for the six-month period ended 30 June 2011

Transcription

1 Distribuidora Internacional de Alimentación, S.A. and Subsidiaries Interim Condensed Consolidated Financial Statements and Directors Report (together with Limited Review Report thereon) for the six-month period ended 30 June 2011 (Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.)

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4 INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Distribuidora Internacional de Alimentación, S.A. and Subsidiaries for the six-month period ended 30 June 2011 I II III IV V VI Consolidated Statements of Financial Position Consolidated Income Statements Consolidated Statements of Comprehensive Income Consolidated Statements of Changes in Equity Consolidated Statements of Cash Flows Notes to the Consolidated Financial Statements 1 Corporate information 2 Basis of presentation 3 Information on operating segments 4 Property, plant and equipment 5 Intangible assets 6 Investments accounted for using the equity method 7 Financial assets 8 Other assets 9 Inventories 10 Cash and cash equivalents 11 Disposal groups classified as held for sale and discontinued operations 12 Equity 13 Financial liabilities 14 Provisions 15 Tax assets and liabilities and income tax 16 Share-based payment plans 17 Income and expenses 18 Commitments and contingencies 19 Related parties 20 Other information 21 Events after the balance sheet date

5 Consolidated statements of financial position (1/2) at 30 June 2011 and 31 December 2010 (Expressed in thousands of Euros) ASSETS Notes June 31 December Property, plant and equipment 4 1,622,241 1,597,421 Goodwill , ,435 Other intangible assets ,797 45,419 Investments accounted for using the equity method 6 2, Non-current financial assets ,665 51,665 Deferred tax assets 15 29,031 29,283 Consumer loans by finance companies 7.1 2,591 3,191 Non-current assets 2,177,790 2,141,522 Inventories 9 554, ,303 Trade and other receivables , ,983 - Trade receivables from Group companies 13,448 26,536 - Other trade and other receivables 201, ,447 Consumer loans by finance companies 7.1 5,014 5,634 Deferred tax assets 15 47,718 38,392 Other current financial assets ,917 21,615 Other assets 8 14,096 11,097 Cash or cash equivalents , ,842 Current assets 1,097,302 1,111,866 TOTAL ASSETS 3,275,092 3,253,388

6 Consolidated statements of financial position (2/2) at 30 June 2011 and 31 December 2010 (Expressed in thousands of Euros) EQUITY AND LIABILITIES Notes June 31 December Capital ,934 3,899 Share premium , ,533 Reserves Reserves 12.3 (665,874) (565,396) Profit for the year 6, ,149 Translation differences 5,336 4,594 Other equity instruments 16,792 16,504 Equity attributable to equityholders of the Parent 49, ,283 Non-controlling interests 12.7 (8,744) (7,794) Total equity 40, ,489 Non-current borrowings ,669 27,994 - Group companies - 12,217 - Financial institutions 12,023 12,332 - Other non-current borrowings 3,646 3,445 Provisions , ,433 Deferred tax liabilities 15 19,975 10,377 Non-current liabilities 240, ,804 Current borrowings , ,459 - Group companies 855, ,159 - Financial institutions 54,517 32,633 - Other current borrowings Trade and other payables ,716,134 1,726,110 - Trade and other payables to group companies 15,452 11,695 - Other trade and other receivables 1,700,682 1,714,415 Refinancing of consumer loans Current tax liabilities 15 62,796 76,473 Current income tax liabilities 15 28,169 23,489 Other financial liabilities ,l ,537 Liabilities directly associated with non-current assets held for sale 11 2,105 2,547 Current liabilities 2,993,866 2,608,095 TOTAL EQUITY AND LIABILITIES 3,275,092 3,253,388

7 Consolidated income statements for the six-month periods ended 30 June 2011 and 2010 (Expressed in thousands of Euros) INCOME STATEMENT Notes June 30 June (unrevised) Sales 3 4,785,795 4,671,010 Other income ,628 37,192 TOTAL INCOME 4,837,423 4,708,202 Goods and other consumables used 17.2 (3,848,951) (3,738,608) Personnel expenses 17.3 (395,862) (396,867) Operating expenses 17.4 (415,599) (387,797) Depreciation and amortisation, and impairment 17.5 (125,367) (126,765) Gains/losses on disposal of fixed assets 17.6 (7,275) (21,309) RESULTS FROM OPERATING ACTIVITIES 44,369 36,856 Finance income ,194 5,186 Finance expenses 17.7 (17,060) (9,233) Profit/(loss) of companies accounted for using the equity method (300) PROFIT BEFORE TAX OF CONTINUING OPERATIONS 31,838 32,509 Income tax 15 (27,144) (42,984) PROFIT AFTER TAX OF CONTINUING OPERATIONS 4,694 (10,475) Profit/(loss) after tax of discontinued operations 11 - (8,393) NET PROFIT 4,694 (18,868) PROFIT/(LOSS) FOR THE YEAR ATTRIBUTABLE TO EQUITYHOLDERS OF THE PARENT 6,770 (15,859) PROFIT/(LOSS) ON CONTINUING OPERATIONS 4,694 (10,475) LOSSES ON DISCONTINUED OPERATIONS - (6,716) Profit/(loss) on continuing operations attributable to noncontrolling interests (2,076) (1,332) Loss on discontinued operations attributable to noncontrolling interests - (1,677) Basic and diluted earnings per share, in Euros Profit on continuing operations 0.01 (0.02) Profit/(loss) on discontinued operations - (0.00) Profit for the year 0.01 (0.02)

8 Consolidated Statements of Comprehensive Income for the six-month periods ended 30 June 2011 and 2010 (Expressed in thousands of Euros) Thousands of Euros 30 June June 2010 (unrevised) Net profit/(loss) for the period 4,694 (18,868) Other comprehensive income: Translation differences of financial statements of foreign operations 1,774 1,270 1,774 1,270 Cash flow hedges Tax effect (62) (151) Transfers to the consolidated income statement 1,919 1,623 Total comprehensive income for the period, net of income tax 6,613 (17,245) Attributed to: Equityholders of the Parent 7,657 (13,717) Non-controlling interests (1,044) (3,528) 6,613 (17,245)

9 Consolidated Statements of Changes in Equity for the six-month periods ended 30 June 2011 and 2010 (Expressed in thousands of Euros) Equity attributable to holders of Parent company equity instruments Thousands of Euros Registered capital Share premium Reserves and accumulated profits Cash flow hedges Translation differences Other equity instruments Equity attributable to the Parent Minority interests Total equity At 1 January , ,533 (54,525) (94) 1,678 11, ,105 (6.242) Net profit/(loss) for the period - - (15,859) (15,859) (3.009) (18.868) Other comprehensive income, net of income tax ,789-2,142 (519) Translation differences of financial statements of foreign operations ,789-1,789 (519) Cash flow hedges Total comprehensive income for the period - - (15,859) 353 1,789 - (13,717) (3.528) (17.245) Transactions with equity holders or owners - - (1.134) - - 2, Issuance of share-based payments (Note 15) ,080 2, Cancellation of share-based payments (Note 15) - - (1,134) (1,134) - (1.134) At 30 June 2010 (unrevised figures) 3, ,533 (71,518) 259 3,467 13, ,334 (9.770) At 1 January , ,533 (443,247) (20) 4,594 16, ,283 (7.794) Net profit/(loss) for the period - - 6, ,770 (2.076) Other comprehensive income, net of income tax Translation differences of financial statements of foreign operations Cash flow hedges Total comprehensive income for the period - - 6, ,657 (1.044) Transactions with equity holders or owners 64,035 (230,376) (222,627) (388,825) 94 ( ) Issuance of shares (Note 11.1) 64,035 (64,035) Distribution of dividends (Note 16.5) - (166,341) (202,259) (368,600) - ( ) Issuance of share-based payments (Note 15) ,332 2, Cancellation of share-based payments (Note 15) - - 2, (3,870) (1,131) - (1.131) Additions to fully consolidated companies (Note 2) - - (23,107) - - 1,681 (21,426) 94 (21.332) At 30 June , ,157 (659,104) 125 5,336 16,667 49,115 (8.744)

10 Consolidated Statements of Cash Flows for the six-month periods ended 30 June 2011 and 2010 (Expressed in thousands of Euros) In thousands of Euros Notes 30 June June 2010 (unrevised) Operating activities PROFIT BEFORE TAX OF CONTINUING OPERATIONS 31,838 32,509 Loss before tax of discontinued operations - (8,218) Profit before income tax 31,838 24,291 Adjustments for: 182, ,515 Depreciation and amortisation, and impairment of fixed assets , ,765 Loss on disposal of fixed assets ,275 21,309 Finance income 17.7 (4,194) (5,186) Finance expenses ,060 9,233 Net provisions (reversals) and grants 21,875 21,314 Depreciation of logistics assets included in merchandise used 15,101 14,812 Other adjustments in discontinued operations - 4,268 Adjustments to working capital: (37,846) 33,098 Changes in trade and other receivables (33,622) (78,454) Changes in inventories (14,058) (25,593) Changes in trade and other payables (11,205) 70,018 Changes in consumer loan and refinancing commitments 140 (2,498) Changes in other assets 16, Changes in other liabililities 4,130 62,601 Changes in assets and liabilities held for sale - 6,179 Cash flows from operating activities 176, ,904 Investing activities Acquisition of intangible assets 5.2 (1,884) (4,966) Acquisition of property, plant and equipment 4 (177,148) (160,739) Acquisition of financial instruments (52,470) (5,333) Disposals of property, plant and equipment ,223 3,474 Interest received 3,516 5,186 Cash and cash equivalents as a result of changes in Group structure Cash flows used in investing activities (225,861) (162,378) Financing activities Dividends distributed to shareholders of the Parent (368,600) - Borrowings made (repaid) 352,090 (105,678) Interest paid (16,844) (9,233) Cash flows used in financing activities (33,354) (114,911) Net changes in cash and cash equivalents (82,739) (27,385) Exchange gains 2,341 3,421 Cash and cash equivalents at 1 January 316, ,778 Cash and cash equivalents at 30 June 236, ,814

11 Explanatory Notes to the Interim Condensed Consolidated Financial Statements for the six-month period ended 30 June CORPORATE INFORMATION Distribuidora Internacional de Alimentación, S.A. (the "Parent" or DIA ) was incorporated in Spain on 24 July 1996 as a public limited liability company, for an unlimited period. Its registered offices are located in Madrid. On 25 March 2011, the sole owner, exercising the powers designated to shareholders at an annual general meeting, approved the amendment to the statutory activity of DIA in the following terms: The Company s statutory activity comprises the following activities in Spain and abroad: a) The whole or retail sale of food products and any other consumer goods in both domestic and foreign markets. b) Corporate services aimed at the sale of telecommunication products and services, particularly telephony services, through collaboration agreements with suppliers of telephony products and services. These cooperative services shall include the sale of telecommunication products and services, as permitted by the applicable legislation. c) Activities related to internet-based marketing and sales, and sales through any other electronic medium of all types of legally tradable products and services, especially food and household products, small electrical appliances, multimedia and IT products, photography equipment and telephony products, sound and image products and all types of services through internet or any other electronic medium d) Wholesale and retail travel agency activities including, inter alia, the organisation and sale of package tours. e) Retail distribution of petrol, operation of service stations and retail sale of fuel to the public. f) The acquisition, ownership, use, management, administration and disposal of equity instruments of resident and non-resident companies in Spain through the concomitant management of human and material resources. g) The management, coordination, advisory and support of investees and companies with which the Parent works under franchise and similar contracts h) Deposit and storage of goods and products of all types, both for the Company and for other companies. The Parent opened its first establishment in Madrid in Its principal activity is the retail sale of food products through owned or franchised self-service stores under the DIA brand name. At 30 June 2011 the Parent and its subsidiaries were part of the Carrefour Group, the Parent of which is Carrefour, S.A., domiciled in Paris. As mentioned in notes 12 and 21, on 1 July 2011 Carrefour, S.A. acquired all the shares representing the capital of DIA from the group company Norfin Holder, S.L. As a result, Carrefour, S.A., which until that date had indirectly held the total share capital of Dia through its subsidiary Norfin Holder, S.L. became the direct shareholder of this Company. On 5 July 2011 the Dia shares were distributed to the shareholders holding Carrefour, S.A. shares at the close of business the previous day and the DIA, S.A. shares were floated on the Spanish Stock Exchanges. Consequently, the DIA Group ceased to form part of the Carrefour Group. Nevertheless, for the purpose of preparing these financial statements, Carrefour Group companies were considered part of the Group. 1

12 2. BASIS OF PRESENTATION 2.1. Basis of presentation of consolidated financial statements The Parent s directors have prepared these interim condensed consolidated financial statements for the sixmonth period ended 30 June 2011 from the accounting records of Distribuidora Internacional de Alimentación, S.A. and consolidated companies using the International Financial Reporting Standards endorsed by the European Union ( IFRS-EU ) in accordance with Regulation (EC) No. 1606/2002 of the European Parliament and of the Council, on a historical cost basis, except for derivative financial instruments, which have been measured at fair value, and investments in associates, carried using the equity method, to give a true and fair view of the consolidated equity and consolidated financial position of Distribuidora Internacional de Alimentación, S.A. and subsidiaries at 30 June 2011 and of its consolidated results, consolidated cash flow and changes in consolidated equity for the six-month period then ended. The DIA Group has adopted the latest versions of all applicable standards issued by the IASB and endorsed by the European Union Regulation Committee whose application is mandatory as at 30 June The interim condensed financial statements have been prepared using figures for the six-month periods ended 30 June 2011 and 2010, except for the statement of financial position, which is presented at 30 June 2011 and 31 December Distribuidora Internacional de Alimentación, S.A. is the Parent of a group of subsidiaries (hereinafter the DIA Group or the Group) which have been fully consolidated. The following changes were made to the consolidated group and/or consolidation method used during the first six months of 2011: % of investment Company Registered office Activity 30 June Dec 2010 Proved SAS (*) Annecy Wholesale and retail distribution of consumer products Voiron Distribucion (*) Annecy Wholesale and retail distribution of consumer products Campus DIA (**) Annecy Training Erteco (***) Vitry sur Seine Management and licences and trademark Bladis SA (***) Chateaurenard Trading of fruits and vegetables (*) At 31 December 2010, Proved SAS and its wholly-owned subsidiary Voiron Distribución were accounted for using the equity method. At 30 June 2011, these companies were fully consolidated as a result of the control held over them since 1 January (**) Campus DIA commenced activities in (***) On 2 May ED SAS acquired all the shares of Erteco, SA and its subsidiary Bladis SAS from Carrefour SA. for Euros 40,000 thousand. This investment is accounted for using the equity method (see note 6). Details of assets and liabilities acquired in the business combination of Erteco, S.A. are as follows: In thousands of Euros Property, plant and equipment 3 Investments accounted for using the equity method 2,596 Deferred tax assets 143 Non-current financial assets 3 Non-current assets 2,745 Trade and other receivables 2,478 Other current financial assets 30,462 Current tax assets 608 Cash and cash equivalents 10 Current assets 33,558 TOTAL ASSETS 36,303 Deferred tax liabilities 1 Provisions 193 Non-current liabilities 194 Trade and other payables 1,754 Other financial liabilities 4 Current tax liabilities 15,777 Current liabilities 17,535 TOTAL LIABILITIES 17,729 2

13 At the date of acquisition of the interest in Erteco, S.A., both companies were part of the Carrefour Group and therefore the operation was considered a transaction under common control. In accordance with EU-IFRS standards for combinations of businesses under common control, the Group has opted to measure the assets and liabilities of the acquired businesses at their carrying amount and have been recognised at this amount in the consolidated annual accounts of the Carrefour Group at the date of acquisition. Consequently, the difference between the amount paid and the carrying amount of the net assets acquired was adjusted in equity attributed to the Parent at the amount calculated as follows: In thousands of Euros Price paid 40,000 Value of net assets acquired (18,574) Equity adjustments 21,426 The Group s performance for the six month periods does not differ from the historical consolidated results. Historically, sales for the first six months of each year represent approximately % of the Group s annual sales. The figures contained in the documents comprising these consolidated financial statements are expressed in thousands of Euros, unless otherwise indicated. The functional and presentation currency is the Euro Significant Accounting Principles The interim condensed consolidated financial statements for the first six months of 2011 were prepared by the DIA Group applying the same accounting principles and measurement criteria described in Note 2.4 of the consolidated financial statements for the years ended 31 December 2010, 2009 and 2008, with the exception of the application of the following standards and interpretations published in the Official Journal of the European Union at the date of issue of these interim condensed consolidated financial statements: Approved standards and interpretations which take effect from 1 January 2011 These interim condensed consolidated financial statements at 30 June 2011 were prepared applying all the standards and interpretations which took effect on 1 January 2011 and the amendments to these standards had no impact on the comparative financial statements and no restatements were required. Approved standards and interpretations which take effect from 1 January 2012 At the date of preparation of the accompanying interim condensed consolidated financial statements, the following standards have been issued by the IASB but have not yet been adopted by the European Union. The Group expects to adopt these standards as of 1 January 2012 or thereafter: - IAS 19 Employee benefits. Effective for annual periods beginning on or after 1 January Pending adoption by the EU. - IFRS 9 Financial instruments. Effective for annual periods beginning on or after 1 January Pending adoption by the EU. - IFRS 10 Consolidated financial statements. Effective for annual periods beginning on or after 1 January Pending adoption by the EU. - IFRS 13 Fair value measurement. Effective for annual periods beginning on or after 1 January Pending adoption by the EU. - Amendments to IAs 12 Recovery of underlying assets. Effective for annual periods beginning on or after 1 January Pending adoption by the EU. The DIA Group is analysing the possible impact of the application of these standards. 3

14 3. INFORMATION ON OPERATING SEGMENTS For management purposes, the Group is organised into business units based on the countries where it operates and has three reporting segments as follows: Segment 1: Iberia (Spain and Portugal) Segment 2: France Segment 3: Emerging Countries (Turkey, Brazil, Argentina and China) Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating profit or loss and is measured consistently with operating profit or loss in the consolidated financial statements. However, group financing (including finance costs and finance income) and income taxes are managed on a group basis and are not allocated to operating segments. Transfer prices between operating segments are on an arm s length basis similar to transactions with third parties. A breakdown of key segment data in the income statement is as follows: Segment 1 - Iberia - Segment 2 - France- Segment 3 - Emerging markets - Thousands of Euros Consolidated At 30 June 2011 Net sales (1) 2,413,997 1,206,166 1,165,632 4,785,795 EBITDA (2) 166,109 36,582 16, ,731 % sales 6.9% 3.0% 1.4% 4.6% At 30 June 2010 (unrevised figures) Net sales (1) 2,424,295 1,277, ,557 4,671,010 EBITDA (2) 151,848 38,681 7, ,543 % sales 6.3% 3.0% 0.7% 4.2% (1) Consolidation eliminations in net sales only include those in segment 1 for 556 thousand in the first six months of 2011 and 4,401 thousand in the first six months of (2) Adjusted EBITDA = operating profit before amortization, depreciation and impairment, profit on fixed assets and other restructuring income and expenses included in operating expenses. However, the depreciation of logistics assets is reflected in adjusted EBITDA and included in goods and other consumables used. Key segment data included in the statements of financial position are as follows: Thousands of Euros At 30 June 2011 Segment 1 - Iberia - Segment 2 - France- Segment 3 Emerging markets - Consolidated Non-current assets 1,159, , ,284 2,177,790 Liabilities 1,780, , ,043 3,234,721 Liabilities associated with assets held for sale 2, ,105 At 31 December 2010 Non-current assets 1,168, , ,742 2,141,522 Liabilities 1,477, , ,003 2,830,899 Liabilities associated with assets held for sale 2, ,547 4

15 Transfers between segments 1 and 2 during the first six months of 2011 amounted to Euros 76 thousand for services provided by the Parent (first six months of 2010: Euros 18 thousand). Similarly, during this period in 2011 sales between segments 1 and 3 amounted to Euros 556 thousand (first six months of 2010: Euros 4,401 thousand) and services provided by the Parent during the first six months of 2011 amounted to Euros 1,625 thousand (first six months of 2010: Euros 5,076 thousand). A breakdown of sales by country is as follows: Thousands of Euros 30 June June 2010 (unrevised) Spain 2,025,190 2,026,135 Portugal 388, ,160 France 1,206,166 1,277,158 Argentina 306, ,220 Brazil 571, ,083 Turkey 208, ,839 China 79,303 76,415 Total 4,785,795 4,671,010 5

16 4. PROPERTY, PLANT AND EQUIPMENT Details of property, plant and equipment and movements are as follows: Thousands of Euros Land Buildings Technical installations, machinery and other fixed assets Total Cost At 1 January , ,735 2,260,690 3,157,501 Additions , , ,739 Disposals (497) (4,269) (131,419) (136,185) Transfers 1,400 14,498 (16,376) (478) Translation differences 3,365 11,832 29,310 44,507 At 30 June 2010 (unrevised figures) 184, ,341 2,287,999 3,226,084 Additions , , ,276 Disposals (457) (3,705) (120,442) (124,604) Transfers 1,502 (1,629) (7,305) (7,432) Other movements ,670 Translation differences (771) (3,684) (11,741) (16,196) At 1 January , ,945 2,252,436 3,197,398 Additions 150 9, , ,148 Disposals (69) (3,008) (141,761) (144,838) Transfers 1,208 11,905 (13,113) - Translation differences (969) (4,984) (19,156) (25,109) Additions to fully consolidated companies - 1,475 6,999 8,474 At 30 June , ,407 2,253,329 3,213,073 Depreciation At 1 January (174,741) (1,319,907) (1,494,648) Depreciation for the year - (13,730) (110,254) (123,984) Disposals - 1, , ,564 Transfers - (3,007) 3, Other movements - (2,088) (12,838) (14,926) Translation differences - (1,996) (14,898) (16,894) At 30 June 2010 (unrevised figures) - (193,961) (1,344,864) (1,538,825) At 1 January (198,912) (1,362,786) (1,561,698) Depreciation for the year - (13,599) (108,769) (122,368) Disposals , ,902 Transfers - (4,118) 4,118 - Other movements - (2,128) (12,397) (14,525) Translation differences ,428 11,349 Additions to fully consolidated companies - (230) (1,679) (1,909) At 30 June (217,149) (1,338,100) (1,555,249) Impairment At 1 January (8,743) (21,895) (30,638) Provisions - (148) - (148) Applications - - 1,437 1,437 Translation differences - - (583) (583) At 30 June 2010 (unrevised figures) - (8,891) (21,041) (29,932) At 1 January (14,454) (23,825) (38,279) Disposals ,510 2,312 Translation differences At 30 June (13,541) (22,042) (35,583) Carrying amount At 30 June , , ,187 1,622,241 At 1 January , , ,825 1,597,421 At 30 June 2010 (unrevised figures) 184, , ,094 1,657,327 At 1 January , , ,888 1,632,215 6

17 Additions in the first six months of 2011 are mainly store enlargement, upgrades and refurbishments to adapt them to the new DIA MAXI and DIA MARKET brands in Spain for a total of Euros 54,945 thousand (first six months of 2010: Euros 52,151 thousand) and to the adaptations to the DIA format of the former ED stores in France amounting to Euros 85,834 thousand (first six months of 2010: Euros 78,114 thousand). Disposals in the first six months of 2011 essentially comprised the items replaced during the aforementioned upgrades of which Euros 6,284 thousand, net of depreciation, related to Spain (first six months of 2010: Spain, Euros 8,591 thousand and France, Euros 12,848 thousand). Finance leases The Group has acquired the following items of property, plant and equipment under finance leases and hire purchase contracts: 30 June December 2010 Accumulated Accumulated Thousands of Euros Cost depreciation Cost depreciation Land 10,141-22,942 - Buildings 27,755 (13,286) 39,476 (15,280) Technical installations, machinery and other fixed assets 10,150 (9,978) 11,602 (11,110) Total 48,046 (23,264) 74,020 (26,390) Finance leases are for certain commercial premises at which the principal activity of the Group is carried out. None of these premises are individually significant. Disposals relate to similar contracts that expired during the first half of the year in Spain, for which the purchase options with carrying amounts totalling Euros 21,919 thousand have been exercised. Future minimum lease payments under finance leases, together with the present value of the net minimum lease payments, are as follows: 30 June December 2010 Thousands of Euros Minimum lease payments Present value Minimum lease payments Present value Less than one year ,854 1,788 One to five years Total minimum lease payments and present values 1,387 1,342 2,399 2,313 Less current portion (968) (933) (1,854) (1,788) Total non-current Future minimum lease payments are reconciled with their present value as follows: Thousands of Euros 30 June December 2010 Future minimum lease payments 1,231 2,194 Purchase option Unaccrued finance expenses (49) (86) Present value 1,342 2, INTANGIBLE ASSETS 5.1. Goodwill Goodwill by operating segment before aggregation at 30 June 2011 and 31 December 2010 is as follows: Thousands of Euros 30 June December 2010 Spain 219, ,356 France 134, ,858 Portugal 39,754 39,754 Turkey 18,904 21,467 Total 412, ,435 7

18 During the first six months of 2011, no significant changes were reported in these items in the statement of financial position. The changes in Turkey derive from the translation differences between the Turkish Lira and the Euro. Furthermore, no changes were made to the main assumptions used to test goodwill for impairment at 31 December 2010, nor were any indicators of impairment identified which could require a new impairment test Other intangible assets Details of other intangible assets during the six-month periods ended 30 June 2011 and 2010 and movements are as follows: Industrial property Computer software Other intangible assets Thousands of Euros Leaseholds Total Cost At 1 January ,543 22,413 18,832 82,865 Additions - 1,161 3, ,966 Disposals - (958) (734) (59) (1,751) Transfers Translation differences At 30 June 2010 (unrevised figures) 77 41,746 25,839 19,410 87,072 At 1 January ,190 27,364 24,667 91,298 Additions , ,884 Disposals - (364) (25) (37) (426) Transfers - (887) (1) (177) (1,065) Translation differences - - (138) (78) (216) Full consolidation At 30 June ,814 28,871 24,410 92,172 Amortisation At 1 January 2010 (7) (16,576) (17,179) (3,789) (37,551) Amortisation - (1,349) (2,211) (298) (3,858) Disposals Transfers - - (63) - (63) Other movements - - (13) (134) (147) Translation differences (218) (209) At 30 June 2010 (unrevised figures) (7) (17,459) (18,749) (4,384) (40,599) At 1 January 2011 (7) (17,592) (21,129) (4,803) (43,531) Amortisation - (592) (2,110) (297) (2,999) Disposals Transfers (72) Other movements - - (32) (115) (147) Translation differences (91) 149 Full consolidation - - (19) - (19) At 30 June 2011 (77) (18,132) (23,030) (4,938) (46,177) Impairment At 1 January (1,635) (1,635) Provisions (212) (212) Translation differences (1) (1) At 30 June 2010 (unrevised figures) (1,848) (1,848) At 1 January (2,348) (2,348) Disposals At 30 June (2,198) (2,198) Carrying amount At 30 June ,682 5,841 17,274 43,797 At 1 January ,598 6,235 17,516 45,419 At 30 June 2010 (unrevised figures) 70 24,287 7,090 13,178 44,625 At 1 January ,967 5,234 13,408 43,679 8

19 Additions in these periods mainly comprise investments in software in Spain and France (2011: Euros 1,645 thousand; 2010: Euros 3,720 thousand) and key money in France for new store openings (2011: Euros 125 thousand; 2010: Euros 1,161 thousand). 6. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD At 30 June 2011 Proved SAS and Voiron Distribución (solely owned by the former) have been fully consolidated, whereas at 31 December 2010 they were accounted for using the equity method (see note 2.1). At 30 June 2011, the investment in Bladis SA (a subsidiary of Erteco SA acquired by the DIA Group on 2 May 2011) has been accounted for using the equity method (see note 2.1) Movement in investments accounted for using the equity method during the first six months of 2011 is as follows: Thousands of Euros Balance at 31/12/ Share in profits 335 Additions to consolidated group 2,596 Non-consolidation for change in method (108) Balance at 30/06/2011 2,931 These companies are not listed. Key segment data of Bladis SA at 30 June 2011 are as follows: Thousands of Euros 30 June 2011 Assets 21,734 Equity 3,593 Profit for the period 2, FINANCIAL ASSETS Details of financial assets included in the consolidated statement of financial position are as follows: Thousands of Euros 30 June December 2010 Non-current assets Consumer loans by finance companies 2,591 3,191 Non-current financial assets 64,665 51,665 Current assets Consumer loans by finance companies 5,014 5,634 Trade and other receivables 215, ,983 Other current financial assets 23,917 21,615 TOTAL 311, ,088 9

20 7.1. Consumer loans by finance companies The balances relate to loans given by group company FINANDIA EFC to individual residents in Spain calculated at amortised cost, which does not differ from fair value. The effective interest rate of credit card receivables ranged from 0% for customers who pay upfront to a variable nominal rate of 2.16% per month in 2011 (2010: between 0% for customers who pay upfront to 2.18%). This rate may be revised for the revolving credit based on the interest rate published by the European Central Bank on the last working day of the previous calendar quarter as the average interbank rate for 3- month non-transferable deposits made in the money market plus a spread. Interest and similar income from these assets recognised in the consolidated income statement for the first six months of 2011 amounted to Euros 928 thousand (2010: Euros 1,153 thousand) Trade and other receivables Details of trade and other receivables are as follows: Thousands of Euros 30 June December 2010 Trade receivables 201, ,447 Receivables from Group companies 13,448 26,536 Total trade and other receivables 215, ,983 a) Trade and other receivables Trade and other receivables basically comprise balances receivable from franchisees and concessionaires for sales of goods. The collection period for trade receivables generally ranges from 2 to 10 days. This item also includes the balances receivable from suppliers for non-trading income and similar items. The growth in this item compared to December 2010 derives basically from the increase in receivables from suppliers in Spain (Euros 14,661 thousand), France (Euros 14,614 thousand) and Portugal (Euros 9,078 thousand). The Group has factoring lines of credit which amounted to Euros 5,355 thousand at 30 June 2011 (31 December 2010: Euros 6,900 thousand), of which no amount had been drawn down at that date (31 December 2010: Euros 4,600 thousand). b) Receivables from group companies Receivables from group companies mainly comprise the Group s credit balances with Carrefour World Trade, which amounted to Euros 13,031 thousand at 30 June 2011 (31 December 2010: Euros 17,052 thousand). At 30 June 2011, this caption also includes the credit balance with DIA Hellas, A.E. for Euros 211 thousand (Euros 9,484 thousand at 31 December 2010). These accounts earn interest at market rates. c) Impairment At 30 June 2011, full provision was made for trade receivables initially amounting to Euros 19,949 thousand (31 December 2010: Euros 15,318 thousand). Movements in the provision for impairment of receivables are as follows: Thousands of Euros 30 June June 2010 (unrevised) At 1 January (15,318) (11,338) Provisions (9,682) (1,552) Reversals 4,825 1,662 Additions to consolidated group (6) - Translation differences 232 (71) At 30 June (19,949) (11,299) 10

21 7.3. Current and non-current financial assets Details of financial assets are as follows: Thousands of Euros 30 June December 2010 Guarantees 35,355 34,366 Equity instruments 2,972 2,922 Loans to personnel 3,776 4,880 Other loans 1, Trade receivables maturing in over one year 17,180 13,170 Loans on disposal of fixed assets 2 12 Other assets 27,781 17,756 Total other financial assets 88,582 73,280 Less current portion 23,917 21,615 Total non-current 64,665 51,665 The most significant variation is in other assets, which include Euros 7,125 thousand in arrangement commissions paid for the concession of the Euros 1,050,000 thousand syndicated loan (see note 21). Trade receivables maturing in over one year also increased by Euros 4,010 thousand compared to 2010, as a result of financing extended to franchisees for initial orders of goods in Spain. 8. OTHER ASSETS Details of other assets are as follows: 30 June December 2010 Thousands of Euros Current Current Prepayments for operating leases 10,610 7,086 Prepayments for guarantees Other prepayments 3, Total other assets 14,096 11, INVENTORIES Details of inventories are as follows: Thousands of Euros 30 June December 2010 Goods for resale Other supplies Total inventories The increase in this item derives mainly from the Euros 6,833 thousand growth in supplies held in Turkey because of the opening of new stores in that country, and the Euros 7,892 thousand increase in supplies in France. 11

22 10. CASH AND CASH EQUIVALENTS Details of cash and cash equivalents are as follows: Thousands of Euros 30 June December 2010 Cash and balances in current accounts 177, ,103 Other cash equivalents 59, ,739 Total 236, ,842 The changes are mainly in cash equivalents, deriving from the cancellation by the Group of all or part of the deposits at less than three months amounting to Euros 90,679 thousand at 31 December 2010 in Brazil, Portugal and Turkey. The balance at 30 June 2011 related solely to Portugal. 11. DISPOSAL GROUPS CLASSIFIED AS HELD FOR SALE AND DISCONTINUED OPERATIONS In 2009, the Group decided to discontinue its business in Greece and sell DIA HELLAS, A.E., which managed the chain in that country. The sale was made in the second six months of The results of this discontinued operation in the income statement for the first six months of 2010 are as follows: 30 June 2010 Thousands of Euros (unrevised) Income 165,728 Expenses (173,942) Gross profit (8,214) Finance expenses (4) Profit or loss before tax of discontinued operations (8,218) Income tax: Related to current profit/(loss) (175) Loss of discontinued operations (8,393) On 9 January 2008, the Group recognised certain assets and liabilities as held for sale of Twins Alimentación, S.A. and Pe-tra, Servicios a la Distribución, S.L. based on the agreements reached by the Management Committee. Practically all these items were disposed of in 2008, 2009 and Details of these assets and liabilities classified as held for sale are as follows: Thousands of Euros 30 June December 2010 Technical installations and machinery Other fixed assets - 7 Total fixed assets Impairment (161) (624) Carrying amount - - Provision for onerous contracts (2.105) (2.547) Derecognition of these assets during the six-month period ended 30 June 2011 did not lead to any loss as impairment valuation allowances had been made for the total amount. No movements were recorded for these assets during the first six months of During the period ended 30 June 2011, provisions of Euros 442 thousand for onerous contracts were utilised (2010: Euros 432 thousand). 12

23 12. EQUITY Capital On 25 March 2011, Norfin Holder, S.L., the Parent s sole owner, approved an increase in the capital of DIA of Euros 64,034, with a charge to the share premium. As a result, the share capital of DIA totalled Euros 67,933,600, represented by 679,336,000 ordinary shares of Euros 0.10 par value each. This increase in share capital was carried out with charge to the share premium. The shares are subscribed and fully paid up, with the same voting and dividend rights. They are not listed at 30 June 2011 and may be freely transferred. The shareholders of Carrefour, S.A. at their annual general meeting held on 21 June 2011 approved the distribution of the shares representing the total share capital of DIA as dividends to the shareholders of Carrefour S.A. and the floatation of the DIA shares on the Spanish Stock Exchanges (see note 21) Share premium In 2004, a share premium of Euros 847,736 thousand was recognised on a capital increase that was subscribed and fully paid by the French company Erteco SAS, through a non-monetary contribution of 39,686 shares representing 100% of its investment in another French company, ED SAS, measured at fair value in the annual accounts of the Parent.. The share premium also includes Euros 797 thousand deriving from a capital increase in As indicated above, the share premium was reduced by Euros 64,034, following the decision of the Parent s sole owner to increase capital with a charge to this reserve. At 30 June 2011 the reserve was reduced by Euros 166,341 thousand to Euros 618,157 thousand on distribution of extraordinary dividends.. At 30 June 2011 the share premium is subject to the same restrictions and may be used for the same purposes as the Parent s voluntary reserves, including conversion into share capital Reserves and retained earnings Details of reserves and retained earnings are as follows: Thousands of Euros 30 June December 2010 Legal reserve Goodwill reserve 5,666 3,826 Other reserves (672,320) (570,002) Profit attributable to equityholders of the Parent 6, ,149 Total (659,104) (443,247) Other equity holder contributions The amounts reflect obligations in share-based payment transactions to be settled in equity instruments of Carrefour, S.A. (see Note 16) Dividends paid and proposed The distribution of the Parent s profit for 2010, ultimately approved by the sole shareholder on 25 March 2011, is as follows: Basis of allocation Euros Profit for the year 202,803, Distribution Goodwill reserve 1,840, Other reserves 200,963, Total 202,803, The distribution of an extraordinary dividend of Euros 368,600,000 was approved on 23 June Euros 166,341,000 of this dividend was charged to the share premium and Euros 202,259,000 to voluntary reserves. 13

24 12.6. Earnings per share Basic earnings per share are calculated by dividing net profit for the six-month periods ended 30 June 2011 and 2010 attributable to the Parent by the weighted average number of ordinary shares outstanding during the period. During the first six months of 2010, the number of shares remained unchanged at 648,717 shares but increased to 679,336,000 during the same period in 2011, as discussed in note Basic and diluted earnings per share, in Euros 30 June June 2010 (unrevised) Average number of shares (*) 679,336, ,336,000 Profit/(loss) for the period, in thousands of Euros 6,770 (15,859) Profit/(loss) per share, in Euros 0.01 (0.02) (*) Retroactive adjustment, in accordance with accounting legislation. There are no equity instruments that could have a dilutive effect on earnings per share. Therefore, diluted earnings per share are equal to basic earnings per share Non-controlling interests Details of non-controlling interests at 30 June 2011 and 2010 are as follows: Thousands of Euros DIA Sabanci Supermarketleri Ticaret Anonim Siketi Non-controlling interests Dia Hellas, A.E. Proved SAS (*) Total At 1 January 2010 (4,171) (2,071) - (6,242) Net profit for the period (1,333) (1,677) - (3,010) Other comprehensive income for the year, net of tax (517) (1) - (518) At 30 June 2010 (unrevised) (6,021) (3,749) - (9,770) At 1 January 2011 (7,794) - - (7,794) Net profit for the period (1,619) - (457) (2,076) Other comprehensive income for the year, net of tax 1, Additions to fully consolidated companies At 30 June 2011 (8,381) - (363) (8,744) (*) Accounted for using the equity method in the financial statements until 31 December 2010 (see note 2.1). 13. FINANCIAL LIABILITIES Details of financial liabilities in the statements of financial position at 30 June 2011 and 31 December 2010 are as follows: Thousands of Euros 30 June December 2010 Non-current liabilities Non-current borrowings 15,669 27,994 Current liabilities Current borrowings 911, ,459 Trade and other payables 1,716,134 1,726,110 Refinancing of consumer loans Other financial liabilities 273, ,537 Total financial liabilities 2,916,465 2,533,580 14

25 13.1. Borrowings Details of borrowings are as follows: Thousands of Euros 30 June December 2010 Finance lease payables Other payables to group companies - 12,217 Mortgage loan 6,503 7,506 Bank loan 5,108 4,301 Bills payable - 5 Guarantees and deposits received 3,646 3,440 Total non-current borrowings 15,669 27,994 Finance lease payables 930 1,788 Other payables to group companies 855, ,159 Mortgage loan 1,718 1,691 Bank loan Credit facilities drawn down 51,095 28,985 Guarantees and deposits received Total current borrowings 911, ,459 Non-current borrowings - other payables to group companies comprise the loans extended by the various Carrefour China companies to the DIA Group companies in that country. At 30 June 2011 these loans do not have a non-current portion as they are classified as current. Current borrowings other payables to group companies include mainly Carrefour Finance, S.A. s current accounts with the DIA Group, which bear interest at market rates. These current accounts were increased by Euros 348,740 thousand during the first six months of This increase is mainly to cover the distribution of the extraordinary dividend of Euros 368,600 thousand. These current accounts bear interest at market rates. The Euros 200,000 thousand loan extended to the Parent by this company on 21 December 2010, which bore interest at an annual rate of 2.018% (six-month Euribor %) and was due in six months, had been repaid. The mortgage loan includes an agreement and a subsequent extension The loan is secured by a building owned by the subsidiary Twins Alimentacion, S.A. which has a carrying amount of Euros10,729 thousand at 30 June 2011 (Euros 10,883 thousand at 31 December 2010). This loan agreement includes annual nominal interest at a fixed market rate of 6.250%.and maturity in 2013 and the extension includes interest at a nominal rate of 5.070%, and maturity in The Group has arranged credit policies and discount lines with a credit limit at 30 June 2011 of Euros 210,080 thousand (31 December 2010: Euros 270,300 thousand), of which Euros 51,095 thousand had been drawn down (31 December 2010: Euros 28,985 thousand). The main increases in the amounts drawn down on the credit facilities originated in Turkey (Euros 20,159 thousand) and Brazil (Euros 3,230 thousand). The maturities of borrowings are as follows: Thousands of Euros 30 June December 2010 Less than 1 year 911, ,459 1 to 2 years 3,127 9,185 3 to 5 years 4,435 12,207 Over 5 years 8,107 4,698 Undetermined maturity - 1,904 Total 926, ,453 15

26 13.2. Trade and other payables Details of trade and other payables are as follows: Thousands of Euros 30 June December 2010 Suppliers 1,527,347 1,534,101 Suppliers, group companies 3,372 5,356 Trade payables 173, ,314 Trade payables, group companies 12,080 6,339 Total trade and other payables 1,716,134 1,726,110 Suppliers and trade payables essentially include the current payables to suppliers of goods and services, including those carried out through accepted giro bills and promissory notes. Trade and other payables do not bear interest. Payables, group companies reflect the Parent s debt with Carrefour S.A. The Group had reverse factoring facilities at 30 June 2011 with a limit of Euros 748,920 thousand (31 December 2010: Euros 773,600 thousand), of which Euros 192,030 thousand had been used (2010: Euros 240,300 thousand) Other financial liabilities Details of other financial liabilities are as follows: Thousands of Euros 30 June December 2010 Personnel 124, ,607 Suppliers of fixed assets 124,247 83,221 Other current liabilities 24,687 30,709 Total other financial liabilities 273, , PROVISIONS Details of provisions are as follows: 01 January 2010 Translation differences Charges Applications Reversals Transfers Additions to fully consolidated companies 30 June 2010 (unrevised) Thousands of Euros Provisions for long-term employee benefits under defined benefit plans 5, (293) ,844 Taxes, legal contingencies and social security contributions 167,335 1,174 21,316 (3,909) (1,383) ,533 Other provisions 3, ,272 (309) (789) - - 3,699 Total provisions 176,195 1,413 23,151 (4,511) (2,172) , January 2011 Translation differences Charges Applications Reversals Transfers Additions to fully consolidated companies 30 June 2011 Thousands of Euros Provisions for long-term employee benefits under defined benefit plans 4,903 (40) 1,251 (441) (147) (2) 192 5,716 Taxes, legal contingencies and social security contributions 176,038 (412) 23,688 (4,112) (1,697) 1, ,991 Other provisions 3,492 (223) 1,150 (277) (298) ,504 Total provisions 184,433 (675) 26,089 (4,830) (2,142) 2, ,211 16

27 14.1. Provisions for long-term employee benefits under defined benefit plans The Group s contributions to several defined benefit pension plans as long-service bonuses for employees amounted to Euros 5,997 thousand at 30 June 2011 (31 December 2010: Euros 5,167 thousand); of which Euros 281 thousand were externalised at 30 June 2011 and 31 December 2010, as required by legislation in Spain. Movement in the present value of defined benefit obligations in the income statement is as follows: Thousands of Euros 30 June June 2010 (unrevised) Service costs Finance costs Expected rate of return on financial assets (11) - Other (130) - Total expenses/(income) Liabilities recognised for defined benefit pension plans in the statement of financial position are as follows: Thousands of Euros 30 June December 2010 Defined benefit obligations 5,997 7,142 Unrecognised actuarial adjustments - (1,975) Fair value of current assets (281) (264) Total provisions 5,716 4,903 The movements in the consolidated statement of financial position are as follows: Thousands of Euros Amount Provision at 01/01/2011 4,903 Impact on profits 663 Changes in consolidated group 193 Translation differences (41) Other (2) Provision at 30/06/2011 5, Taxes, legal contingencies and social security contributions This provision mainly includes risks deriving from tax inspections and at 30 June 2011 amounted to Euros 174,293 thousand (31 December 2010: Euros 159,359 thousand). The growth in the balance of this provision during the first six months of 2011 compared to 2010 year end was mainly the result of the adjustment for accrued interest, amounting to Euros 1,991 thousand in Spain and Euros 936 thousand in France. An additional charge of Euros 16,330 thousand was made in France in connection with the lawsuit over the rounding off of VAT to Euro decimals. 17