• No se han encontrado resultados

Programas para minorías en los medios españoles

CAPÍTULO 4. LA INMIGRACIÓN ES NOTICIA

5. P ROGRAMAS ESPECÍFICOS : UNA VENTANITA A LA DIVERSIDAD

5.2 Programas para minorías en los medios españoles

1. DESCRIPTION OF BUSINESS AND BASIS OF PREPARATION

On 28 January 2011, Sara Lee Corporation (“Sara Lee” or “Parent”) announced that its board of directors (the “Board of Directors”) agreed in principle to divide Sara Lee into two separate, publicly traded companies (the “Separation”), identifying its international coffee and tea operations as one of the two publicly traded companies. Under the Separation plan, Sara Lee will spin off its international coffee and tea operations into a new Dutch holding company (“DutchCo”).

To effectuate the Separation, Sara Lee intends to distribute all of the shares of common stock of a wholly owned subsidiary (“CoffeeCo”). CoffeeCo is a Delaware corporation that at the time of the distribution, as the result of various transactions, will indirectly hold 100% of the assets and liabilities associated with Sara Lee’s international coffee and tea operations. Subsequent to the distribution of its shares of common stock, CoffeeCo will merge with a wholly owned subsidiary of DutchCo, with CoffeeCo surviving the merger as a wholly owned subsidiary of DutchCo. To accomplish the merger, DutchCo will exchange its ordinary shares for the previously distributed shares of CoffeeCo common stock. Upon consummation of the merger, DutchCo’s exchange agent will distribute the ordinary shares of DutchCo on a pro rata basis to the holders of Sara Lee common stock, who will also be the beneficial owners of CoffeeCo common stock following the distribution. As a result of the

distribution, Sara Lee shareholders will own, on a proportionate basis consistent with their ownership in Sara Lee, 100% of DutchCo’s outstanding ordinary shares. After the Separation, DutchCo will be an independent, publicly traded company. The Separation will not require a vote by Sara Lee shareholders and is intended to be tax-free to DutchCo, CoffeeCo and Sara Lee for U.S. federal income tax purposes.

Throughout these combined financial statements, the international coffee and tea operations that will be separated from Sara Lee are referred to as the “Group.” These combined financial statements were authorised for issuance on 1 March 2012 by the board of directors of DutchCo.

Nature of Business—The Group consists of global operations with headquarters in the Netherlands. It offers innovative coffee and tea products that are well-known in retail and out of home markets across Europe, Brazil, Australia and Thailand. The Group’s business is currently organised into three operating segments: Retail—Western Europe, Retail—Rest of World and Out of Home.

Within the Retail—Western Europe and Retail—Rest of World segments, the Group’s principal products are roast and ground multi-serve coffee, roast and ground single-serve coffee pads and capsules, instant coffee and tea. The Group sells its products predominantly to supermarkets, hypermarkets and through international buying groups.

In the Out of Home segment, the Group offers a full range of hot beverage products but focuses on its liquid roast products and related coffee machines. The Group’s products are sold either directly to businesses, hotels, hospitals and restaurants or to foodservice distributors for distribution to the customer. The Out of Home segment strives to offer a total coffee solution, depending on its customers’ needs.

The Group’s fiscal year ends on the Saturday closest to 30 June. Fiscal year 2010 was a 53-week year and 2011 and 2009 were 52-week years. References throughout these combined financial statements to fiscal year 2011 represent the period as of 2 July 2011 and for the fiscal year then ended; references to fiscal year 2010 represent the period as of 3 July 2010 and for the fiscal year then ended; references to fiscal year 2009 represent the period as of 27 June 2009 and for the fiscal year then ended; and references to the opening balance sheet are as of 29 June 2008.

Basis of Preparation

The Group has prepared these combined financial statements in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and in conformity with IFRS as adopted by the European Union. The Group has applied IFRS 1, First-Time Adoption of International Financial Reporting Standards (“IFRS 1”) in its adoption of IFRS. The transition date (“Transition Date”) is 29 June 2008, which is the opening balance sheet date of fiscal year 2009. The Group has applied IFRS standards effective for the period ended as of 2 July 2011 to all years presented in these combined financial statements. The Group has never prepared financial statements or financial information on the basis of preparation presented herein. Prior to the Group’s first-time adoption of IFRS, it reported financial information to Sara Lee in accordance with accounting principles generally accepted in the United States.

The Group applied certain optional exemptions and certain mandatory exceptions as applicable for first-time IFRS adopters. Estimates made by the Group in preparing its first IFRS financial statements reflect the facts and circumstances which existed at the time such estimates were made. Accordingly, the estimates made by the Group to prepare these combined financial

The following optional exemptions of IFRS 1 have been applied:

• IFRS 1 provides relief from full retrospective application that would require restatement of all business combinations prior to the Transition Date. The Group has applied IFRS 3 (revised 2008), Business Combinations (“IFRS 3R”), prospectively from the Transition Date. Therefore, business combinations occurring prior to the Transition Date have not been restated. • IFRS 1 permits cumulative translation gains and losses to be reset to zero upon transition to IFRS. The Group elected to

reset cumulative foreign currency translation gains and losses to zero in opening Parent’s net investment at the Transition Date.

• In accordance with the exemption under IFRS 1, the Group has elected to only account for share-based awards not vested at the Transition Date under IFRS 2, Share-based Payment.

IFRS 1 provides relief from retrospectively applying International Accounting Standard (“IAS”) 19, Employee Benefits, for the recognition of actuarial gains and losses. In line with this exemption, the Group elected to set all cumulative actuarial gains and losses included in Parent’s net investment to nil.

Since the Group has not previously prepared financial statements, the combined financial statements do not include any IFRS 1 first-time adoption reconciliations.

The financial information with respect to the international coffee and tea business is reflected in the individual legal entities that comprise the Group. These combined financial statements have been prepared from the accounting records of Sara Lee and reflect the cash flows, revenues, expenses, assets, and liabilities of these individual legal entities. Because the separate legal entities that comprise the Group were not held by a single legal entity prior to Separation, Parent’s net investment is shown in lieu of shareholders’ equity in these combined financial statements. Parent’s net investment represents the cumulative net investment by Sara Lee in the Group through that date. The impact of transactions between the Group and Sara Lee that were not historically settled in cash are also included in Parent’s net investment.

The Group includes legal entities that are responsible for and have managed certain liabilities associated with a branded apparel business (“Branded Apparel”) that was disposed prior to fiscal 2009. These liabilities, which include pension, medical claims and environmental obligations, are therefore reflected in the combined financial statements of the Group along with any related expenses incurred during the financial statement periods presented herein. In addition, as of the Separation, we will have legal responsibility for certain liabilities unrelated to our coffee and tea business that are not reflected in our combined financial statements. The liabilities that we will assume include certain legal claims and tax reserves and indemnifications, as well as pension obligations.

During the periods presented, the Group functioned as part of the larger group of companies controlled by Sara Lee, and accordingly, Sara Lee performed certain corporate overhead functions for the Group. These functions include, but are not limited to, executive oversight, legal, finance, human resources, internal audit, financial reporting, tax planning and investor relations. The costs of such services have been allocated to the Group based on the most relevant allocation method to the service provided, primarily based on relative percentage of revenue or headcount. Management believes such allocations are reasonable; however, they may not be indicative of the actual expense that would have been incurred had the Group been operating as a separate entity apart from Sara Lee. The cost allocated for these functions is included in selling, general and administrative expenses in the combined income statements for the historical periods presented. A complete discussion of the Group’s relationship with Sara Lee, together with the cost allocations, is included in Note 27 to the combined financial statements.

As the Group did not operate as a stand-alone entity in the past, these combined financial statements may not be indicative of the Group’s future performance and do not necessarily reflect what its combined results of operations, financial position and cash flows would have been had the Group operated as a separate entity apart from Sara Lee during the periods presented. Change in the combined financial statements

As noted above, the Group will assume liabilities from Sara Lee at Separation, including certain legal claims, tax reserves and indemnifications and pension obligations. The Group was previously defined to include these liabilities and, as a result, they were reflected in the historical combined financial statements of the Group that were issued on 1 March, 2012. The basis of preparation has been modified to exclude these liabilities from the definition of the Group. As these liabilities will be assumed at Separation, they will only be included in the Group’s financial statements at that time. As a result, the Group’s financial

statements and notes thereto were revised to exclude these liabilities and all associated impacts.

The change in the basis of preparation did not have any impact on the combined income statements. The change to other and total comprehensive income relates primarily to the impact of retirement benefit obligations that were removed with the remaining amount due to a change in currency translation. The impact on the Group’s combined statement of cash flows is due to the removal of cash payments for pensions and provisions, which are now reflected within parent’s net investment as a financing cash flow.

The following table provides a summary of the effect of this change (in thousands of euro):

Fiscal 2011 Fiscal 2010 Fiscal 2009 Opening Balance Sheet Previous Revised Previous Revised Previous Revised Previous Revised COMBINED BALANCE SHEET

Non current assets:

Deferred income tax assets... 60,156 53,074 68,371 60,928 62,175 56,187 61,397 50,184 Retirement benefit assets... 12,970 12,796 900 632 3,525 2,989 3,673 3,537

Parent’s net investment:

Parent’s net investment ... 3,314,912 3,503,852 2,690,541 2,743,790 3,019,753 3,050,725 2,937,528 2,990,968 Other comprehensive income (loss) ... (205,551) (192,091) (218,558) (188,548) (225,738) (213,934) (34,673) (33,650)

Noncurrent liabilities:

Retirement benefit obligations... 72,319 32,256 165,566 106,015 122,641 78,950 178,106 124,163 Deferred income tax liabilities ... 35,542 35,780 38,273 38,432 3,451 3,548 2,754 2,876 Provisions... 57,673 33,905 38,189 34,183 44,360 44,360 36,300 36,300 Other noncurrent liabilities... 83,712 52,630 57,372 54,872 54,411 52,531 55,306 53,442

Current liabilities:

Income taxes payable ... 298,090 186,014 261,600 236,678 209,772 206,096 117,855 107,878 Provisions... 41,623 38,718 31,593 31,443 35,931 35,781 17,115 16,965

Documento similar