AeD
RSD
basel
Samnaun
Milan
Milan
Milan
tenerife
Nice
Athens
tunis
Accra
Alger
Abidjan
Moscow
Moscow
Moscow
Phnom Pen
Casablanca
Morocco
Sharm-el-Sheikh
egypt
Page 135
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
as of DeCemBer 31, 2012
loCatIon
Country
tyPe
ownersHIP
In %
sHare CaPItal
In tHousanDs
CurrenCy
amerICa I
Dufry Mexico SA de Cv
Alliance Duty Free, Inc.
Dufry Aruba N.v.
Inversiones tunc, SA
Duty Free Caribbean ltd
Colombian emeralds Int. ltd
Flagship Retail Services Inc.
Interbaires S. A.
Navinten S. A.
Duty Free ecuador S. A.
Dufry America, Inc.
Mexico City
San juan
Oranjestad
Mexico
Puerto Rico
Aruba
Santo Domingo
Dominican Republic
bridgetown
Castries
Delaware
barbados
St. lucia
uSA
buenos Aires
Argentina
Montevideo
Guayaquil
Miami
uruguay
ecuador
uSA
amerICa II
Dufry do brasil Duty Free Shop ltda.
Iperco Com exterior ltda.
Dufry bolivia
Rio de janeiro
Rio de janeiro
Santa Cruz
brazil
brazil
bolivia
unIteD states & CanaDa
hudson News Company Inc.
east Rutherford
Dufry Newark, Inc.
Dufry houston Duty Free and
Retail Partnership
AMS-Cv Newark, jv
Airport Management Services, llC
AMS-Olympic Nashville, jv
hudson News O’hare, jv
hudson Retail-Neu News jv
jFK Air ventures
National Air ventures
Seattle Air ventures
AMS-teI Miami, jv
AMS hudson las vegas, jv
hudson Group Canada, Inc.
Newark
houston
Newark
Delaware
Nashville
Springfield
New york
New york
Dallas
Olympia
Miami
las vegas
vancouver
uSA
uSA
uSA
uSA
uSA
uSA
uSA
uSA
uSA
uSA
uSA
uSA
uSA
Canada
R
R
R
R
R
R
R
R
R
R
h
R
R
R
h / R
R
R
R
h / R
R
R
R
R
R
R
R
R
R
100
100
80
100
60
60
100
100
100
100
100
100
100
100
100
100
75
80
100
83
70
80
80
70
75
70
73
100
27,429
2,213
1,900
‹ 1
5,000
‹ 1
‹ 1
293
126
401
5
4,146
14,552
356
‹ 1
1,501
1
‹ 1
‹ 1
‹ 1
‹ 1
‹ 1
‹ 1
‹ 1
‹ 1
‹ 1
‹ 1
‹ 1
uSD
uSD
uSD
uSD
uSD
uSD
uSD
uSD
uSD
uSD
uSD
uSD
bRl
uSD
uSD
uSD
uSD
uSD
uSD
uSD
uSD
uSD
uSD
uSD
uSD
uSD
uSD
CAD
Page 136
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
To the General Meeting of
Dufry AG, Basel
Basel, 7 March 2013
Ernst & Young Ltd
Aeschengraben 9
P.O. Box
CH-4002 Basel
Phone
Fax
www.ey.com/ch
+41 58 286 86 86
+41 58 286 86 00
Report of the statutory auditor on the consolidated financial statements
As statutory auditor, we have audited the consolidated financial statements of Dufry AG, Basel, which
comprise the consolidated income statement, consolidated statement of comprehensive income,
consolidated statement of financial position, consolidated statement of cash flows, consolidated
statement of changes in equity and notes (pages 70 to 135), for the year ended 31 December 2012.
Board of Directors’ responsibility
The Board of Directors is responsible for the preparation and fair presentation of the consolidated
financial statements in accordance with International Financial Reporting Standard (IFRS) and the
requirements of Swiss law. This responsibility includes designing, implementing and maintaining an
internal control system relevant to the preparation and fair presentation of consolidated financial
statements that are free from material misstatement, whether due to fraud or error. The Board of
Directors is further responsible for selecting and applying appropriate accounting policies and
making accounting estimates that are reasonable in the circumstances.
Auditor’s responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our
audit. We conducted our audit in accordance with Swiss law and Swiss Auditing Standards and
International Standards on Auditing. Those standards require that we plan and perform the audit to
obtain reasonable assurance whether the consolidated financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the consolidated financial statements. The procedures selected depend on the
auditor’s judgment, including the assessment of the risks of material misstatement of the
consolidated financial statements, whether due to fraud or error. In making those risk assessments,
the auditor considers the internal control system relevant to the entity’s preparation and fair
presentation of the consolidated financial statements in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the entity’s internal control system. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness of accounting estimates
made, as well as evaluating the overall presentation of the consolidated financial statements. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion.
Member of the Swiss Institute of Certified Accountants and Tax Consultants
Page 137
Dufry annual rePort 2012
ConsolIDateD fInanCIal statements
2
Opinion
In our opinion, the consolidated financial statements for the year ended 31 December 2012 give a
true and fair view of the financial position, the results of operations and the cash flows in accordance
with IFRS and comply with Swiss law.
Report on other legal requirements
We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act
(AOA) and independence (article 728 CO and article 11 AOA) and that there are no circumstances
incompatible with our independence.
In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm
that an internal control system exists, which has been designed for the preparation of consolidated
financial statements according to the instructions of the Board of Directors.
We recommend that the consolidated financial statements submitted to you be approved.
Ernst & Young Ltd
Patrick Fawer
Licensed audit expert
(Auditor in charge)
David Haldimann
Licensed audit expert
Page 138
Dufry annual rePort 2012
fInanCIal statements of Dufry ag
incoMe
StateMent
for the year ended december 31, 2012
In tHousanDs of CHf
Dividend income
Financial income
Management and franchise fee income
total income
Personnel expenses
General and administrative expenses
Management and franchise fee expenses
Amortization of intangibles
transaction and project costs
Financial expenses
taxes
total expenses
net earnings (loss)
2012
83,222
2,868
11,477
97,567
19,092
3,998
7,869
5,755
–
7,000
753
44,467
53,100
2011
–
3,216
12,000
15,216
12,664
3,731
11,851
5,755
(2,638)
8,450
612
40,425
(25,209)
Page 139
Dufry annual rePort 2012
fInanCIal statements of Dufry ag
StateMent of
financial poSition
at december 31, 2012
In tHousanDs of CHf
note
31.12. 2012
31.12. 2011
ASSetS
Cash and cash equivalents
Marketable securities
Receivables intercompany
Receivables – related party
Receivables – third party
loan receivables Dufry International AG
Other current assets
Current assets
Investments
Intangible assets
non-current assets
total assets
lIAbIlItIeS AND ShARehOlDeRS’ equIty
Payables – intercompany
Payables – related party
Payables – third party
bank debt
Other current liabilities
Current liabilities
total liabilities
Share capital
legal reserves:
Share premium (capital contribution reserves)
General reserves
Reserve for treasury shares
Available earnings
shareholders’ equity
3
1
9
14,144
40,537
42,394
2
91
320,000
–
417,168
1,082,671
99,270
1,181,941
1,599,109
28,145
313
835
–
43,421
72,714
72,714
9
9,494
84,504
2
49
–
1
94,059
1,074,449
105,025
1,179,474
1,273,533
51,291
367
340
29,134
13,147
94,279
94,279
148,369
134,881
1,253,287
5,927
41,605
77,207
1,526,395
972,734
5,927
13,485
52,227
1,179,254
total liabilities and shareholders’ equity
1,599,109
1,273,533
Page 140
Dufry annual rePort 2012
fInanCIal statements of Dufry ag
noteS to tHe
financial StateMentS
amounts are expressed in thousands of chf, except where otherwise indicated.
1. siGnificant investments
suBsIDIary
In tHousanDs of CHf
PartICIPatIon
2012
2011
2012
2011
Book value
sHare CaPItal
Dufry International AG, Switzerland
Dufry Management AG, Switzerland
Dufry Corporate AG, Switzerland
Dufry holdings & Investments AG, Switzerland
total
100%
100%
100%
100%
352,896
344,674
100
100
100
100
729,575
1,082,671
729,575
1,074,449
1,000
100
100
1,000
1,000
100
100
1,000
2. siGnificant shareholders’ participation
In PerCentage
31.12. 2012
31.12. 2011
Global Retail Group S.àr.l, luxembourg 1
travel Retail Investment SCA, luxembourg 1
Credit Suisse Group AG
Skopos Administradora de Recursos ltda and
SkoposInvest Administradora de Recursos International ltda
hudson Media Inc., east Rutherford, uSA
the Capital Group Companies Inc, CA, uSA
13.07%
7.49%
4.60%
–
3.89%
–
14.38%
8.24%
6.81%
4.43%
4.28%
4.21%
1 Global Retail Group S.àr.l and travel Retail Investment SCA formed a group of shareholders until january 31, 2012
3. treasury shares
at January 1, 2011
Assigned to holders of RSu-awards 2010
Share purchases
Revaluation
at December 31, 2011
Share purchases
Revaluation
at December 31, 2012
Page 141
Dufry annual rePort 2012
fInanCIal statements of Dufry ag
numBer of sHares
In tHousanDs of CHf
289,059
(281,362)
100,419
–
108,116
230,000
–
338,116
36,948
(35,452)
12,503
(4,505)
9,494
28,120
2,923
40,537
4. enterprise risk manaGement
In accordance with the article 663b of the Swiss Code of
Obligations the board of Directors of Dufry AG reviewed and
assessed the risk areas of the Group and where necessary,
updated the key controls performed to ensure an adequate
risk monitoring.
7. compensation, participations and loans
to the members of the board of directors and
the Group executive committee
(Disclosure according to Swiss Code of Obligations 663b)
PARtICIPAtIONS IN DuFRy AG
5. pledGed assets
In 2012 and 2011, Dufry AG had no pledged assets.
6. Guarantee commitment reGardinG swiss
value added tax (vat)
the following companies constitute a group for the Swiss
Federal tax Administration, main division vAt:
– DuFRy International AG
– DuFRy travel Retail AG
– DuFRy Samnaun AG
– DuFRy Participations AG
– DuFRy Russia holding AG
– DuFRy trading AG
– DuFRy basel Mulhouse AG
– DuFRy Management AG
– DuFRy Corporate AG
– DuFRy holdings & Investments AG
– DuFRy AG
– DuFRy Altay AG
Dufry AG is jointly and severally liable for the value Added
tax owed by this specific group.
the members of the board of Directors of Dufry AG juan
Carlos torres Carretero (Chairman), ernest George
bachrach (vice Chairman) and Steve tadler (member)
representing the interest of Advent International Corpo-
ration and its funds do not hold any shares or share
options on December 31, 2012 or December 31, 2011.
On December 31, 2012, the following members of the board
of Directors and Group executive Committee (including
closely related parties) held the following number of
shares / number of share options (restricted stock units) /
percentage participation in Dufry AG: Mr. Andrés holzer
Neumann, member 2,338,775 / 0 / 7.88% (which includes
2,223,563 shares held by travel Retail Investment SCA); Mr.
james Cohen, member 1,331,687 / 0 / 4.49% (which includes
1,154,677 shares held by hudson Media, Inc.); Mr. joaquín
Moya-Angeler Cabrera, member 6,000 / 0 / 0.02%; Mr.
Mario Fontana, member 6,000 / 0 / 0.02%; Mr. julián Díaz
González, Chief executive Officer 32,100 / 39,941 / 0.24%; Mr.
Andreas Schneiter, Chief Financial Officer 3,000 / 6,600 /
0.03%; Mr. josé Antonio Gea, Global Chief Operating Officer
631 / 26,400 / 0.09%; Mr. Pascal C. Duclos, General Counsel
0 / 21,000 / 0.07%; Mr. Xavier Rossinyol, Chief Operating
Officer Region eMeA & Asia 30,000 / 26,400 / 0.19%; Mr.
René Riedi, Chief Operating Officer Region America I
0 / 10,200 / 0.03%; Mr. josé Carlos Costa da Silva Rosa,
Chief Operating Officer Region America II 0 / 10,200 / 0.03%
and Mr. joseph DiDomizio, Chief Operating Officer Region
united States and Canada 0 / 16,800 / 0.06%.
Page 142
Dufry annual rePort 2012
fInanCIal statements of Dufry ag
On December 31, 2011, the following members of the board
of Directors and Group executive Committee (including
closely related parties) held the following number of
shares / number of share options (restricted stock units) /
percentage participation in Dufry AG: Mr. Andrés holzer
Neumann, member 2,262,125 / 0 / 8.39% (which includes
2,151,913 shares held by Petrus Pte ltd); Mr. james Cohen,
member 1,257,687 / 0 / 4.66% (which includes 1,154,677
shares held by hudson Media, Inc.); Mr. joaquin Moya-
Angeler Cabrera, member 13,390 / 0 / 0.05%; Mr. Mario
Fontana, member 10,000 / 0 / 0.04%; Mr. julián Díaz
González, Chief executive Officer 60,100 / 39,941 / 0.37%;
Mr. Xavier Rossinyol, Chief Financial Officer 45,000 / 26,400 /
0.26%; Mr. josé Antonio Gea, Global Chief Operating Of-
ficer 37,000 / 26,400 / 0.24%; Mr. Pascal C. Duclos, General
Counsel 0 / 21,000 / 0.08%; Mr Dante Marro, Chief Operat-
ing Officer Region europe 0 / 10,200 / 0.04%; Mr. Miguel
Ángel Martínez, Chief Operating Officer Region Africa 8,500 /
10,200 / 0.07%; Mr. René Riedi, Chief Operating Officer Re-
gion eurasia 1,500 / 10,200 / 0.04%; Mr. josé h. González,
Chief Operating Officer Region Central America & Caribbean
0 / 10,200 / 0.04%; Mr. josé Carlos Costa da Silva Rosa, Chief
Operating Officer Region South America 2,000 / 10,200 /
0.05% and Mr. joseph DiDomizio, Chief Operating Officer
Region North America 13,500 / 16,800 / 0.11%. the remaining
members of the board of Directors or the Group executive
Committee had no participation on December 31, 2011.
All these participations are reported in accordance with
the regulations of the Federal Act on Stock exchanges and
Securities trading (SeStA), in force since December 1,
2007, showing the participation (including restricted stock
units) as a percentage of the number of outstanding reg-
istered shares on December 31, 2012 and December 31,
2011, respectively.
8. compensation of members of the board of
directors and Group executive committee
the members of the board of Directors of Dufry AG juan
Carlos torres Carretero (Chairman), ernst George ba-
chrach (vice Chairman) and Steve tadler (member) rep-
resenting the interest of Advent International Corporation
and its funds do not receive any compensation for the
years 2012 or 2011.
In 2012 Dufry paid to its non-executive members of the board
of Directors fees in total amount of ChF 1,350.0 (to Mr. jorge
born, member ChF 150.0; to Mr. Xavier bouton, member
ChF 150.0; to Mr. james Cohen, member ChF 150.0; to Mr.
josé lucas Ferreira de Melo, member ChF 150.0 to Mr.
Mario Fontana, member ChF 200.0; to Mr. Andrés holzer
Neumann, member ChF 200.0; to Mr. Maurizio Mauro,
member ChF 150.0; to Mr. joaquín Moya-Angeler Cabrera,
member ChF 200.0). In addition to these fees Mr. Xavier
bouton received ChF 250.0 for strategic consulting services
provided to the Group during the year. the social charges
related to these fees are calculated in accordance with the
local regulations amounted to ChF 81.8 in total (to Mr. jorge
born, member ChF 9.1; to Mr. Xavier bouton, member ChF
9.1; to Mr. james Cohen, member ChF 9.1; to Mr. josé lucas
Ferreira de Melo, member ChF 9.1; to Mr. Mario Fontana,
member ChF 12.1; to Mr. Andrés holzer Neumann, member
ChF 12.1; to Mr. Maurizio Mauro, member ChF 9.1; to Mr.
joaquín Moya-Angeler Cabrera, member ChF 12.1). Finally,
the total compensation to the non-executive members of
the board of Directors amounted to ChF 1,681.8 in total
(to Mr. jorge born, member ChF 159.1; to Mr. Xavier bouton,
member ChF 409.1; to Mr. james Cohen, member ChF 159.1;
to Mr. josé lucas Ferreira de Melo, member ChF 159.1; to
Mr. Mario Fontana, member ChF 212.1; to Mr. Andrés
holzer Neumann, member ChF 212.1; to Mr. Maurizio
Mauro, member ChF 159.1; to Mr. joaquín Moya-Angeler
Cabrera, member ChF 212.1).
In 2011 Dufry paid to its non-executive members of the
board of Directors fees in total amount of ChF 1,350.0 (to
Mr. jorge born, member ChF 150.0; to Mr. Xavier bouton,
member ChF 150.0; to Mr. james Cohen, member ChF
150.0; to Mr. josé lucas Ferreira de Melo, member ChF
150.0; to Mr. Mario Fontana, member ChF 200.0; to Mr.
Andrés holzer Neumann, member ChF 200.0; to Mr.
Maurizio Mauro, member ChF 150.0; to Mr. joaquín Moya-
Angeler Cabrera, member ChF 200.0). In addition to these
fees Mr. Xavier bouton received ChF 250.0 for strategic
consulting services provided to the Group during the year.
the social charges related to these fees are calculated in
accordance with the local regulations amounted to ChF
81.8 in total (to Mr. jorge born, member ChF 9.1; to Mr.
Xavier bouton, member ChF 9.1, to Mr. james Cohen, mem-
ber ChF 9.1; to Mr. josé lucas Ferreira de Melo, member
ChF 9.1; to Mr. Mario Fontana, member ChF 12.1; to Mr.
Andrés holzer Neumann, member ChF 12.1; to Mr. Maurizio
Mauro, member ChF 9.1; to Mr. joaquín Moya-Angeler
Cabrera, member ChF 12.1). Finally, the total compensation
to the non-executive members of the board of Directors
amounted to ChF 1,681.8 in total (to Mr. jorge born, mem-
ber ChF 159.1; to Mr. Xavier bouton, member ChF 409.1; to
Mr. james Cohen, member ChF 159.1; to Mr. josé lucas
Ferreira de Melo, member ChF 159.1; to Mr. Mario Fontana,
member ChF 212.1; to Mr. Andrés holzer Neumann, mem-
ber ChF 212.1; to Mr. Maurizio Mauro, member ChF 159.1;
to Mr. joaquín Moya-Angeler Cabrera, member ChF 212.1).
In the years 2012 and 2011 there were no other compensa-
tions paid directly or indirectly to active or former members
of the board of Directors and there are also no loans or
guarantees received or provided to these board members,
nor to their related parties.
Page 143
Dufry annual rePort 2012
fInanCIal statements of Dufry ag
In 2012 the eight members of the Group executive Com-
mittee received the following compensation: i) in cash ChF
8,977.0 (basic salary ChF 4,609.7, bonus ChF 3,764.7, allow-
ances in kind ChF 602.6) and ii) as employer’s social charges
ChF 1,035.2, adding up to a total compensation of ChF
10,012.2. these figures include the compensation to Mr.
julián Díaz González, Chief executive Officer of Dufry AG,
who received a compensation: i) in cash ChF 1,966.9 (basic
salary ChF 1,065.9, bonus ChF 867.7, allowances in kind
ChF 33.3) and ii) as employer’s social charges ChF 229.0,
adding up to a total compensation of ChF 2,195.9.
In 2011 the ten members of the Group executive Commit-
tee received the following compensation: i) in cash ChF
8,765.0 (basic salary ChF 4,335.6, bonus ChF 3,647.2,
allowances in kind ChF 782.2) and ii) as employer’s social
charges ChF 1,977.9 and iii) in form of unvested stock
options for the biannual award 2011, i.e. for the years 2011
and 2012 181,541 RSu’s of Dufry AG (for this purposes fully
considered as a compensation 2011), adding up to a total
compensation of ChF 20,747.7. these figures include the
compensation to Mr. julián Díaz González, Chief executive
Officer of Dufry AG, who received a compensation: i) in
cash ChF 1,789.4 (basic salary ChF 912.1, bonus ChF
844.4, allowances in kind ChF 32.9) and ii) as employer’s
social charges ChF 513.2 and iii) in form of unvested stock
options for the biannual award 2011, i.e. for the years 2011
and 2012 39,941 RSu’s of Dufry AG (for this purposes fully
considered as a compensation 2011), adding up to a total
compensation of ChF 4,503.7.
In the years 2012 and 2011 there were no other compensa-
tions paid directly or indirectly to active or former members
of the Group executive Committee, nor to their related
parties and there are also no loans or guarantees received
or provided to these members, nor to their related parties.
For details regarding conditions of Restricted Stock unit
(RSu) Plan refer to note 30 of the consolidated financial
statements.
9. appropriation of available earninGs
In tHousanDs of CHf
Retained earnings
Movement in legal reserves
Net earnings (loss) for the year
available earnings at December 31
to be carried forward
2012
52,227
(28,120)
53,100
77,207
77,207
2011
62,217
15,219
(25,209)
52,227
52,227
Page 144
Dufry annual rePort 2012
fInanCIal statements of Dufry ag
To the General Meeting of
Dufry AG, Basel
Basel, 7 March 2013
Ernst & Young Ltd
Aeschengraben 9
CH-4051 Basel
Phone
Fax
www.ey.com/ch
+41 58 286 86 86
+41 58 286 86 00
Report of the statutory auditor on the financial statements
As statutory auditor, we have audited the financial statements of Dufry AG, Basel, which comprise the
statement of financial position, income statement and notes (pages 138 to 143), for the year ended
31 December 2012.
Board of Directors’ responsibility
The Board of Directors is responsible for the preparation of the financial statements in accordance
with the requirements of Swiss law and the company’s articles of incorporation. This responsibility
includes designing, implementing and maintaining an internal control system relevant to the
preparation of financial statements that are free from material misstatement, whether due to fraud or
error. The Board of Directors is further responsible for selecting and applying appropriate accounting
policies and making accounting estimates that are reasonable in the circumstances.
Auditor’s responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We
conducted our audit in accordance with Swiss law and Swiss Auditing Standards. Those standards
require that we plan and perform the audit to obtain reasonable assurance whether the financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the financial statements. The procedures selected depend on the auditor’s judgment,
including the assessment of the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor considers the internal control
system relevant to the entity’s preparation of the financial statements in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the entity’s internal control system. An audit also includes evaluating
the appropriateness of the accounting policies used and the reasonableness of accounting estimates
made, as well as evaluating the overall presentation of the financial statements. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Opinion
In our opinion, the financial statements for the year ended 31 December 2012 comply with Swiss law
and the company’s articles of incorporation.
Member of the Swiss Institute of Certified Accountants and Tax Consultants
Page 145
Dufry annual rePort 2012
fInanCIal statements of Dufry ag
2
Report on other legal requirements
We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act
(AOA) and independence (article 728 Code of Obligation (CO) and article 11 AOA) and that there are
no circumstances incompatible with our independence.
In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm
that an internal control system exists, which has been designed for the preparation of financial
statements according to the instructions of the Board of Directors.
We further confirm that the proposed appropriation of available earnings complies with Swiss law
and the company’s articles of incorporation. We recommend that the financial statements submitted
to you be approved.
Ernst & Young Ltd
Patrick Fawer
Licensed audit expert
(Auditor in charge)
David Haldimann
Licensed audit expert
Page 146
Dufry annual rePort 2012
otHer InformatIon
inforMation for
inVeStorS anD MeDia
dufry shares
SIX Swiss exchange
Registered shares
DuFN
Ch0023405456
listing
type of security
ticker symbol
ISIN-No.
Swiss Security-No 2340545
DuFN.S
Reuters
DuFN SW
bloomberg
dufry bdrs
listing
type of security
ticker symbol
ISIN-No.
Reuters
bloomberg
bM&FbOveSPA
brazilian Depositary Receipts (bDRs)
DAGb11
bRDAGbbDR008
DAGb11.SA
DAGb11 bZ
investor relations
sara lizi
Manager Investor Relations
Dufry Group
Phone +55 21 2157 9901
sara.lizi@br. Dufry.com
rafael Duarte
Investor Relations
Dufry Group
Phone +41 61 266 45 77
rafael.duarte@ Dufry.com
victor Bento
Investor Relations
Dufry Group
Phone +55 21 2157 9610
victor.bento@br. Dufry.com
dufry senior notes
corporate communications
type of security
Size of issue
Interest rate
Maturity
ISIN-No.
bloomberg
Senior Notes
uSD 500 million
5.5% p.a., paid semi-annually
October 15, 2020
uSl2660RAA25 (Serie ReG S)
uS26433uAA34 (Serie 144A)
DuFSCA
key dates in 2013
April 30, 2013
May 7, 2013
july 31, 2013
November 4, 2013 Results First Nine Months 2013
Annual General Meeting
Results First quarter 2013
Results First half year 2013
lubna Haj Issa
Corporate Communications
Dufry Group
Phone +41 61 266 44 46
lubna.haj-issa@ Dufry.com
mario rolla
Corporate Communications
Dufry Group
Phone +55 21 2157 9611
mario.rolla@br. Dufry.com
Page 147
Dufry annual rePort 2012
otHer InformatIon
aDDreSS DetailS of
HeaDQUarterS
corporate headquarters
reGion emea & asia
Dufry ag
hardstrasse 95
4020 basel
Switzerland
Phone +41 61 266 44 44
Dufry management
buckhauserstrasse 11
8048 Zurich
Switzerland
Phone +41 61 266 44 44
reGion america i
Dufry america, Inc.
10300 N.W. 19th Street Suite 114
Miami / Fl 33172
Mailing Address: Miami / Fl 33222, uSA
Phone +1 305 591 1763
reGion america ii
Dufry do Brasil Duty free shop ltda
Rua da Assembléia, 51
Centro, Rio de janeiro – Rj
brazil – 20011-001
Phone +55 21 2157 9695
reGion united states & canada
Hudson group
One Meadowlands Plaza
east Rutherford, Nj 07073
P.O. box 226170, uSA
Phone +1 201 939 5050
Page 148
Dufry annual rePort 2012
fInanCIal rePort
this Annual Report contains certain forward-looking statements, which can be identified by terms like “believe”, “assume”, “expect” or
similar expressions, or implied discussions regarding potential new projects or potential future revenues, or discussions of strategy,
plans or intentions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause
actual results to be materially different from any future results, performance or achievements expressed or implied by such statements.
All forward-looking statements are based only on data available to Dufry at the time of preparation of this Annual Report. Dufry does
not undertake any obligation to update any forward-looking statements contained in this Annual Report as a result of new information,
future events or otherwise.
Publisher Dufry AG, basel
Concept, Production tolxdorff & eicher Consulting, horgen
Design MetaDesign, Zurich
Print Druckerei Feldegg, Schwerzenbach
© Dufry ltd 2013
Global
preSence
eMea & aSia
aMerica i
aMerica ii
armenia: Yerevan
czech republic: Prague
france: Nice, Martinique, Guadeloupe
Greece: Diagoras, Eptanisos,
on-board of ferries of Blue-Star
or Superfast
italy: Milan, Rome, Bergamo,
Genoa, Naples, Turin, Venice, Verona
netherlands: Amsterdam
serbia: Belgrade
spain: Tenerife
switzerland: Basel-Mulhouse,
Samnaun
russia: Moscow
algeria: Algiers
egypt: Sharm-el-Sheikh, Assyud,
Borg El Arab
Ghana: Accra
ivory coast: Abidjan
morocco: Casablanca, Marrakech,
Agadir, Dakhla, Essaouira, Fez,
Nador, Oujda, Rabat, Tanger
tunisia: Tunis, Djerba, Monastir,
Sfax, Tabarka, Tozeur
united arab emirates: Sharjah
india: New Delhi
china: Shanghai, Beijing, Chengdu
cambodia: Phnom Penh, Siem Reap
argentina: Buenos Aires,
Corboda, Mendoza, Bariloche
caribbean islands:
Dominican Republic, Puerto Rico,
Aruba, Antigua, Bahamas, Barbados,
Bonaire, Curaçao, Grand Turk,
Grenada, Jamaica, St Kitts, St Lucia,
St Maarten, St Thomas, Trinidad
ecuador: Guayaquil
honduras: Roatan
mexico: Mexico City, Acapulco,
Algodones, Cancun, Cozumel,
Guadalajara, Ixtapa, Laredo, Leon,
Los Cabos, Mahahual, Mazatlan,
Monterrey, Nogales, Progreso,
Puerto Vallarta, Reynosa
nicaragua: Managua, El Espino,
Guasaule, Las Manos, Peñas Blancas
uruguay: Montevideo, Punta del Este
cruise lines: on-board of ships of
Norwegian Cruise Lines
bolivia: La Paz, Santa Cruz
brazil: Rio de Janeiro, São Paulo,
Brasília, Belém, Belo Horizonte,
Campinas, Curitiba, Florianopolis,
Fortaleza, Natal, Porto Alegre,
Recife, Salvador
UniteD StateS & canaDa
canada: Vancouver, Calgary,
Edmonton, Halifax
united states: Over 50 cities
including Albuquerque, Anchorage,
Baltimore, Birmingham, Boston,
Charleston, Chicago, Cleveland,
Dallas, Denver, Ft Lauderdale,
Houston, Las Vegas, Los Angeles,
Manchester, Memphis, Miami,
Nashville, New Orleans, New York,
Newark, Norfolk, Omaha, Orlando,
Philadelphia, Phoenix, Pittsburg,
Portland, Raleigh, Richmond,
Rochester, San Francisco, San José,
Seattle, Washington