DE Master Blenders 1753 (DEMBF) 20-F 2012 FY Annual report (foreign)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

¨ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended                    

OR

x TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from July 1, 2012 to December 31, 2012

OR

¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-54841

D.E MASTER BLENDERS 1753 N.V.

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

The Netherlands

(Jurisdiction of incorporation or organization)

Oosterdoksstraat 80

1011 DK Amsterdam

The Netherlands

+31 20-558-1753

(Address of principal executive offices)

Robin Jansen Vice President Investor Relations Oosterdoksstraat 80 1011 DK Amsterdam The Netherlands +31 20-558-1753 Investor-relations@DEMB.com Onno van Klinken General Counsel and Corporate Secretary Oosterdoksstraat 80 1011 DK Amsterdam The Netherlands + 31 20-558-1753 corporate.secretary@DEMB.com

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Not applicable

Securities registered or to be registered pursuant to Section 12(g) of the Act.

Not applicable

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

Title of each class	Name of each exchange on which registered
Ordinary shares, par value €0.12 per share	NYSE Euronext Amsterdam

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 594,859,274 common shares

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act    ¨  Yes    No  x

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    ¨  Yes    No  x

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days.    x  Yes    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    ¨  Yes    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act

x  Large accelerated filer                        ¨  Accelerated filer                        ¨  Non-accelerated filer

Indicate by checkmark which basis of accounting the registrant has used to prepare the financial statements included in this filing

            ¨  U.S. GAAP x  International Financial Reporting Standards as issued by the International Accounting Standards Board ¨  Other            

If “other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.    ¨  Item 17    ¨  Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes    No  x

TABLE OF CONTENTS

		Page
Item 1	Identity of Directors, Senior Management and Advisors		1
Item 2	Offer Statistics and Expected Timetable		1
Item 3	Key Information		1
Item 4	Information on the Company		1
Item 4A	Unresolved Staff Comments		1
Item 5	Operating and Financial Review and Prospects		2
Item 6	Directors, Senior Management and Employees		17
Item 7	Major Shareholders and Related Party Transactions		17
Item 8	Financial Information		17
Item 9	The Offer and Listing		18
Item 10	Additional Information		19
Item 11	Quantitative and Qualitative Disclosure about Market Risk		19
Item 12	Description of Securities other than Equity Securities		19
Item 13	Defaults, Dividend Arrearages and Delinquencies		20
Item 14	Material Modifications to the Rights of Security Holders and Use of Proceeds		20
Item 15	Controls and Procedures		21
Item 16A	Audit Committee Financial Expert		21
Item 16B	Code of Ethics		21
Item 16C	Principal Accountant Fees and Services		21
Item 16D	Exemptions from the Listing Standards for Audit Committees		21
Item 16E	Purchases of Equity Securities by the Issuer and Affiliated Purchasers		21
Item 16F	Change in Registrant’s Certifying Accountant		21
Item 16G	Corporate Governance		21
Item 16H	Mine Safety Disclosure		21
Item 17	Financial Statements		22
Item 18	Financial Statements		F-1
Item 19	Exhibits		II-1
	Signatures		II-2

i

PRESENTATION OF CERTAIN INFORMATION

D.E MASTER BLENDERS 1753 N.V. is referred to in this Transition Report on Form 20-F as “D.E MASTER BLENDERS” and D.E MASTER BLENDERS together with its member companies are together referred to as the “D.E MASTER BLENDERS Group” or the “Group”. For such purposes, “member companies” means, in relation to D.E MASTER BLENDERS 1753 N.V., those companies that are required to be consolidated 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. References to the “NYSE Euronext Amsterdam” are to NYSE Euronext in Amsterdam. References to the “SEC” are to the Securities and Exchange Commission.

In this Transition Report on Form 20-F, references to “EUR”, “euro” and “€” are to the lawful currency of the member states of the European Monetary Union that have adopted the single currency in accordance with the Treaty establishing the European Community, as amended by the Treaty on European Union. References to “$”, “USD”, “US$” and “US dollars” are to the lawful currency of the United States of America, references to “GBP”, “pound sterling” and the “UK pound” are to the lawful currency of the United Kingdom, references to “AUD”, “A$” and “Australian dollars” are to the lawful currency of Australia and references to “BRL”, “R$” and “Brazilian real” are to the lawful currency of the Federative Republic of Brazil.

Unless the context otherwise requires, all references herein to “we”, “our”, “us”, “the Company” and refer to D.E MASTER BLENDERS (i) after the conversion of D.E MASTER BLENDERS B.V. from a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) to a public company with limited liability (naamloze vennootschap) and following the separation, and (ii) prior to the separation of D.E MASTER BLENDERS on June 28, 2012 from the Sara Lee Corporation, they refer to Sara Lee Corporation’s international coffee and tea businesses. All references herein to “Hillshire Brands Company”, “Hillshire”, “Sara Lee Corporation” and “Sara Lee” refer to Hillshire Brands Company, which was formerly known as Sara Lee Corporation. All references herein to the distribution refer to the distribution to the shareholders of Hillshire of all of the shares of common stock of DE US, Inc. All references herein to the merger refer to the merger of a wholly owned subsidiary of D.E MASTER BLENDERS with and into DE US, Inc. pursuant to which each outstanding share of DE US, Inc. common stock was exchanged for one ordinary share of D.E MASTER BLENDERS and DE US, Inc. became a subsidiary of D.E MASTER BLENDERS. All references herein to the spin-off or separation refer to the merger, distribution and other transactions contemplated thereby, collectively.

ii

FORWARD LOOKING STATEMENTS

This Transition Report includes forward-looking statements. All statements other than statements of historical fact included in this Transition Report regarding our business, financial condition, results of operations and certain of our plans, objectives, assumptions, projections, expectations or beliefs with respect to these items and statements regarding other future events or prospects, are forward-looking statements. These statements include, without limitation, those concerning: the expected benefits of the separation from Sara Lee Corporation; our access to credit markets; and the funding of pension plans. These statements may be preceded by terms such as “expects,” “anticipates,” “projects” or “believes.” In addition, this Transition Report includes forward-looking statements relating to our potential exposure to various types of market risks, such as commodity price risks, foreign exchange rate risks, interest rate risks and other risks related to financial assets and liabilities. We have based these forward-looking statements on our management’s current view with respect to future events and financial performance. These forward-looking statements are based on currently available competitive, financial and economic data, as well as management’s views and assumptions regarding future events, and are inherently uncertain. Although we believe that the estimates reflected in the forward-looking statements are reasonable, such estimates may prove to be incorrect. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, among other things, ongoing trends in the marketplace that affect the price and demand for the Company’s products, the cost and availability of raw materials as well as those listed in the section entitled “Risk Factors” in Item 3D in our Annual Report on Form 20-F filed on October 11, 2012.

We urge you to read the section of this Transition Report entitled “Operating and Financial Review and Prospects,” and the sections entitled “Risk Factors,” “Industry Overview” and “Business Overview” in our Annual Report on Form 20-F filed on October 11, 2012 for a discussion of the factors that could affect our future performance and the industry in which we operate. Additionally, new risk factors can emerge from time to time, and it is not possible for us to predict all such risk factors. Given these risks and uncertainties, you should not place undue reliance on forward-looking statements as a prediction of actual results.

All forward-looking statements included in this Transition Report are based on information available to us on the date of this Transition Report. We undertake no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by applicable law. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained throughout this Transition Report.

MARKET, ECONOMIC AND INDUSTRY DATA

In this Transition Report, we make certain statements regarding our competitive and market position. We believe these statements to be true based on market data, industry statistics and publicly available information. Information regarding markets, market size, market share, market position, growth rates and other industry data pertaining to our business contained in this Transition Report consists of estimates based on data and reports compiled by professional organizations and analysts, on data from other external sources, and on our knowledge of our sales and markets. The information in this Transition Report that has been sourced from independent sources has been accurately reproduced and, as far as we are aware and able to ascertain from the information published by that independent source, no facts have been omitted that would render the reproduced information inaccurate or misleading. We have not independently verified these data or determined the reasonableness of the assumptions used by their compilers, nor have data from independent sources been audited in any manner. In many cases, including with respect to information regarding our competitive position in the Out of Home market, there is no readily available external information (whether from trade associations, government bodies or other organizations) to validate market-related analyses and estimates, requiring us to rely on internally developed estimates, which have not been verified by any independent sources. All of the assumptions, estimates and expectations underlying our statements have been based on careful analysis and are our reasonable beliefs.

iii

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

Not applicable

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable

ITEM 3. KEY INFORMATION

3A Selected financial data

Not applicable

3B Capitalization and indebtedness

Not applicable

3C Reasons for the offer and use of proceeds

Not applicable

3D Risk factors

Not applicable

ITEM 4. INFORMATION ON THE COMPANY

4A History and development of D.E MASTER BLENDERS

Not applicable

4B Business overview

Not applicable

4C Organizational Structure

Not applicable

4D Property, Plants and Equipment

Not applicable

ITEM 4A. UNRESOLVED STAFF COMMENTS

Not applicable

1

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

OPERATING AND FINANCIAL REVIEW

The following information should be read in conjunction with the unaudited condensed consolidated interim financial statements for the six-month periods ended December 31, 2012 and December 31, 2011 included elsewhere in this Transition Report. Our unaudited condensed consolidated interim financial statements are prepared in accordance with IAS 34, Interim Financial Reporting as issued by the International Accounting Standards Board and adopted by the European Union. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Such statements are based upon current expectations that involve risks and uncertainties. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. For example, the words “believes”, “anticipates”, “plans”, “expects”, “intends” and similar expressions are intended to identify forward-looking statements. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that might cause such a discrepancy include, but are not limited to, those discussed in “Liquidity and Capital Resources” below and in “Risk Factors” in our Annual Report on Form 20-F filed on October 11, 2012. All forward-looking statements in this Transition Report are based on information available to us as of the date of this Transition Report and we assume no obligation to update any such forward-looking statements. See “Forward Looking Statements.”

As discussed in Note 1 of our unaudited condensed consolidated interim financial statements included in this Transition Report, our previously issued unaudited condensed consolidated financial statements for the six-month period ended December 31, 2011 were restated for accounting irregularities and certain other adjustments involving our Brazilian operations. The accounting irregularities identified in the Brazil operations included the overstatement of accounts receivable due to the failure to write-off uncollectible customer discounts, improper recognition of sales revenues prior to shipments to customers, the understatement of provisions for various litigation issues, unsupported expenses reversals and postponements, moving inventory out of warehouses that were about to be verified by internal and external auditors, the failure to write-off obsolete inventory and other inventory valuation issues. The financial information for the six-month period ended December 31, 2011 included in this operating and financial review section is based on these restated financial statements.

Overview

We are a leading, focused pure-play coffee and tea company that offers an extensive range of high-quality, innovative coffee and tea products that are well-known in retail and out of home markets across Europe, Brazil, Australia and Thailand. Our business is currently organized into three operating segments, Retail—Western Europe, Retail—Rest of World and Out of Home.

Within our Retail—Western Europe and our Retail—Rest of World segments, our principal products are roast and ground multi-serve coffee, roast and ground single-serve coffee pads and capsules, instant coffee and tea. We sell these products predominantly to supermarkets, hypermarkets and through international buying groups. In our Out of Home segment, we offer a full range of hot beverage products but focus on our liquid roast products and related coffee machines. Our products and the related machines in the Out of Home segment are sold either directly to businesses, hotels, hospitals and restaurants or to foodservice distributors for distribution to the customer.

In our Retail—Western Europe segment, our multi-serve coffee is principally sold under the following brands:Douwe Egberts in the Netherlands, Belgium, the United Kingdom and Greece,L’OR andMaison du Café in France,Marcilla in Spain,Merrild in Denmark,Kanis & Gunnink in the Netherlands,Jacqmotte in Belgium andBravo in Greece. Our coffee pads are principally sold under the brand nameSenseo, which is generally co-branded, such asDouwe Egberts Senseo andMaison du Café Senseo, in the Netherlands, Belgium, France, Germany and Spain and select other countries. Capsules are brandedL’OR EspressO in France, the Netherlands, Belgium andL’aRôme EspressO in Spain, endorsed by the local brands such asMaison du Café,Douwe Egberts andMarcilla, respectively. Our instant coffee is sold under theDouwe Egberts brand in the United Kingdom and under local brands in certain of our Western European markets. Our tea is sold under the brand namesPickwick in the Netherlands, Belgium and Denmark andHornimans in Spain. Retail—Western Europe covers the following countries: the Netherlands, Belgium, France, Spain, Denmark, Greece, Germany and the United Kingdom.

In our Retail—Rest of World segment, our multi-serve coffee is principally sold under the following brands:Pilão,Caboclo,Damasco andMoka in Brazil,Harris in Australia,Prima in Poland andOmnia in Hungary. Our instant coffee is primarily sold under theMoccona brand in Australia and Thailand. Capsules are brandedL’OR EspressO in Australia. Our tea is sold under the brand namePickwick in the Czech Republic and Hungary andTea Forté in the USA. Retail—Rest of World covers the following countries: Brazil, Hungary, the Czech Republic, Poland, Australia, New Zealand, Thailand, Baltics and South Africa, Russia and USA.

2

Our Out of Home segment is a global operation; however the main contribution comes from the Netherlands. Approximately half of our Out of Home sales are made directly to businesses, hospitals, hotels and restaurants, while we also work with distributors who distribute our product to the customer in certain markets. Through ourCafitesse umbrella brand, we offer a line of products to be used in the liquid roast machines that we sell, lease or provide free of charge to our customers. Additionally, through ourPiazza D’Oro brand we offer premium espresso coffee products and machines. We develop the proprietary coffee machines in-house and employ suppliers to produce the machines. We also employ service technicians in most of our major markets who we train to service our machines in the field.

Our senior management reviews the performance of each segment individually, based on segment sales and adjusted EBIT. Segment adjusted EBIT represents segment operating profit excluding the impact of restructuring charges and restructuring-related costs, costs associated with Sara Lee’s branded apparel business or any other business disposed prior to fiscal 2009, impairments, gains and losses on the sale of non-strategic assets, curtailment and past service costs and other costs management believes are unrelated to our underlying business. In addition, we do not allocate certain sales and costs to the segments. These unallocated items include the sale of green coffee beans to third parties, corporate overhead costs and unrealized mark-to-market gains and losses on commodity derivative financial instruments.

Key factors affecting results of operations

Our results of operations are driven by a combination of factors affecting our industry as a whole and various operating factors specific to us. The following is an overview of the key factors affecting our results during the periods presented.

Commodity prices. The most significant cost item in the production of coffee products is the price of green coffee beans, which are purchased from farmers and coffee bean vendors in various countries around the world. Green coffee is subject to volatile price fluctuations. The price of green coffee fluctuates based upon various factors including, but not limited to, weather, real or perceived shortages, the political climate in the producing nations, competitive pressures, currency fluctuations and speculation in the commodities markets.

We manage the risk associated with commodity price fluctuations through the use of commodity options and futures. Through these derivative options and futures, we are able to fix a portion of our price for anticipated future deliveries of green coffee for a specified period of time. On average we fix prices for deliveries to our European operations for an advanced period of up to six to nine months. This period is six to eight weeks in case of deliveries to our Brazilian operation. As a result of our risk management strategy, there is a lag between a change in the commodity market prices and the impact on our results.

The increase in gross profit in the first half of fiscal 2013 compared to the first half of fiscal 2012 was largely driven by the substantial drop in green coffee Arabica prices and by mix.

Foreign exchange movements. Our results are exposed to transaction and translation risk associated with foreign currency movements.

Transaction risk—We operate internationally and as a result are exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the US dollar, Brazilian real, British pound, Danish krone, Hungarian forint, Polish zloty, Thai baht, Russian ruble and Australian dollar against the European euro. Foreign exchange risk arises primarily from commercial transactions such as the purchase of commodities, recognized monetary assets and liabilities. As a consequence of the global economic downturn, currency rates have become more volatile, increasing our exposure to this risk specifically in Eastern European markets.

We use forward exchange and option contracts to reduce the effect of fluctuating foreign currencies on known foreign currency exposures. Gains and losses on these derivative instruments are intended to offset gains and losses on the related transactions in an effort to reduce the earnings volatility resulting from fluctuating foreign currency exchange rates. We have not designated any of our foreign exchange derivatives as hedges for accounting purposes and, as a result, the change in fair value is recognized directly through profit.

We had net foreign currency losses of €11.3 million during the first half of fiscal 2013 and net foreign currency gains of €9.7 million during the first half of fiscal 2012. These gains and losses are included in finance costs in our combined income statement, excluding those related to commodities that are included in cost of sales, and do not impact our segment profitability.

Translation risk—The functional currency of a number of our subsidiaries is a currency other than the euro and as a result the income statement and statement of financial position of each of those subsidiaries must be translated for purposes of preparing our financial statements. Each period the financial statements of our non-euro functional subsidiaries is translated to the euro by applying the closing rate to the statement of financial position and an average rate to the income statement. As a consequence, our financial position is impacted by these currency movements. This resulted in foreign currency translation losses of €18.7 million and €31.9 million during the first half of fiscal 2013 and the first half of fiscal 2012, respectively. These foreign currency translation losses are reflected in total equity/parent’s net investment in our statement of financial position.

3

Launch of new products. Based on the unique consumer and customer insights we have gained over numerous decades, we have a deep understanding of the coffee and tea business and the preferences of its consumers and customers. This, coupled with our strong research and development capabilities, has positioned us well to launch new products and concepts that reflect the preferences of our consumers and customers.

During the first half of fiscal 2013 we launchedSenseo Sarista, the new and unique full-automatic bean-to-cup machine, in The Netherlands andL’OR EspressO in Australia. In addition, several innovations were rolled-out, such as new coffee flavors and packaging ofDouwe Egberts, Pilão Senseo,Moccona, L’OR EspressO andL’aRôme EspressO and tea flavors and packaging ofPickwick, Hornimans and Tea Forté.

The launch of new products and new product innovations results in focused advertising and promotion costs in the period for those products and markets in which they are sold. We believe these costs are recovered in future periods through the increased sales resulting from the new products.

In addition, we incur upfront costs in anticipation of new products and when considering entering new markets. There are certain instances where, after further research, we may make a decision not to continue with the product introduction or expansion into that market. For example, during the first half of fiscal 2013 we made a decision not to continue with a certain new packaging of roast and ground products and subsequently impaired assets in the amount of €5.1 million.

We expect to intensify the development of new products and the introduction of new products in future periods. Therefore, we may experience an increase in our research and development costs, capital expenditures related to supporting the research and development and increased advertising costs related to new product introductions.

Restructuring. During the periods presented, we have taken a number of actions to maximize the efficiency of our operations which resulted in a decreased headcount. These actions included:

• Outsourcing of certain elements of our shared service function related to procurement, accounting and information technology;

• Headcount reductions to align with new management’s expectations of staffing needs as a stand-alone company;

• Renegotiating global IT contracts to align with our organizational structure; and

• Optimizing our manufacturing capacity;

• Further optimization of the Out of Home business.

In connection with these actions, we recorded restructuring charges of €14.5 million and €35.4 million during the first half of fiscal 2013 and the first half of fiscal 2012, respectively. The restructuring charges in the first half of fiscal 2013 related primarily to measures taken to further optimize our Out of Home business, with the expenses mainly incurred in The Netherlands. In addition restructuring charges were recognized in relation to the departure of the previous CEO, Mr. M. Herkemij. The majority of the outstanding provision of €31.9 million, as of December 31, 2012, is expected to be paid out within the next 12 months with certain payments extending out five years.

Under our ‘fit4growth’ initiative we strive for structural cost savings which are estimated to achieve annualized cost savings of €75 million by the end of calendar year 2015. During the first half of fiscal 2013 we achieved cost savings of €13 million mainly driven by IT optimization, procurement and blend optimization and organizational efficiencies. We expect to save €25-30 million in the period July 1, 2012 through June 30, 2013.

Sale of green coffee beans to third parties. During the periods presented, we sold green coffee beans to third parties in Brazil. These sales were ancillary to our business and as a consequence were not included in our segment results. Our green coffee bean sales were €19.1 million and €75.2 million in the first half of fiscal 2013 and first half of fiscal 2012, respectively. Our green coffee bean sales to third parties continued to decrease in the first half of fiscal 2013 following the strategic decision to reduce our green coffee export sales as a result of the fact that in January 2012 the Brazilian government ended an advantageous system of taxes and rebates payable on trades of green coffee from Brazil.

Business combinations. During the first half of fiscal 2013 we did not make any strategic acquisitions whereas in the first half of fiscal 2012 we acquired CoffeeCompany, a leading Dutch café store operator in the Netherlands; Tea Forté, a producer of ultra-premium teas that are principally sold in the United States and Canada; and the Denmark operations of House of Coffee, a leading out of home provider of coffee and tea products in Norway and Denmark. Our focus over the next twelve months will be on implementing actions to strengthen the Company organically, but we will continue to evaluate acquisition opportunities.

4

Separation from Sara Lee. On June 28, 2012, the international coffee and tea business of then Sara Lee Corporation was spun off and through a series of transactions became owned by D.E MASTER BLENDERS 1753 N.V., a separate publicly traded company. Prior to the separation we operated as a part of a larger group of companies controlled by Sara Lee.

Our financial statements prior to separation have been prepared on a “carve-out” basis from the Sara Lee consolidated financial statements using the historical results of operations, assets and liabilities attributable to the international coffee and tea operations of Sara Lee, and certain other assets and liabilities that we retained in connection with the separation.

As we did not operate independently prior to separation, the income statements for any periods prior to separation discussed herein are not necessarily indicative of the financial performance would we have been an independent, publicly traded company during these periods presented.

There are limitations inherent in the preparation of all carve-out financial statements due to the fact that our business was previously part of a larger group. The basis of preparation included in our financial statements provides a detailed description of the treatment of historical transactions. Our profits have been most notably impacted by the following consequences of carve-out accounting:

• Our income statement for the first half of fiscal 2012 includes within total selling, general and administrative expenses an allocation to us from Sara Lee in the amount of €17.6 million for the services provided by various Sara Lee functions including, but not limited to, executive oversight, legal, finance, human resources, internal audit, financial reporting, tax planning and investor relations. Upon our separation, we became directly responsible for these functions and subsequently included in our results.

• Our income tax expense for periods prior to separation is computed on a separate company basis, as if we operated as a stand-alone entity or a separate consolidated group in each material jurisdiction in which we operate. In jurisdictions which permitted fiscal unity, our operations were typically included with other Sara Lee operations in a consolidated group tax filing. As a result of this, the impact of the introduction of a new business model and potential future tax planning, our income tax expense may not be indicative of our future expected tax rate. Although we are targeting an effective tax rate of approximately 30% in fiscal year 2013 and approximately 25% in calendar years 2014 and 2015, no assurances can be made in this regard. A higher than anticipated effective tax rate could have an adverse impact on our financial condition and results of operations. In addition, for purposes of our financial statements, we have assumed all taxes were settled by Sara Lee, and as a result there are no cash taxes reflected in our operating cash flows. Consequently, our future operating cash flows will be reduced by tax payments which are reflected as distributions to Sara Lee in financing activities in the combined statement of cash flow.

• We historically provided financing to Sara Lee. Our financial statements prior to the separation reflected loans receivable and the associated interest income. In connection with the separation, these loans were settled with Sara Lee.

As a consequence of various transactions between us and Sara Lee in connection with the separation, including the payment of a special dividend, our cash and cash equivalents were significantly reduced from the balance at the end of the first half of fiscal 2012. In addition, our outstanding indebtedness increased upon the separation. As a consequence the interest income reduced from €66.0 million in the first half of fiscal 2012 to €36.1 million in the first half of fiscal 2013 and interest expense increased from €10.7 million in the first half of fiscal 2012 to €23.2 million in the first half of fiscal 2013.

• The entities within Sara Lee’s international coffee and tea business have certain legal liabilities related to Sara Lee’s branded apparel business that was sold prior to fiscal 2009. These liabilities, while unrelated to our business, were retained following the separation. The most significant of these relates to pensions and medical claims related to injuries caused to prior employees as a result of noise induced hearing loss and asbestos exposure, which may result in payments to those individuals for their related medical expenses. These liabilities are reflected in our balance sheets and the associated costs in our income statements for any periods prior to separation.

In addition, as part of the separation, the Group assumed €241.6 million of certain liabilities related to businesses previously disposed of by Sara Lee. The liabilities primarily relate to Sara Lee’s household and body care business and its international bakery business. These liabilities include certain legal claims and restructuring obligations, tax indemnifications, and retirement benefit obligations, which are unrelated to the Group’s operations. Additionally, we entered into various arrangements in connection with the spin-off, including, but not limited to, certain indemnification agreements that subject us to contingent liabilities.

Results of Operations

Throughout the results of operations we discuss the effect of the change in foreign currency exchange rates on our results and exclude this effect from the discussion of the change between periods. We have determined the impact of the change in foreign currency rates by applying our budgeted fiscal 2013 euro conversion rate to all annual periods. The currencies with the most significant impact on our income statements are the Brazilian real and the Australian dollar. The budgeted exchange rates were 2.51 for the Brazilian real and 1.29 for the Australian dollar for fiscal 2013.

5

Description of key line items

Sales—Sales comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of our activities. We recognize sales when the amount of sales can be reliably measured, it is probable that future economic benefits will flow to the entity and when specific criteria have been met for each of our activities as described below. We base our estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.

We primarily generate sales from the sale of product. Sales of product are generally recognized when title and risk of loss of the products pass to distributors, resellers or end customers. In particular, title usually transfers upon receipt of the product at the customers’ locations, or upon shipment, as determined by the specific sales terms of the transactions.

We also recognize lease revenue from the leasing of our coffee machines and maintenance fees associated with maintaining the coffee machines.

We provide a variety of sales incentives to resellers and consumers of our products such as discounts, rebates and cooperative advertising. These sales incentives are recorded as a reduction of sales.

Cost of sales—Cost of sales consists of costs incurred from the time raw materials are purchased to when the finished goods are delivered to their location immediately prior to external sale. Cost of sales also includes sales incentives offered in the form of free product. Gains and losses arising from changes in the fair value of inventory-related derivative financial instruments included in the fair value through profit or loss category are also recorded in cost of sales.

Selling, general and administrative expenses—Selling, general and administrative expenses consist of advertising and promotion, distribution costs, selling and marketing expenses, research and development and other administrative functions. These costs include amounts associated with our restructuring actions and certain other items that management believes are unrelated to our ongoing operations.

Finance income, net—Finance income primarily represents income that we receive on our cash equivalents and loans to Sara Lee and finance income generated from our defined benefit pension plans.

Finance costs, net—Finance costs are generally comprised of interest expense on borrowings and overdrafts and the interest consequence of unwinding discounted provisions, foreign exchange gains and losses, excluding those related to commodities, and the change in fair value of our foreign currency and interest rate derivative financial instruments.

Share of profit from associates—This represents the share of profit from our investment in associates, which consists primarily of a 45% investment in Friele, a Norwegian company that produces coffee for distribution to out of home and retail customers.

Income tax expense—Income tax expense is comprised of current and deferred tax expenses.

	Half Year Ended
	December 31, 2012			December 31, 2011			Change first half fiscal 2013 vs. first half fiscal 2012
				restated			Actual			%
	(amounts in millions of euro, except percentages)
Sales	€	1,362.8		€	1,388.6		€	(25.8	)		(1.9	)
Cost of sales		828.1			880.5			(52.4	)		(6.0	)
Gross profit		534.7			508.1			26.6			5.2
Selling, general and administrative expenses		408.1			402.9			5.2			1.3
Operating profit		126.6			105.2			21.4			20.3
Finance income, net		36.1			66.1			(30.0	)		(45.4	)
Finance expenses, net		(34.5	)		(1.3	)		(33.2	)		2,553.8
Share of profit from associate		2.6			0.7			1.9			271.4
Profit before income taxes		130.8			170.7			(39.9	)		(23.4	)
Income tax expense		39.3			101.1			(61.8	)		(61.1	)
Profit for the period	€	91.5		€	69.6			21.9			31.5

6

Half Year 2013 Compared Half Year 2012

Sales

Sales for the first half of fiscal 2013 decreased by €25.8 million (1.9%) largely driven by a reduction of €56.2 million in relation to green coffee export activities following the Company’s strategic decision to gradually reduce these activities. Excluding these green coffee export activities, sales increased 2.3% from €1,313.4 million in the first half of fiscal 2012 to €1,343.8 million. This performance was driven by 1.7% mix/other growth and a price growth of 1.7%, driven by strong performance in our Retail Rest of World segment. Volumes declined by 1.8%. Acquisitions contributed 1.1% to the reported growth, and currency translation effects negatively impacted growth by 0.4%.

Gross profit

The gross margin, excluding green coffee export sales, increased 140 bps from 38.3% (gross profit of €502.3 million) in the first half of fiscal 2012 to 39.7% (gross profit of €533.2 million) in the first half of fiscal 2013. The increase was largely driven by the substantial drop in green coffee Arabica prices and by mix.

Selling, general and administrative expenses

Our total selling, general and administrative expenses, which we refer to as SG&A, increased by €5.2 million (1.3%) in the first half of fiscal 2013. We have presented SG&A as adjusted to exclude certain expenses we believe are unrelated to our underlying business and that are excluded from our segment profitability measure. Excluding these adjustments, SG&A increased €12.7 million (3.7%). The table below presents SG&A and SG&A excluding adjustments:

	Fiscal Year Ended
	December 31, 2012		December 31, 2011			Change
			restated			Actual			%
	(amounts in millions of euro, except percentages)
SG&A	€	408.1	€	402.9		€	5.2			1.3
Adjustments:
Restructuring charges		14.5		35.5			(21.0	)		(59.2	)
Restructuring related		6.1		20.1			(14.0	)		(69.7	)
Impairment		10.2		6.5			3.7			56.9
Legacy items		1.7		0.5			1.2			240.0
Non-recurring expenses		15.2		—			15.2			100.0
Other		7.3		(0.1	)		7.4			(7400.0	)
Total adjustments		55.0		62.5			7.5			12.0
SG&A excluding adjustments	€	353.1	€	340.4		€	12.7			3.7

As part of our strategy, we increased our investments in advertising & promotion by 20% to support our brands and product introductions. We kept the level of other SG&A costs stable.

In the first half of fiscal 2013 we recorded €55.0 million of unusual SG&A costs. These unusual items mainly relate to restructuring costs and the implementation of the new business model in February 2013. In addition, we incurred additional restructuring costs as well as unanticipated costs such as, among others, legacy costs, additional spin-related items and the investigation regarding the irregularities in Brazil.

7

Finance income, net

Finance income decreased by €30.0 million primarily due to a €32.4 million decrease in interest income as a result of reduced cash and cash equivalents and financing provided to Sara Lee as a consequence of the separation partially offset by higher pension interest income of €2.4 million.

Finance costs, net

The change in finance costs is primarily caused by an increase in interest expense from €10.7 million in the first half of fiscal 2012 to €23.2 million in the first half of fiscal 2013 following the increase in borrowing after separation and due to a shift in our foreign exchange gain/loss from a foreign exchange gain of €9.7 million in the first half of fiscal 2012 to a foreign exchange loss of €11.3 million in the first half of fiscal 2013.

Share of profit from associate

Share of profit from associate increased partially due to the inclusion of the Norwegian business of House of Coffee in the first half of fiscal 2013. As the acquisition was completed by the end of December 2011, it did not contribute to the results for the first half of fiscal 2012.

Income tax expense

Our effective tax rate decreased to 29.9% in the first of the first half of fiscal 2013 compared to 58.9% in the first half of fiscal 2012. A decrease of 10.1%-points was primarily due to structurally lower US repatriation taxes combined with additional restructurings and other initiatives that are or will be implemented this fiscal year. A further decrease of 19.9%-points related to discrete items recognized in the first half of fiscal 2012 related to the recognition of a tax liability of profits that were no longer assumed to be reinvested in anticipation of the separation from Sara Lee combined with changes in estimates of uncertain tax positions.

Key performance indicators

We monitor the performance of our operations against strategic objectives on a regular basis. We assess our performance against the strategy, budget and forecasts using various financial measures including the following:

	Half Year Ended
	December 31, 2012			December 31, 2011
				restated
	(amounts in millions of euro, except percentages)
Like for like sales growth(a)		1.6	%		n/a
EBIT(a)	€	129.2		€	105.9
EBIT margin(a)		9.5	%		7.6	%
Adjusted EBIT(a)	€	181.6		€	167.7
Adjusted EBIT margin(a)		13.3	%		12.1	%

^(a)  These amounts are not measures determined in accordance with IFRS.

Segment Results

Retail—Western Europe

	Half Year Ended
	December 31, 2012		December 31, 2011		Change first half fiscal 2013 vs. first half fiscal 2012
			restated		Actual			%
	(amounts in millions of euro, except percentages)
Sales	€	624.4	€	625.6	€	(1.2	)		(0.2	)
Adjusted EBIT		128.0		100.9		27.1			26.9
Adjusted EBIT Margin		20.5		16.1		4.4			27.3

8

Half Year 2013 Compared Half Year 2012

Sales

Sales in the Retail—Western Europe segment decreased by 0.2%. This reduction was primarily caused by a negative effect of 0.3% due to unfavorable exchange rate impacts. Excluding the effect of exchange rate impacts, the sales increased by 0.1%. The decrease in price and volume was more than compensated by mix growth.

In the first quarter of fiscal year 2013 the performance in Germany was impacted by a price increase that had proven to be too aggressive. Corrective measures taken in the first quarter of fiscal year 2013 have started to bear fruit, resulting in a marked improvement in the second quarter of fiscal year 2013. Capsules continued its strong performance across all four European markets where the product is currently offered. In France and Spain a new “Intensity” range was successfully launched. Senseo underperformed in the Netherlands in the second quarter of fiscal 2013 as a result of heavy competitive pressure during the holiday season. Senseo Sarista, the new and unique full-automatic bean-to-cup machine was launched in the Netherlands in October.

Adjusted EBIT

Adjusted EBIT increased €27.1 million from the first half of fiscal 2012 to the first half of fiscal 2013, which represented an increase in gross profit of €33.7 million offset by an increase in SG&A of €6.7 million. Exchange rate impacts contributed positively by €0.1 million. The increase in our gross profit was primarily driven by lower cost of sales. The increase in SG&A is the result of an increase of €10.2 million in advertising & promotion which was partially offset by lower other SG&A costs of €3.5 million.

Retail—Rest of World

	Half Year Ended
	December 31, 2012		December 31, 2011 restated		Change first half of fiscal 2013 vs. first half of fiscal 2012
					Actual			%
	(amounts in millions of euro, except percentages)
Sales	€	402.4	€	378.2	€	24.2			6.4
Adjusted EBIT		25.5		24.3		1.2			4.9
Adjusted EBIT Margin		6.3		6.4		(0.1	)		(1.6	)

Half Year 2013 Compared Half Year 2012

Sales

Sales in Retail—Rest of World segment increased by 6.4%. The effect of the acquisition made during fiscal year 2012 contributed 2.2% offset by a negative effect of 2.8% due to unfavorable exchange rate impacts. Excluding the effect of acquisitions and exchange rate impacts, sales increased by 7.0%. The main driver for the increase in sales are price increases which were partially offset by lower volumes and negative mix effects.

The growth was mainly driven by Brazil and Australia. Sales growth in Brazil was primarily driven by price increases which were partially offset by lower volumes. In Brazil, Senseo Pilão was relaunched with enhanced blends and new packaging. Australia continued its superior performance driven by the success of its premiumization strategy, most notably the recent roll out of the specialty instant range as well as the introduction of the L’OR EspressO capsules under the Piazza d’Oro brand. Poland had a steady performance both in volume and in value, while Hungary is experiencing continued difficult market circumstances.

Adjusted EBIT

Adjusted EBIT increased by €1.2 million from the first half of fiscal 2012 to the first half of fiscal 2013. The acquisition made in fiscal year 2012 contributed €1.1 million and exchange rate impacts contributed €1.8 million. Gross profit decreased by €4.0 million which was partially offset by a reduction in SG&A of €2.3 million. The decrease in SG&A was a result of higher investments in advertising & promotion of €4.6 million which were more than offset by lower other SG&A costs of €6.9 million.

Out of Home

	Half Year Ended
	December 31, 2012		December 31, 2011 restated		Change first half fiscal 2013 vs. first half fiscal 2012
					Actual			%
	(amounts in millions of euro, except percentages)
Sales	€	317.0	€	309.6	€	7.4			2.4
Adjusted EBIT		47.2		51.6		(4.4	)		(8.5	)
Adjusted EBIT Margin		14.9		16.7		(1.8	)		(10.8	)

9

Half Year 2013 Compared Half Year 2012

Sales

Sales in the Out of Home segment increased by 2.4% from the first half of fiscal 2012 to the first half of fiscal 2013. The sales, excluding the favorable impact of foreign currency exchange rates of 1.9% and the impact of the fiscal 2012 acquisitions of 1.8%, decreased by 1.3%. This decrease in sales is primarily due to lower volumes as a result of soft performance as the overall market is in decline and customers have the tendency to be more price sensitive and opt for lower-cost solutions. Volume and pricing continued to be under pressure which was somewhat offset by positive mix growth. Markets are particularly challenging in the Netherlands and Denmark, where volumes were under pressure, most notably in roast & ground. The global distribution network delivered a good performance.

Adjusted EBIT

Adjusted EBIT decreased €4.4 million from the first half of fiscal 2012 to the first half of fiscal 2013.The acquisition made in fiscal year 2012 had a negative effect of €0.8 million while exchange rate impacts contributed €0.1 million. Gross profit decreased by €10.4 million which was offset by a reduction in SG&A of €6.7 million net of higher investments in advertising & promotion of €0.4 million.

Liquidity and Capital Resources

Our primary source of funds for our short-term and long-term liquidity needs will be the cash flows generated from operations along with borrowings under our 2012 revolving credit facility.

Prior to the separation, we financed our operations through cash flows generated by our operations. We also used available cash to provide financing to Sara Lee. Historically we have not received any significant financing from Sara Lee nor have we participated in any joint borrowings or benefited from borrowings held by Sara Lee.

In connection with the separation, we issued $2.1 billion of debt securities to Sara Lee. Additionally, we entered into a debt exchange with Sara Lee, whereby approximately $1.5 billion of these debt securities were settled and a corresponding amount of the loans receivable from Sara Lee were settled. Sara Lee transferred the remaining debt securities to a third party in settlement of its own debt obligations.

Furthermore, as part of the separation, we paid a special cash dividend of $3.00 per share to each of our shareholders of record, as of June 28, 2012. This resulted in a cash payment of approximately $1.8 billion (approximately €1.4 billion).

In addition, we entered into a €750 million revolving credit facility on May 22, 2012 to provide available borrowing to fund any short-term working capital requirements. As of the end of the first half of fiscal 2013, there were no amounts outstanding under this agreement.

As a consequence of these separation transactions, our borrowings significantly increased and our cash and cash equivalents and receivables from Sara Lee decreased.

10

We monitor our liquidity in various ways, including reviewing available cash balances on a daily basis and, on a weekly basis, reviewing short-term cash forecasts obtained from our operating entities. Additionally, we monitor liquidity using the following cash flow metrics:

	Half Year Ended
	December 31, 2012			December 31, 2011 restated
	(amounts in millions of euro, except percentages)
Cash generated from operating activities(a)	€	94.4		€	(11.4	)
Working Capital		83.0			2,667.1
Operating Working Capital(b)		360.1			534.2
Operating Working Capital as a percentage of sales(b) (c)		13.2	%		19.2	%
Free Cash Flow(b)	€	54.5		€	(54.7	)
Net (Debt)/Cash(b)		(258.4	)		1,591.6
Capital Expenditures		39.9			43.3

^(a)  For purposes of periods prior to the spin-off, we have assumed all taxes were settled by Sara Lee, and as a result there are no cash taxes reflected in our cash generated from operating activities. After separation, our operating cash flows are reduced by tax payments and no longer are reflected as distributions to Sara Lee in financing activities in the statement of cash flows.

^(b)  These amounts are not measures determined in accordance with IFRS.

^(c)  Sales have been annualized by multiplying the half year sales by two.

We expect to finance our obligations through cash on hand, cash flow from operations and borrowings under our credit facility. Our principal uses of cash in the future will be to fund our operations, capital expenditures, purchase commitments and repayment of borrowings.

Based on our current cash and cash equivalents position, cash flows from operations, and the availability of borrowings under a €750 million revolving credit facility, we believe that our source of funds will provide sufficient liquidity to fund current obligations, expected working capital requirements and capital spending for a period that includes the next twelve months.

Cash Flows

The following table summarizes the changes to cash flows from operating, investing and financing activities.

	Half Year Ended
	December 31, 2012			December 31, 2011 restated
	(amounts in millions of euro)
Cash provided by (used in):
Operating activities	€	94.4		€	(11.4	)
Investing activities		(32.0	)		466.0
Financing activities		6.1			196.5
Effects of exchange rate changes		5.4			0.9
Net increase (decrease) in cash and cash equivalents		73.9			652.0

Half Year 2013 Compared Half Year 2012

Operating activities

We generated cash flows from operations of €94.4 million in the first half of fiscal 2013 compared to €(11.4) million in the first half of fiscal 2012. Cash generated from operations before changes in operating assets and liabilities was €191.4 million in the first half of fiscal 2013 and €204.2 million in the first half of fiscal 2012. Cash used to finance working capital was €97.0 million in the first half of fiscal 2013 from €215.6 million in the first half of fiscal 2012.

11

Cash used to finance working capital in the first half of fiscal 2013 resulted primarily from the payments for income taxes, provision, pensions and trade and other payables. This was partially offset by cash inflows resulting from a decrease in inventories and cash receipts from derivative financial instruments. The decrease in our inventories was due to a planned effort to reduce raw materials combined with lower raw material costs. The pension payments represent contributions to the UK Plans of €25 million and €4 million to plans in the Netherlands and in other countries. The provision payments relate primarily to redundancies. Tax payments prior to separation were assumed to be settled by Sara Lee, and, as a result, they were not included as operating activities but as distributions to Sara Lee, which were part of Financing activities.

Investing activities

Net cash used in investing activities amounted to €32.0 million in the first half of fiscal 2013, whereas in the first half of fiscal 2012 we generated €466.0 million. This change is primarily due to the net cash inflows in the first half of fiscal 2012 related to repayments of loans made to and interest received from Sara Lee of €522.7 million which no longer existed in the first half of fiscal 2013. Capital expenditure payments slightly increased from €46.6 million in the first half of fiscal 2012 to €48.6 million in the first half of fiscal 2013. In the first half of fiscal 2012 business acquisitions used €22.5 million of cash.

Financing activities

Our cash generated from financing activities was €6.1 million in the first half of fiscal 2013 and €196.5 million in the first half of fiscal 2012. In the first half of fiscal 2012 we received €37.7 million from net funding out of borrowings and in the first half of fiscal 2013 this decreased to €6.1 million. In the first half of fiscal 2012 we generated €158.8 million from net transfers from Sara Lee, which was a consequence of the separation, and no longer applicable in the first half of fiscal 2013.

Contractual obligations

The following table summarizes our future contractual obligations as of December 31, 2012.

	Total		< 1 Year		1 - 3 Years		3 - 5 Years		> 5 Years
	(amounts in millions of euro)
Borrowings:
Senior notes(a)	€	649.9	€	18.8	€	37.6	€	37.6	€	555.9
Other borrowings(a)		63.4		57.7		5.7		—		—
Operating lease commitments		35.7		19.7		14.3		1.7		—
Purchase commitments(b)		125.2		125.2		—		—		—
UK Pension obligation(c)		233.9		43.2		94.9		36.6		59.2
Total(d)		1,108.1		264.6		152.5		75.9		615.1

^(a)  The borrowings include future interest payments. The senior notes and a portion of the other borrowings are denominated in a currency other than the euro. As a result, actual payments may differ from these amounts due to changes in foreign currency rates. The amounts do not take into account the effect of the cross currency interest rate swaps outstanding to hedge the currency and interest exposure of the full amount of the senior notes.

^(b)  Purchase commitments predominantly consist of commitments related to the purchases of green coffee.

^(c)  Our defined benefit liability recorded on our balance sheet includes obligations related to pension plans in the UK. During fiscal 2006, we entered into an agreement with the plan trustee to fully fund certain of these UK pension obligations by 2015. This amount represents the minimum payments required under these agreements. The final payment will vary based on changes in the actual pension experience. The amounts are payable in British pounds and the actual amounts paid may vary due to exchange rate fluctuations.

^(d)  This table does not contain normal purchase obligations made in the ordinary course of business. In addition, deferred taxes, other non-current liabilities and remaining pension obligations (excluding the minimum UK pension obligation disclosed above) have been excluded as the timing of the payments, other than the minimum UK pension funding, are not fixed. Guarantees are also not included as these obligations typically arise as a result of contracts under which we agree to indemnify a third-party against losses arising from a breach of representation and covenants related to matters such as title to assets sold, collectability of receivables, specified environmental matters, lease obligations assumed and certain tax matters. In each of these matters, payment is conditioned on the other party making a claim pursuant to the procedures specified in the contract and it is therefore not possible to predict the maximum potential amount of future payments under these agreements.

12

Quantitative and qualitative disclosures about market risk

Our activities expose us to market risk associated with foreign exchange movements, commodity prices and interest rate fluctuations. All of these risks arise in the normal course of business. Our overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on our performance. To mitigate the risk from interest rate, foreign currency exchange rate and commodity price fluctuations, we use various derivative financial instruments. We do not use financial instruments for trading purposes and are not a party to any leveraged derivatives.

Commodity price risk—Commodity price risk arises primarily from transactions on the world commodity markets for securing the supply of green coffee beans. Our objective is to minimize the impact of commodity price fluctuations. The commodity price risk exposure of anticipated future purchases is managed primarily using derivative futures and options. As a result of our short product business cycle, the majority of the anticipated future raw material transactions outstanding at the balance sheets date are expected to occur in the next year.

We generally enter into commodity futures and options contracts that are traded on established, well-recognized exchanges that offer high liquidity, transparent pricing, daily cash settlement and collateralization through margin requirements.

Foreign exchange risk—We operate internationally and are exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the US dollar, Brazilian real, British pound, Danish krone, Hungarian forint and Australian dollar against the euro. Foreign exchange risk arises primarily from commercial transactions such as the purchase of commodities, recognized monetary assets and liabilities, net investments in foreign operations and from foreign currency borrowings.

We use forward exchange and option contracts to reduce the effect of fluctuating foreign currencies on short-term foreign-currency-denominated intergroup transactions, third-party product-sourcing transactions, foreign-denominated investments (including subsidiary net assets), foreign currency denominated debt and other known foreign currency exposures. Gains and losses on the derivative instruments are intended to offset gains and losses on the associated transaction in an effort to reduce the earnings volatility resulting from fluctuating foreign currency exchange rates. Forward currency exchange contracts mature at the anticipated cash requirement date of the associated transaction, generally within 12 to 18 months. During the periods presented we have not designated any of our foreign exchange derivatives as hedges for accounting purposes and, as a result, the change in fair value is recognized directly to the income statements. However, in September 2012 we entered into cross currency interest rate swaps – in line with the Group’s risk management policy – to hedge the full amount of fixed interest rate US dollar denominated senior notes ($650 million) into fixed interest rate Euro debt. The payment terms of the cross currency interest rate swaps exactly mirror the interest and principal payment conditions of the underlying US dollar denominated senior notes. These cross currency interest rate swaps have been designated for hedge accounting as cash flow hedges. Fair value movements are recognized directly in the Cash Flow Hedge Reserve, a separate component within Equity, net of the foreign exchange and interest effective to the period.

Interest rate risk—We are exposed to interest price risk that results from borrowings at fixed rates and the interest cash flow risk that results from borrowings at variable rates. Prior to our separation from Hillshire, the interest rate price risk was managed by entering into interest rate swaps to effectively convert its fixed-rated debt instruments into floating-rate debt instruments. We have now established a policy under which we assess the current market environment and our leverage ratio in determining the need for interest swaps or hedging instruments to manage our risk. At the end of the first half of fiscal 2013 we had primarily fixed rate debt. As described under the section ‘Foreign exchange risk’ above we entered into fixed-to-fixed rate cross currency swaps to effectively convert fixed rate US dollar debt in to fixed rate Euro debt.

Credit risk

Credit risk arises because a counterparty may fail to perform its obligations. We are exposed to credit risk on financial instruments such as cash, derivative assets and trade receivables. We avoid the concentration of credit risk on our liquid assets by spreading them over several institutions and sectors.

In relation to derivative financial instruments, we enter into financial instrument agreements only with counterparties meeting very stringent credit standards (a credit rating of A/A2 or better), limiting the amount of agreements or contracts it enters into with any one party and, where legally available, executing master netting agreements. These positions are continually monitored. While we may be exposed to credit losses in the event of non-performance by individual counterparties or the entire group of counterparties, we have not recognized any losses with these counterparties in the past and do not anticipate material losses in the future.

Our derivative instruments are governed by International Swaps and Derivatives Association master agreements.

13

Our trade receivables are subject to credit limits, controls and approval procedures. Due to the large geographic base and number of customers, we are not exposed to material concentrations of credit risk on our trade receivables. Nevertheless, commercial counterparties are constantly monitored.

The maximum exposure to credit risk resulting from financial activities, without considering netting agreements and without taking into account any collateral held or other credit enhancements, is equal to the carrying amount of our financial assets.

Liquidity risk

Liquidity risk arises when a company encounters difficulties to meet commitments associated with liabilities and other payment obligations. Such risk may result from inadequate market depth or disruption or refinancing problems. Our treasurer has established the liquidity risk management framework for the management of short-, medium- and long-term funding and liquidity management requirements. Liquidity risk is managed by maintaining adequate reserves and banking facilities and by closely monitoring forecasted and actual cash flows and, where possible, matching the maturity profiles of financial assets and liabilities. In order to maintain adequate banking facilities, we entered into a revolving credit facility, which will provide available financing to us in future periods. No funds were drawn under this revolving credit facility as at the end of the first half of fiscal 2013.

Off-balance sheet transactions

We use customary off-balance sheet arrangements, such as operating leases, guarantees and letters of credit, to finance our business. None of these arrangements has had or is likely to have a material effect on our results of operations, financial condition or liquidity.

Research and Development

Our research and development teams are responsible for the technical development of coffee and tea beverage products, packaging systems and new equipment and manufacturing methods. At the core of our research and development capabilities is a team of approximately 125 professionals. Our research and development facilities are located in Utrecht, the Netherlands.

Our research and development expense for the first half of fiscal 2013 and the first half of fiscal 2012 was approximately €12.6 million and €10.2 million, respectively. On average, approximately one-third of our research and development budget is devoted to single-serve product development, one-third to liquid roast and approximately one-third is devoted to all other categories. In addition to our investments in traditional research and development activities and in developing new manufacturing processes, we actively invest in our manufacturing facilities.

Critical accounting policies

Reference is made to Note 2 of the unaudited condensed consolidated interim financial statements.

Recent accounting pronouncements

Reference is made to Note 2 of the unaudited condensed consolidated interim financial statements.

14

Reconciliation of non-IFRS measures

The Company uses both IFRS and certain non-IFRS measures to assess performance. Management believes these non-IFRS measures provide useful supplemental information to investors in order that they may evaluate the Company’s financial performance using the same measures as management. These non-IFRS financial measures should not be considered as a substitute for, nor superior to, measures of financial performance prepared in accordance with IFRS.

We define like for like sales as sales calculated at a constant exchange rate and adjusted to eliminate green coffee export activities and acquisitions during the period. We have included like for like sales to provide the investor a more clear understanding of our sales growth on a comparable basis. Like for like sales is not a measure in accordance with IFRS and accordingly should not be considered as an alternative to sales. The following table provides reconciliation from sales to like for like sales:

	Half Year Ended
	December 31, 2012			December 31, 2012
	(amounts in millions of euro, except percentages)
Sales		1,362.8			1,388.6
Adjustments:
Foreign Exchange(a)		(3.3	)		(7.7	)
Acquisitions		(13.8	)		—
Green coffee export activities		(19.1	)		(75.2	)
Like for like sales		1,326.6			1,305.7
Like for like sales growth		1.6	%		n/a

^(a)  The foreign exchange adjustments are calculated at the budgeted exchange rate for fiscal 2013. These rates may differ from the average exchange rate for the period. The currencies with the most significant impact are the Australian dollar and the Brazilian real. The budgeted exchange rates were 2.51 for the Brazilian real and 1.29 for the Australian dollar for fiscal 2013, respectively.

EBIT is defined as profit for the period before finance income, finance costs and income taxes. We define Adjusted EBIT as EBIT before share of profit from associates and adjusted to exclude items management believes are unrelated to its underlying business and that are excluded from our segment profitability, including restructuring charges, impairment charges, costs associated with businesses no longer owned by us and others. We have included Adjusted EBIT as a key performance metric used by management across our business. In addition, we believe these are useful measures for investors in understanding the performance of our underlying operations. These profit measures are not financial measures calculated in accordance with IFRS and may not be comparable to similar measures presented by other companies. Accordingly, they should not be considered as an alternative to operating profit or profit for the period. The following tables provide reconciliation from profit for the period to these non-IFRS measures:

	Half Year Ended
	December 31, 2012			December 31, 2011
	(amounts in millions of euro)					��
Profit for the period		91.5			69.6
Finance income, net		(36.1	)		(66.1	)
Finance costs, net		34.5			1.3
Income tax expense		39.3			101.1
EBIT		129.2			105.9
Share of profit from associate		(2.6	)		(0.7	)
Adjustments:
Restructuring charges		14.5			35.5
Restructuring related		6.1			20.1
Impairment		10.2			6.5
Legacy items		1.7			0.5
Non-recurring expenses		15.2			—
Other		7.3			(0.1	)
Total adjustments		55.0			62.5
Adjusted EBIT		181.6			167.7

15

EBIT margin and adjusted EBIT margin represent EBIT and Adjusted EBIT as defined above divided by sales.

Working capital is defined as current assets less current liabilities. We define operating working capital as inventory and trade receivables less trade payables. We have included operating working capital as the components of this measure are controlled by management and we use this measure to set management targets. Operating working capital is not a measure calculated in accordance with IFRS and may not be comparable to similar measures presented by other companies.

	Half Year Ended
	December 31, 2012			December 31, 2011
	(amounts in millions of euro)
Inventories		343.8			505.7
Trade receivables		309.1			273.4
Trade payables		(292.8	)		(244.9	)
Operating working capital		360.1			534.2

We define free cash flow as cash flows from operations less capital expenditures. We have included free cash flow as we believe it is a useful measure for investors. Free cash flow is not a measure calculated in accordance with IFRS and may not be comparable to similar measures presented by other companies. The following provides reconciliation from operating cash flow to this non-IFRS measure:

	Half Year Ended
	December 31, 2012			December 31, 2011
	(amounts in millions of euro)
Operating cash flow		94.4			(11.4	)
Capital expenditures		(39.9	)		(43.3	)
Free cash flow		54.5			(54.7	)

Net cash is defined as total cash and cash equivalents minus total borrowings (the sum of current borrowings and non-current borrowings). Net debt is defined as total borrowings less cash and cash equivalents. For the periods prior to separation we had net cash. Since separation we have net debt as a consequence of various transactions with Hillshire in connection with the separation, our borrowings increased and our cash and cash equivalents decreased. We have included net cash/debt as we believe it is a useful measure for investors. The following provides reconciliation from operating cash flow to this non-IFRS measure:

	Half Year Ended
	December 31, 2012			December 31, 2011
	(amounts in millions of euro)
Cash and cash equivalents		294.2			1,995.3
Current borrowings		(57.7	)		(386.7	)
Noncurrent borrowings		(494.9	)		(17.0	)
Net (Debt)/Cash		(258.4	)		1,591.6

16

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Not applicable

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

7A Major shareholders

Not applicable

ITEM 8. FINANCIAL INFORMATION

8A Consolidated Statements and Other Financial Information

Legal Proceedings

The following potential liabilities of D.E MASTER BLENDERS include liabilities assumed in connection with the separation.

We have been involved in several legal proceedings relating to the manufacture and sale ofL’OR EspressO/L’aRôme EspressOcapsules since June 2010, in France, and later in the Netherlands, Belgium and Spain. All of these proceedings relate to the alleged infringement of two or three European patents granted to Nestlé. In addition, in Spain, Nestlé sued for trademark infringement and unfair competition. In the lawsuit filed in France, Nestlé claims damages in the amount of €50 million for each claimant. If we are held to infringe any of the invoked patents, the court may determine a reasonable provisional damages amount and deposit by us. Any damages would be established in separate damage assessment proceedings. Management believes that the patents and trademarks granted to Nestlé are not being infringed and further believes that the patents are invalid and that the Company has not engaged in unfair competitive practices. We are vigorously contesting Nestlé’s allegations.

In October 2009, the Spanish tax administration upheld a challenge made by its local field examination against tax positions taken by our Spanish subsidiaries. In November 2009, we filed an appeal against this claim with the Spanish Tax Court. In April 2010, the Spanish Chief Inspector upheld a portion of the claim raised by the Spanish tax authorities. We appealed to the Tribunal Economico Administrativo Central, which we refer to as the TEAC. At the end of March 2012, the TEAC ruled in favor of the Tax Administration with respect to the audit for fiscal years 2003-2005. We continue to dispute the challenge and will continue to have further proceedings with the Spanish tax authorities regarding the issue. As of May 2012, the matter is now at the level of the National Appellate Court (Audiencia Nacional).

In October 2012 the audit with respect to the fiscal years 2006-2009 was finalized with similar adjustments to the fiscal years 2003-2005. Therefore, we filed an appeal in October 2012 at TEAC.

In June 2011, the Spanish tax administration’s local field office examination made similar challenges against tax positions for the years ending July 1, 2006 to June 27, 2009 taken by our Spanish subsidiaries. We filed an appeal against this claim with the Spanish Tax Court (TEAC).

In August 2011, the Italian Provincial Tax Commission upheld a challenge made by its local field examination against a loss claimed in the fiscal year 2004 tax return of our Italian subsidiaries. Subsequently fiscal years 2003 and 2005 have also been partially reassessed on Net Operating Losses as a consequence of the challenge with regard to fiscal year 2004. The Company has filed the corresponding appeals for all those financial years with the litigation being now conducted at the level of the Italian Regional Tax Commission (2^nd Grade tax court). We continue to dispute the challenge and we expect to prevail in further proceedings with the Italian tax authorities regarding the issue.

In connection with the sale of the household and body care business, it was agreed to arrange for the transfer of certain trademark registrations in the Middle East from a third party licensee to the buyers of the household and body care business. Until year end fiscal 2012, the third party licensee has refused to cooperate with these transfers despite contractual commitments to do so as a result of which we are in default under the divestment agreement. We have filed legal action in order to effectuate the transfer of these rights to the buyers. In the meantime, on August 28, 2012, one of the buyers of the household and body care business brought on a claim against the Hillshire Brands Company and us before the High Court in London requesting specific performance under the divestment agreement. On September 27, 2012, we submitted our response to this claim.

In the fiscal year 2012 our subsidiary in Brazil initiated court proceedings in Brazil to contest a tax assessment raised with regard to fiscal year 2006. Part of the adjustments relate to the disallowance of goodwill depreciation which that legal entity successfully litigated in prior years (unanimous decision by the Court in our favor; the appeal on this decision by the Brazilian tax authorities in early 2010, to date, has not been accepted by the Court). In addition to this matter, the Brazilian tax authorities also assessed our subsidiary in Brazil on allegedly incorrect documented returned sales.

17

On August 31, 2012 our Brazilian subsidiary received a notification from the Federal Tax Authorities in Brazil regarding an investigation by these authorities into green coffee trading activities in the Brazilian market. This investigation focuses on the legitimacy of the tax credit facilities applied on green coffee trading activities over a period from 2006-2009. We have reviewed the notification and carried out our own investigation. Even if the facts support our position, there can be no assurance that we will prevail if the federal tax authorities of Brazil elect to challenge our position in court. In September 2012 we filed an opposition before the Tax Authorities in Brazil.

The Association of Securities holders (Vereniging van Effectenbezitters or VEB), a Dutch association representing interests of investors, has written to us in connection with the accounting irregularities in Brazil. In its letter, the VEB expresses the view that these irregularities should have been disclosed in the prospectus that was published at the time of the separation from Sara Lee. The VEB alleges that the non-disclosure in the prospectus has harmed certain unnamed shareholders of the Company. The VEB states that it does not exclude initiating litigation if it cannot reach an amicable arrangement with us on this issue. The VEB has not specified the amount of damages that it is seeking from us. We disagree with the VEB. We believe the prospectus was prepared in accordance with the required standards of care and that we are not liable for any damages caused.

Competition authorities in various European countries and the European Commission have initiated investigations into the conduct of consumer product companies, including the former household and body care business of Sara Lee, the liabilities of which we assumed as part of the separation. These investigations usually continue for several years and, if violations are found, may result in substantial fines. Other than as indicated hereafter with respect to the Belgian Competition Authorities, no formal charges have been brought against the Hillshire Brands Company or us to date concerning the substantive conduct that is the subject of these investigations. On October 1, 2012, we received a report of findings from the Belgian Competition Authorities regarding alleged anti-competitive behavior by the former household and body care business in Belgium. The Belgian Competition Authorities have not undertaken further actions in anticipation of the formation of a new competition authority, which is expected to take office in June 2013. It is unclear whether the report of findings will be maintained by the new competition authority.

Liabilities assumed in connection with the Separation—In connection with the Separation, we assumed certain assets and liabilities from Sara Lee that primarily relate to the disposal of Sara Lee’s household and body care business and international bakery business. In connection with these entities, competition authorities in various European countries and the European Commission have initiated investigations into the conduct of consumer product companies. These investigations usually continue for several years and, if violations are found, may result in substantial fines. No formal charges have been brought against us concerning the substantive conduct that is the subject of these investigations. Our practice is to comply with all laws and regulations applicable to its business, including the antitrust laws, and to cooperate with relevant regulatory authorities

Potential exposures related to previously disposed businesses and transactions related to the Separation—In connection with the Separation, the Group has assumed legal responsibility for various legal and tax exposures associated with transactions entered into by Sara Lee in prior periods. These include indemnifications provided to buyers upon the disposition of businesses and the risk tax authorities may challenge the structure of certain divestments and the positions taken relative to legal entities not divested. To the extent that there is an estimable liability of which the payment is assessed as being probable, the Group has reflected it on its statement of financial position.

8B Significant Changes

Not applicable

ITEM 9. THE OFFER AND LISTING

9A Offer and listing details

Not applicable

9B Plan of distribution

Not applicable

9C Markets

Not applicable

9D Selling shareholders

Not applicable

18

9E Dilution

Not applicable

9F Expenses of the issue

Not applicable

ITEM 10. ADDITIONAL INFORMATION

10A Share capital

Not applicable

10B Memorandum and articles of incorporation

Not applicable

10C Material contracts

Not applicable

10D Exchange controls

Not applicable

10E Taxation

Not applicable

10F Dividends and Paying Agents

Not applicable

10G Statements by Experts

Not applicable

10H Documents on Display

Not applicable

10I Subsidiary Information

Not applicable

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Not applicable

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable

19

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

14A

Not applicable

14B

Not applicable

14C

Not applicable

14D

Not applicable

14E Use of Proceeds

The effective date of the Securities Act registration statement on Form F-1 is June 1, 2012. The ordinary shares registered pursuant to the F-1 were exchanged for shares of DE US, Inc. on June 28, 2012 in connection with the separation that was completed on the same day. We did not receive any proceeds in connection with the separation.

The amount of expenses incurred in connection with the separation from June 1, 2012 to June 30, 2012 for the Company’s account in connection with the issuance and distribution of the registered securities was insignificant.

20

ITEM 15. CONTROLS AND PROCEDURES

Not applicable

ITEM 16A AUDIT COMMITTEE FINANCIAL EXPERT

Not applicable

ITEM 16B CODE OF ETHICS

Not applicable

ITEM 16C PRINCIPAL ACCOUNTANT FEES AND SERVICES

Not applicable

ITEM 16D EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable

ITEM 16E PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Not applicable

ITEM 16F CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable

ITEM 16G CORPORATE GOVERNANCE

Not applicable

ITEM 16H MINE SAFETY DISCLOSURE

Not applicable

21

PART III

ITEM 17. FINANCIAL STATEMENTS

See Item 18.

22

ITEM 18. FINANCIAL STATEMENTS

TABLE OF CONTENTS

	Page
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS For the six-month periods ended 31 December 2012 and 31 December 2011
Unaudited Consolidated Income Statements		F-2
Unaudited Consolidated Statements of Comprehensive Income (Loss)		F-3
Unaudited Consolidated Statements of Financial Position		F-4
Unaudited Consolidated Statements of Changes in Equity		F-5
Unaudited Consolidated Statements of Cash Flows		F-6
Notes to the Unaudited Condensed Consolidated Interim Financial Statements		F-7
Other Information		F-16

F-1

UNAUDITED CONSOLIDATED INCOME STATEMENTS

For the six months periods ended 31 December 2012 and 31 December 2011

(All amounts in thousands of Euro, except per share data)

	Note		1 July 2012 to 31 December 2012			3 July 2011 to 31 December 2011 Restated*
Sales				1,362,845			1,388,601
Cost of sales				(828,103	)		(880,513	)
Gross profit				534,742			508,088
Selling, general and administrative expenses				(408,143	)		(402,877	)
Operating profit				126,599			105,211
Finance income, net		11		36,114			66,040
Finance costs, net		11		(34,487	)		(1,276	)
Share of profit from associate				2,558			707
Profit before income taxes				130,784			170,682
Income tax expense		8		(39,262	)		(101,052	)
Profit for the period				91,522			69,630
Earnings per share – basic and diluted				0.15			0.12

* see Note 1

F-2

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

For the six months periods ended 31 December 2012 and 31 December 2011

(All amounts in thousands of Euro)

	1 July 2012 to 31 December 2012			3 July 2011 to 31 December 2011 Restated*
Profit for the period		91,522			69,630
Other comprehensive income (loss):
Retirement benefit obligation related items – net of tax of 9,168 and 16,136		(117,225	)		(52,446	)
Foreign currency translation – tax not applicable		(18,710	)		(31,895	)
Effective portion of cash flow hedge – net of tax of 2,650		(7,955	)		—
Total other comprehensive loss – net of tax		(143,890	)		(84,341	)
Total comprehensive loss for the period		(52,368	)		(14,711	)

* see Note 1

F-3

UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

As of 31 December 2012 and 30 June 2012

(All amounts in thousands of Euro)

	Note		31 December 2012			30 June 2012
Assets
Noncurrent assets:
Property, plant and equipment				369,688			377,437
Goodwill and other intangible assets				385,547			386,817
Investments in associate				15,286			12,567
Deferred income tax assets		8		126,290			91,418
Other noncurrent financial assets				60,569			46,855
Retirement benefit asset		9		86,593			150,193
				1,043,973			1,065,287
Current assets:
Inventories		5		343,809			404,863
Trade and other receivables				389,018			421,593
Income tax receivable				23,904			29,634
Derivative financial instruments				1,776			22,268
Cash and cash equivalents				294,204			220,343
				1,052,711			1,098,701
Total assets				2,096,684			2,163,988
Equity and liabilities
Equity:
Share capital				71,383			71,383
Additional paid in capital				407,145			417,363
Other reserves				(307,521	)		(171,148	)
Retained earnings				91,522			—
				262,529			317,598
Noncurrent liabilities:
Borrowings		7		494,869			528,958
Retirement benefit obligations		9		139,768			109,461
Deferred income tax liabilities		8		61,637			47,263
Provisions		10		55,765			52,077
Derivative financial instruments				38,282			—
Other noncurrent liabilities				74,144			73,516
				864,465			811,275
Current liabilities:
Borrowings		7		57,724			28,456
Trade and other payables				603,126			630,543
Income taxes payable				249,327			294,615
Provisions		10		43,629			66,005
Derivative financial instruments				15,884			15,496
				969,690			1,035,115
Total equity and liabilities				2,096,684			2,163,988

F-4

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the six months periods ended 31 December 2012 and 31 December 2011

(All amounts in thousands of Euro)

	Share capital		Additional paid in capital			Parent’s Net Investment			Retirement Benefit Obligation Related Items			Currency Translation Reserve			Cash flow hedge reserve			Share- based payments reserve			Retained earnings		Total Parent Net Investment/ Equity
Balance — As of 2 July 2011 as restated		—		—			3,466,630			(195,586	)		23			—			—			—		3,271,067
Profit for the period as restated		—		—			69,630			—			—			—			—			—		69,630
Retirement benefit obligation related items		—		—			—			(52,446	)		—			—			—			—		(52,446	)
Foreign currency translation as restated		—		—			—			—			(31,895	)		—			—			—		(31,895	)
Contributions from (distributions to) Parent		—		—			308,929			—			—			—			—			—		308,929
Balance — As of 31 December 2011 as restated		—		—			3,845,189			(248,032	)		(31,872	)		—			—			—		3,565,285
Retirement benefit obligation related items		—		—			—			29,362			—			—			—			—		29,362
Foreign currency translation as restated		—		—			—			—			79,394			—			—			—		79,394
Profit for the period		—		—			62,561			—			—			—			—			—		62,561
Contributions from (distributions to) Parent		—		—			(237,032	)		—			—			—			—			—		(237,032	)
Special dividend paid by DE US, Inc		—		—			(1,419,150	)		—			—			—			—			—		(1,419,150	)
Impact of Separation from Sara Lee		—		—			(1,762,822	)		—			—			—			—			—		(1,762,822	)
Issuance of Company common stock and formation of Group		71,383		417,363			(488,746	)		—			—			—			—			—		—
Balance — As of 30 June 2012		71,383		417,363			—			(218,670	)		47,522			—			—			—		317,598
Profit for the period		—		—			—			—			—			—			—			91,522		91,522
Retirement benefit obligation related items		—		—			—			(117,225	)		—			—			—			—		(117,225	)
Foreign currency translation		—		—			—			—			(18,710	)		—			—			—		(18,710	)
Cross currency interest rate swaps		—		—			—			—			—			(7,955	)		—			—		(7,955	)
Share based payments reclassification		—		(10,218	)		—			—			—			—			10,218			—		—
Settlement of share based payments		—		—			—			—			—			—			(4,993	)		—		(4,993	)
Share based compensation expenses		—		—			—			—			—			—			2,292			—		2,292
Balance — As of 31 December 2012		71,383		407,145			—			(335,895	)		28,812			(7,955	)		7,517			91,522		262,529

F-5

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the six months periods ended 31 December 2012 and 31 December 2011

(All amounts in thousands of Euro)

	Note		1 July 2012 to 31 December 2012			3 July 2011 to 31 December 2011 Restated*
Net cash provided by operating activities		13		94,431			(11,371	)
Cash flows from investing activities:
Purchases of property, plant and equipment				(39,945	)		(43,357	)
Proceeds from the sale of property, plant and equipment				127			261
Purchases of intangibles				(8,664	)		(3,227	)
Acquisition of businesses, net of cash acquired				—			(22,523	)
Interest received				14,928			12,135
Interest received from Sara Lee				—			36,765
Loans made				1,557			—
Loans made to Sara Lee				—			(1,716,000	)
Repayments of loans made to Sara Lee				—			2,201,976
Net cash provided by/(used in) investing activities				(31,997	)		466,030
Cash flows from financing activities:
Repayments of short-term borrowings				(31,930	)		(36	)
Proceeds from short-term borrowings				59,598			993
Repayments of long-term debt				(3,296	)		(59,246	)
Proceeds from long-term debt issuance				—			100,798
Interest paid				(18,228	)		(4,789	)
Transfers (to)/from Parent, net				—			158,770
Net cash provided by/(used in) financing activities				6,144			196,490
Effect of exchange rate changes on cash				5,283			840
Net increase in cash and cash equivalents				73,861			651,989
Cash and cash equivalents — Beginning of the period				220,343			1,339,049
Cash and cash equivalents — End of the period				294,204			1,991,038

* see Note 1

F-6

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS AND BASIS OF PREPARATION

D.E MASTER BLENDERS 1753 N.V. (“D.E MASTER BLENDERS” or the “Company”) is a publicly traded company incorporated under the laws of the Netherlands and listed on Euronext Amsterdam. The Company has its registered office in Joure and its headquarter in Amsterdam, the address is: Oosterdoksstraat 80, 1011 DK in Amsterdam, the Netherlands.

The unaudited condensed consolidated interim financial statements for the six months period ended 31 December 2012 include the financial statements of the Company and its subsidiaries (the “Group”).

These financial statements were authorised for issuance on 26 February 2013 by the board of directors of the Company.

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 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.

Historically, the Group has not experienced significant seasonal variations in its operating results.

Fiscal year 2013 consists of 18 months, representing the period 1 July 2012 through 31 December 2013. Fiscal year 2012 consisted of 12 months representing the period 3 July 2011 through 30 June 2012. The period 1 July 2012 through 31 December 2012 represents the first six months of fiscal year 2013 and the period 3 July 2011 through 31 December 2011 represents the first half of fiscal year 2012.

The condensed consolidated interim financial statements have not been audited and reviewed.

Basis of Preparation

The Group has prepared these unaudited condensed consolidated interim financial statements in accordance with IAS 34,Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”) and in conformity with IFRS as adopted by the European Union.

The basis of preparation and the accounting policies used to prepare the unaudited condensed consolidated interim financial statements are the same as those described in the consolidated financial statements as of and for the fiscal year ended 30 June 2012, except for taxes on income in the interim periods which are accrued using the tax rate that would be applicable to expected total annual earnings in each tax jurisdiction.

The financial statements for all periods have been prepared under the historical cost convention as modified by the revaluation of certain financial assets and liabilities.

Combined group – Prior to Separation

On 28 June 2012, the international coffee and tea business of then Sara Lee Corporation (“Sara Lee” or “Parent”) was spun-off (the “Separation”) into the Company. The Company was formed on 27 February 2012 for the purpose of becoming the parent company of the international coffee and tea business of Sara Lee.

The financial information with respect to the international coffee and tea business prior to Separation is reflected in the individual legal entities that comprise the Group. The financial statements prior to Separation 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 was shown in lieu of equity in these 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.

F-7

During the periods prior to Separation, 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 were allocated to the Group based on the most relevant allocation method to the service provided, primarily based on percentage of revenue or headcount. Management believes such allocations were reasonable; however, they might 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 was included in selling, general and administrative expenses in the income statements for the periods presented prior to Separation.

Consolidated group – after Separation

The contribution of Sara Lee’s international coffee and tea business into the Company was accounted for based on the Group’s accounting policy for common control transactions. Accordingly, the assets, liabilities and results of operations of the international coffee and tea business were presented for all periods based on the carrying values recognised in the financial statements of the Group immediately prior to the Separation. Following the Separation, the Group’s equity represents the Company’s issued and outstanding share capital, additional paid in capital and reserves.

•Share capital: share capital was established based on the par value of €0.12 per share for the 594,859,274 shares issued in connection with the Separation;

•Additional paid in capital: the remaining parent’s net investment, after recording share capital.

RESTATEMENT OF PRIOR UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On 1 August 2012, the Group announced it had identified accounting irregularities involving previously issued financial results for its Brazilian operations, which would require the restatement of their previously issued financial statements. The accounting irregularities and certain other adjustments identified in the Brazil operations included the overstatement of accounts receivable due to the failure to write-off uncollectible customer discounts, improper recognition of sales revenues prior to shipments to customers, the understatement of accruals for various litigation issues, and the failure to write-off obsolete inventory and other inventory valuation issues. These accounting irregularities and certain other adjustments resulted from an ineffective control environment maintained by management in Brazil, including intentional overrides of internal controls, and extensive cross-functional collusion by company personnel and third parties in Brazil. These actions were designed to meet earnings targets.

The Group has restated its previously issued unaudited condensed consolidated financial statements for the six months period ended 31 December 2011 to reflect the correction of the accounting errors. The impact of the restatement is as follows (amounts in thousands of euro, except for per share data):

F-8

UNAUDITED CONSOLIDATED INCOME STATEMENT

For the six months period ended 31 December 2011:

	Previously reported				Adjustment			Restated
Sales		1,387,205				1,396			1,388,601
Cost of sales		(878,310	)			(2,203	)		(880,513	)
Gross profit		508,895				(807	)		508,088
Selling, general and administrative expenses		(402,746	)	��		(131	)		(402,877	)
Operating profit		106,149				(938	)		105,211
Finance income, net		66,040				—			66,040
Finance costs, net		(1,276	)			—			(1,276	)
Share of profit from associate		707				—			707
Profit before income taxes		171,620				(938	)		170,682
Income tax expense		(101,077	)			25			(101,052	)
Profit for the period		70,543				(913	)		69,630
Earnings per share		0.12				(0	)		0.12

UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)

For the six months period ended 31 December 2011:

	Previously reported			Adjustment			Restated
Profit for the period		70,543			(913	)		69,630
Other comprehensive income (loss):
Retirement benefit obligation related items – net of tax		(52,446	)		—			(52,446	)
Foreign currency translation – tax not applicable		(35,374	)		3,479			(31,895	)
Total other comprehensive loss – net of tax		(87,820	)		3,479			(84,341	)
Total comprehensive loss for the period		(17,277	)		2,566			(14,711	)

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the six months period ended 31 December 2011:

	Previously reported		Adjustment			Restated
Parent’s net investment		3,604,204		(38,919	)		3,565,285

The statement of cash flow for the six months period ended 31 December 2011 was restated for the decrease in the profit for the year amounting to € 913,000. This decrease was offset by movements in other items within net cash provided by operating activities.

All adjustments relate to the Retail—Rest of World segment.

F-9

2. ACCOUNTING POLICIES

The unaudited condensed consolidated interim financial statements should be read in conjunction with the Group’s consolidated financial statements as of and for the fiscal year ended 30 June 2012, which were prepared 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.

IAS 19,Employee Benefits, was amended in June 2011 for annual reporting periods beginning on or after 1 January 2013, with early adoption permitted. The amendments require the calculation of finance costs on a net funding basis and replacement of the expected return on plan assets by the discount rate. The Group performed an initial calculation of the impact of adopting the amendment to IAS 19. The Group estimates that if the amendment had been applied during the six months period ended 31 December 2012, the finance income would be reduced with approximately €19 million. The Group will adopt the amended IAS 19 as from the next fiscal year, starting 1 January 2014.

3. FINANCIAL RISKS

Cross currency interest rate swap

In line with the Group’s risk management policy, in September 2012 the Group entered into cross currency interest rate swaps to hedge the full amount of fixed interest rate US Dollar denominated senior notes ($650 million) into fixed interest rate Euro debt. The payment terms of the cross currency interest rate swaps exactly mirror the interest and principal payment conditions of the underlying US Dollar denominated senior notes.

The cross currency interest rate swaps have been designated for hedge accounting as cash flow hedges. Fair value movements are recognised directly in the Cash Flow Hedge Reserve, a separate component within Equity, net of the foreign exchange and interest effective to the period.

4. SEGMENT INFORMATION

The segment information for the six months period ended 31 December 2012 is as follows (all amounts in thousands of Euro):

	Retail – Western Europe		Retail – Rest of World		Out of Home		Unallocated			Total
Sales		624,368		402,398		316,979		19,100			1,362,845
Adjusted EBIT		127,974		25,540		47,249		(19,174	)		181,589
Restructuring charges (Note 10)											(14,505	)
Restructuring—related expenses											(6,133	)
Impairment charges											(10,208	)
Legacy items											(1,660	)
Non-recurring expenses											(15,155	)
Other											(7,329	)
Operating profit											126,599
Finance income, net											36,114
Finance costs, net											(34,487	)
Share of profit (loss) from associate											2,558
Profit before tax											130,784
Depreciation and amortisation expense											42,742

F-10

The segment information for the six months period ended 31 December 2011 is as follows (all amounts in thousands of Euro):

	Retail – Western Europe		Retail – Rest of World a)		Out of Home a), b)		Unallocated			Total
Sales		625,581		378,189		309,629		75,202			1,388,601
Adjusted EBIT		100,937		24,259		51,601		(9,143	)		167,654
Restructuring charges (Note 10)											(35,448	)
Restructuring—related expenses											(20,133	)
Impairment charges											(6,463	)
Branded Apparel costs											(536	)
Other											137
Operating profit											105,211
Finance income, net											66,040
Finance costs, net											(1,276	)
Share of profit (loss) from associate											707
Profit before tax											170,682
Depreciation and amortisation expense											39,873

^a)  restated, see Note 1

^b)  a scope change to align with how the segments are controlled, has led to the transfer of certain Out of Home activities to the segment Retail Rest of World

5. INVENTORIES

The composition of inventories is as follows (all amounts in thousands of Euro):

	31 December 2012			30 June 2012
Raw materials (including packaging)		196,016			201,027
Work in progress		13,394			13,607
Finished goods (including Out of Home machines)		144,860			201,279
		354,270			415,913
Provision for write downs		(10,461	)		(11,050	)
Total		343,809			404,863

6. SHARE-BASED PAYMENTS

The Group recognised total share based compensation expense of €2.3 million in the six months period ended 31 December 2012 (six months period ended 31 December 2011: €0.9 million).

F-11

7. BORROWINGS

The Group’s borrowings are summarised in the following table (all amounts in thousands of Euro):

			31 December 2012					30 June 2012
	Maturity date	Currency denomination	Current		Noncurrent			Current		Noncurrent
3.60% Series A Senior Notes	May 2019	US Dollars		—		175,292			—		186,615
3.81% Series B Senior Notes	May 2020	US Dollars		—		90,668			—		96,525
4.03% Series C Senior Notes	May 2021	US Dollars		—		93,691			—		99,743
4.20% Series D Senior Notes	May 2022	US Dollars		—		131,469			—		139,961
Debt issuance costs	Various	US Dollars		—		(1,035	)		—		(1,206	)
Brazilian real borrowings	Various	Brazilian Real		49,004		—			25,136		—
Acquisition financing	Various	Brazilian Real		3,868		4,629			3,320		7,158
Other financing	Various	Various		4,852		155			—		162
Total borrowings				57,724		494,869			28,456		528,958

8. INCOME TAXES

	31 December 2012			31 December 2011
Interim tax rate		29.9	%		39.0	%
Discrete items		0.0	%		19.9	%
Effective tax rate		29.9	%		58.9	%

The interim tax rate is estimated using the effective tax rate per country for the fiscal year, where the current fiscal year consists of 18 months whereas last fiscal year consisted of 12 months. The interim tax rate of the Group in the six months period ended 31 December 2012 has significantly reduced compared to the six months period ended 31 December 2011. This reduction is primarily a result of structurally lower US repatriation taxes combined with additional restructurings and other initiatives that are or will be implemented this fiscal year.

Last year’s discrete items primarily related to the recognition of a tax liability for profits that were no longer assumed to be reinvested in anticipation of the separation from Sara Lee combined with changes in estimates of uncertain tax positions.

9. RETIREMENT BENEFIT OBLIGATIONS

During the period from 30 June 2012 to 31 December 2012 the Group made contribution payments to the pension plans of €29 million of which €25 million to the UK Plans and €4 million to the plans in the Netherlands and in other countries.

The average discount rate used to determine the benefit obligation decreased from 4.40% to 3.82% during the period. As a result the pension obligation increased by €237 million and the asset ceiling restriction was no longer valid (30 June 2012: €65 million).

Together with a gain on plan assets (€45 million) a total loss of comprehensive income was recognised of €127 million.

10. PROVISIONS

The change in provisions was as follows (all amounts in thousands of Euro):

	Restructuring			Legal and Other			Total
Noncurrent		10,300			23,605			33,905
Current		28,559			11,320			39,879
Carrying amount as of 3 July 2011		38,859			34,925			73,784
Additions charged to income statement		37,890			—			37,890
Payments		(23,749	)		(3,326	)		(27,075	)
Change in estimate		(2,442	)		(5,155	)		(7,597	)
Unwinding of discount and effect of changes in the discount rate		148			180			328
Other		3,870			—			3,870
Currency translation differences		(51	)		(502	)		(553	)
Carrying amount as of 31 December 2011		54,525			26,122			80,647
Noncurrent		1,396			20,974			22,370
Current		53,129			5,148			58,277
Carrying amount as of 31 December 2011		54,525			26,122			80,647

F-12

	Restructuring			Legal and Other			Total
Noncurrent		767			51,310			52,077
Current		40,427			25,578			66,005
Carrying as of fiscal year 30 June 2012		41,194			76,888			118,082
Additions charged to income statement		14,505			(2,516	)		11,989
Payments		(23,582	)		(3,854	)		(27,436	)
Change in estimate		81			(544	)		(463	)
Unwinding of discount and effect of changes in the discount rate		10			468			478
Other		(309	)		(1,680	)		(1,989	)
Currency translation differences		(21	)		(1,246	)		(1,267	)
Carrying amount as of 31 December 2012		31,878			67,516			99,394
Noncurrent		767			54,998			55,765
Current		31,111			12,518			43,629
Carrying amount as of 31 December 2012		31,878			67,516			99,394

Restructuring—During the periods presented, the Group took a number of actions to maximise the efficiency of its operations, which resulted in a decreased headcount.

In connection with these actions, the Group recognised expenses of €14.5 million and €12.7 million during the six months periods 31 December 2012 and 31 December 2011, respectively. The Group expects that the majority of the remaining provision will be paid out within the next 12 months with certain payments extending out five years.

The Group also took a charge of €25.2 million in the six months period ended 31 December 2011 to recognise certain contractual termination fees for IT contracts that were renegotiated to align with our current organisational structure.

11. FINANCE INCOME AND COSTS

Finance income consists of the following (all amounts in thousands of Euro):

	1 July 2012 to 31 December 2012			3 July 2011 to 31 December 2011
Pension finance income:
Expected return on assets		76,730			74,748
Interest expense		(56,165	)		(56,590	)
Total pension finance income		20,565			18,158
Interest income on loans to Sara Lee		—			35,008
Other interest income		15,549			12,874
Total		36,114			66,040

F-13

Finance costs consist of the following (all amounts in thousands of Euro):

	1 July 2012 to 31 December 2012		3 July 2011 to 31 December 2011
Interest expense		23,164		10,709
Net foreign exchange (gain) loss		11,323		(9,682	)
Other		—		249
Total		34,487		1,276

12. RELATED-PARTY TRANSACTIONS

The Group had historically been part of the Sara Lee and as a result had entered into a number of transactions with other Sara Lee entities. The Group shared many functions and services that were performed by various members of Sara Lee and costs were allocated across the relevant entities which had benefited prior to the Separation. The costs were allocated on the basis that Sara Lee believed was a reasonable reflection of the utilisation of each service provided or the benefit received by each Sara Lee entity. The allocated costs, while reasonable, may not necessarily be indicative of the costs that would have been incurred by the Group if it had performed these functions or received these services as a stand-alone group. Balances and transactions between entities within the Group, which are related parties, have been eliminated and are not disclosed in this note.

The Group’s transactions with Sara Lee prior to the Separation, were as follows (all amounts in thousands of Euro):

	1 July 2012 to 31 December 2012		3 July 2011 to 31 December 2011
Sales to Sara Lee		—		6,105
Management fee earned from Sara Lee for research and development		—		2,539
Corporate overhead allocations from Sara Lee		—		17,587
Share-based payments		—		969
Interest income on loans receivable from Sara Lee		—		35,010

In December 2012, the Company announced that CEO Mr. M. Herkemij would leave at the end of the calendar year, and that Mr. J. Bennink will assume these responsibilities until a new CEO will be appointed.

The Board and Mr. M. Herkemij have reached a mutual agreement that includes the following remuneration components:

• Six months’ salary, pension contributions, vacation days, insurances and benefits in lieu of notice in the amount of €675,647 plus the short term variable compensation conditional upon achievement of actual business performance over the period 1 July 2012 through 30 June 2013. The at-target bonus amount would be €900,000 providing at-target achievement, payable in September 2013;

• Severance payment of one base salary in the amount of €900,000;

• Long term incentive for which the performance condition has been settled will be pro-rated at 50%, equalling 25,088 DEMB units pre-tax. These have vested in DEMB shares as per 31 December 2012;

• Long term incentive conditional upon achievement against the relative Total Shareholder Return performance condition. These have been pro-rated at 25% of the total grant awards, equalling 26,520 for the 2/3rd fiscal year 2012 grant (grant value €250,000) plus 40,463 for the September 2012 grant (grant value €375,000). The final value upon vesting at 30 June 2013 will be determined by the performance condition achievement at that point;

• All remaining long term incentives have been cancelled.

F-14

13. CASH FLOW FROM OPERATING ACTIVITIES

The Group’s cash flow from operating activities consists of the following (all amounts in thousands of Euro):

	1 July 2012 to 31 December 2012			3 July 2011 to 31 December 2011 Restated*
Profit for the period		91,522			69,630
Adjustments for:
Depreciation, amortisation and impairments		49,605			46,336
Loss on sale of assets		2,403			4,575
Share of profit from associate		(2,558	)		(707	)
Income tax expense		39,262			101,055
Interest income		(15,549	)		(47,885	)
Interest expense		23,164			11,308
Pension expense		(8,417	)		(10,353	)
Provision charges		11,989			30,293
Changes in operating assets and liabilities:
Inventories		55,377			(76,459	)
Provision for inventory write-downs		(505	)		3,624
Trade and other receivables		(3,509	)		5,698
Provision for doubtful accounts		1,787			1,236
Trade and other payables		(10,580	)		(1,721	)
Derivative financial instruments		21,156			(34,378	)
Other		788			(5,697	)
Pension payments		(28,542	)		(80,852	)
Payments of provisions		(26,154	)		(27,075	)
Income tax payments		(106,808	)		—
Net cash provided by operating activities		94,431			(11,371	)

* See Note 1

F-15

OTHER INFORMATION

Financial Risk Factors

D.E MASTER BLENDERS 1753 N.V. risk categories and risk factors which could have a material impact on its financial position and results are extensively described in the 2012 Annual Report. Those risk categories and risk factors are deemed incorporated and repeated in this report by reference and D.E MASTER BLENDERS 1753 N.V. beliefs that these risks similarly apply for the next 12 months of 2013.

With respect to related parties reference is made to note 12 of these interim financial statements.

Responsibilities of the Directors

The Directors declare that, to the best of their knowledge:

• This condensed set of interim financial statements, which have been prepared in accordance with IAS 34 ‘Interim Financial Reporting’, gives a true and fair view of the assets, liabilities, financial position and profit of D.E MASTER BLENDERS 1753 N.V.

• The interim management report gives a true and fair view of the information required in accordance with Article 5:25 d (8) of the Financial Supervision Act.

/s/ Jan Bennink         Jan Bennink Chief Executive Officer   26 February 2013 /s/ Michel M.G. Cup Michel M.G. Cup Chief Financial Officer

F-16

ITEM 19. EXHIBITS

Not applicable

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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this transition report on its behalf.

D.E MASTER BLENDERS 1753 N.V.

/s/ Michel M.G. Cup

Michel M.G. Cup

Chief Financial Officer

Date: March 25, 2013

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