2011 Half-Year Financial Report

Summary

Interim management report………….4

Auditor's report on the 2011 half-year financial information…………………17

Condensed consolidated financial statements and notes……………….20

Statement by the person responsible for the 2011 half-year financial report …………………………………………..62

2011 Interim Management report

FIRST-HALF 2011 CONSOLIDATED RESULTS

Introduction
Prior period comparatives presented in the consolidated financial statements
First-half 2011 versus first-half 2010
Liquidity et financial resources
Material contracts
Significant events of first-half 2011
Standard & Poor's rating

CONCLUSION AND FULL-YEAR 2011 OUTLOOK

MAIN RISKS AND UNCERTAINTIES

MAIN RELATED-PARTY TRANSACTIONS

SUBSEQUENT EVENTS

EDENRED

INTERIM MANAGEMENT REPORT

	First-half 2011 consolidated results	p.5
 	Introduction Prior period comparatives presented in the consolidated financial	p.5
	Statements	p.6
	First-half 2011 vs. first-half 2010	p.6
 	Liquidity and financial resources Material contracts	p.11 p.13
	Significant events of first-half 2011	p.13
	Standard & Poor's rating	p.14
	Conclusion and full-year 2011 outlook	p.14
	Main risks and uncertainties	p.14
	Main related-party transactions	p.14
	Subsequent events	p.15

SECTION 1 - FIRST-HALF 2011 CONSOLIDATED RESULTS

1.1 Introduction

Edenred enjoyed rapid organic growth in first-half 2011, reporting results in line with its objectives. After one year as a standalone company, this performance was a compelling demonstration of the business model's robustness and the first effects of the strategy implementation.

The four main like-for-like performance indicators all improved:

Issue volume¹ rose 10.0% to €7,264 million.
EBIT increased 12.1% to €167 million.
Recurring profit after tax was 31.3% higher at €96 million.
Funds from operations (FFO) gained 20.2% to €119 million.

Growth in issue volume automatically drives up funds from operations. Given the nature of the Group's business, growth has been achieved without tying up substantial financial resources, as routine capital expenditure needs are by definition very limited.

These results attest to the robustness of Edenred's business model based on product and geographic diversification. In first-half 2011, emerging markets accounted for 57% of total issue volume.

They also illustrate the effectiveness of the Group's two-pronged strategy:

Focus on issue volume growth in the core business, with confirmed objective of normalized growth in like-for-like issue volume of 6% to 14% per year.
Accelerate the digital transition, with confirmed objective of 50% paperless issue volume by 2012.

		First-half	% change
(in € millions)	2010	2011	Reported	Like-for-like
Issue volume	6,615	7,264	+9.8%	+10.0%
Revenue, of which:	461	501	+8.6%	+9.8%
Operating revenue	422	456	+8.1%	+9.2%
Financial revenue	39	44	+14.8%	+16.0%
Operating expenses*	(306)	(334)	9.0%	8.6%
EBIT, of which:	155	167	+8.0%	+12.1%
Operating EBIT	116	123	+5.7%	+10.8%
Financial EBIT	39	44	+14.8%	+16.0%
Operating profit before tax and non-recurring items	114	144	+25.8%	NA
Recurring profit after tax	72	96	+31.3%	NA

First-half 2011 financial highlights:

* Including depreciation, amortization and provision expense

¹ Issue volume is calculated by multiplying the number of vouchers issued by their face value.

1.2 Prior period comparatives presented in the consolidated financial statements

Following the June 29, 2010 asset contribution and demerger from Accor, the first-half 2011 condensed consolidated financial statements include the following comparative information:

1. IFRS and pro forma financial information for the twelve months ended December 31, 2010
1. IFRS and pro forma financial information for the six months ended June 30, 2010.

Unless otherwise specified, the comparative data contained in this report are based on the pro forma financial statements.

The pro forma financial statements for the periods ended June 30, 2010 and December 31, 2010 include operating expenses of €2 million and financial expenses of €37 million, representing the first-half 2010 pro forma impact of setting up financing for the new organization as if it had been established on January 1, 2010.

The Auditors have issued reports on their review of the pro forma financial information for the periods ended June 30, 2010 and December 31, 2010. The report relating to the financial statements for the period ended June 30, 2010 is presented on page 34 of the First-Half 2010 Financial Report. The report relating to the financial statements for the period ended December 31, 2010 is presented on page 98 of the 2010 Registration Document filed on April 13, 2011 with the Autorité des Marchés Financiers under number R.11-013.

The Auditors have performed a limited review of the condensed consolidated financial statements for the six months ended June 30, 2011. Their review report is presented on page 17.

1.3 First-half 2011 vs. first-half 2010

1.3.1 Issue volume

Issue volume amounted to €7,264 million in the first half of 2011, up 10.0% like-for-like and 9.8% as reported. Changes in scope of consolidation had a 0.7% positive effect while the net currency effect was a negative 0.9%.

First-half issue volume growth was in line with the Group's mid-term target of between 6% and 14% normalized annual growth.

	Employee benefits		Expense management	Incentive and rewards	Public social programs	TOTAL
	Meal & Food	Quality of life
Issue volume (in € millions)	5,794	520	618	271	61	7,264
% of total issue volume	80%	7%	8%	4%	1%	100%
Like-for-like growth	+10%	+10%	+19%	-3%2	+17%	+10%

The following table presents changes in issue volume by type of solution in first-half 2011:

² Incentive & Rewards issue volume was negatively affected by the drop in Kadéos BtoC card issue volume in France.

The drivers of the 10.0% growth in issue volume were:

Higher penetration rates in existing markets, accounting for 4.8 points of growth. Effective sales and marketing initiatives were deployed in all of Edenred's markets to attract new clients and beneficiaries. These initiatives added close to 20,000 beneficiaries in France and 35,000 in Brazil for Ticket Restaurant® and nearly 16,000 in the United Kingdom for Childcare Vouchers³ .
Increased average face values, contributing 4.5 points of growth, particularly in Latin America.
New solutions, generating 0.7 points of growth in line with last year's 0.6 points. This driver will represent an increasingly significant contributor to issue volume growth from 2012, with the systematic deployment of new solutions.

The following table shows growth in issue volume by region between first-half 2010 and first-half 2011:

(in € millions)	First-half	% change
Segment by region	2010 2011		Reported	Like-for-like
France	1,248	1,276	+2.3%	+2.3%
Rest of Europe	2,318	2,380	+2.7%	-0.3%
Latin America	2,837	3,370	+18.8%	+21.0%
Rest of the world	212	239	+12.2%	+19.8%
Total	6,615	7,264	+9.8%	+10.0%

Organic issue volume growth accelerated to 10.9% in the second quarter from 9.0% in the first, led by:

3.7% growth in Europe in the second quarter (excluding the €39 million impact of the lost Consip contract in Italy) versus 2.2% in the first, primarily reflecting the first signs of stabilization in Central Europe.
Sharply higher issue volume in Latin America during the quarter (up 21.5% like-for-like), lifted by growth in salaried employment, higher penetration rates and increased face values.

³ Net gain of new clients, not won from the competition and excluding existing client companies.

1.3.2 Revenue

Consolidated revenue includes a) operating revenue generated by the business and b) financial revenue corresponding to interest generated by investing available cash from operations. In first-half 2011, total revenue amounted to €501 million, up 9.8% like-for-like and 8.6% as reported. Changes in consolidation scope had a negative impact of 0.8% and the net currency effect was a negative 0.3%.

Revenue breaks down as follows by origin:

	First-half			% change
(in € millions)	2010	2011	Reported	Like-for-like
Operating revenue generated by issue volume	343	374	+9.1%	+8.6%
Other operating revenue (without issue volume)	79	82	+3.7%	+11.6%
Operating revenue	422	456	+8.1%	+9.2%
Financial revenue	39	44	+14.8%	+16.0%
Total revenue	461	501	+8.6%	+9.8%

1.3.2.1 Operating revenue

First-half 2011 operating revenue totaled €456 million, representing an increase of 9.2% like-for-like. On a reported basis, the increase came to 8.1% after taking into account:

The 0.7% negative impact of changes in scope of consolidation.
The 0.4% negative net currency effect, of which a positive 1.3% due to the Brazilian real and a negative 1.9% due to the Venezuelan bolivar⁴ .

The pace of growth accelerated sharply in the second quarter, with operating revenue rising 11.7% like-for-like versus 6.6% in the first quarter.

Like-for-like growth	Q1 2011	Q2 2011	H1 2011
France	-1.1%	+0.6%	-0.3%
Rest of Europe	-1.1%	+7.5%	+3.0%
Latin America	+17.4%	+19.5%	+18.5%
Rest of the world	+10.0%	+9.7%	+9.8%
TOTAL	+6.6%	+11.7%	+9.2%

(a) France: first-half operating revenue of €70 million

In France, operating revenue dipped 0.3% like-for-like in the first half, reflecting a 1.1% decrease in the first quarter and a 0.6% increase in the second. The Ticket Restaurant® business trended up, with activity rising 4.2% like-for-like in the second quarter versus 2.9% in the first. However, BtoC gift vouchers continued to be affected by competition from a single-brand card launched by the main distributor of Kadéos cards, FNAC. As a result, the activity fell 36.0% like-for-like in the second quarter compared with the same period of 2010.

⁴ Resulting from the application of the new official exchange rate for the Venezuelan bolivar (VEF 5.3/USD vs. VEF 4.3 in first-half 2010)

(b) Rest of Europe: first-half operating revenue of €159 million

In the Rest of Europe region, operating revenue climbed 3.0% like-for-like in the first half, reflecting the net effect of a 1.1% decline in the first quarter and a 7.5% upswing in the second. This significant increase in the second quarter came from:

The rise in operating revenue generated by issue volume, up 2.8% like-for-like in the second quarter after contracting 1.7% in the first, a turnaround that was mainly attributable to the first signs of stabilization in Central Europe.
The positive impact of operating revenue without issue volume, coming from the signature of one-off Incentive & Rewards contracts in Germany in the second quarter.

In Belgium, operating revenue increased 3.8% like-for-like in the second quarter, led by the robust performance of the meal vouchers business. Growth for the first half of the year was 4.9%.

In the United Kingdom, demand for Childcare Vouchers remained strong, helping to drive 8.1% like-for-like growth in operating revenue in the second quarter and 5.5% in the first half.

In Italy, second quarter operating revenue grew 5.3% like-for-like, lifted by strong demand in the meal voucher market. First-half growth was 4.3%.

In Romania, the rate of decline in operating revenue eased to 11.6% like-for-like in the second quarter from 39.6% in the first, thanks to a gradual stabilization of issue volumes and client fee rates. Over the first six months, the decline was 27.0%.

(c) Latin America: first-half operating revenue of €194 million

In Latin America, operating revenue increased by 18.5% like-for-like in the first half, reflecting gains of 17.4% in the first quarter and 19.5% in the second. This strong growth was attributable to vibrant local economies and solid sales performances.

In Brazil, operating revenue rose 20.6% like-for-like in the second quarter and 18.6% in the first half. All solutionss contributed to the increase, especially meal and food vouchers (up 21.3% in the second quarter) and Ticket Car® (up 18.4% in the second quarter).

In Hispanic Latin America, operating revenue expanded 17.4% like-for-like in the second quarter. In this market too, all solutions performed well and operating revenue from meal and food vouchers rose by a strong 18.0% during the quarter. In all, first-half growth came to 18.6%.

1.3.2.2 Financial revenue

Financial revenue⁵ continued to grow in the second quarter, rising 19.0% on the back of 13.0% growth in the first quarter, to end the first half up 16.0% compared with the same period of 2010.

In Latin America, higher interest rates and the increased float (corresponding to the negative working capital requirement) lifted financial revenue by 41.0% like-for-like in the second quarter, versus 38.8% in the first.

In Europe, where interest rates have also started to trend upwards, financial revenue gained 7.5% like-for-like in the second quarter after rising 1.1% in the first.

⁵ Financial revenue corresponds to interest generated by investing available cash from operations.

1.3.3 EBIT

1.3.3.1 EBIT analysis

EBIT corresponds to total revenue (operating and financial) less operating expenses, depreciation, amortization and provisions. Total EBIT amounted to €167 million in first-half 2011 versus €155 million in the year-earlier period, representing an increase of 12.1% like-for-like and 8.0% as reported, after taking into account the €6 million in extra costs generated by the digital transition.

Operating EBIT (which excludes financial revenue) rose by a strong 10.8% like-for-like. Underpinning this good performance, the operating flow-through ratio⁶ adjusted for the extra costs generated by the digital transition stood at 49%, in line with the Group's target of 40% to 50%.

In all, operating EBIT as a percentage of operating revenue came to 26.9% as reported in first-half 2011 compared with 27.5% in the year earlier period, reflecting the €6 million in extra costs generated during the period by the digital transition, negative currency effects and the negative impact of changes in scope of consolidation. The like-for-like change excluding digital transition costs was a sharp 180-basis point improvement.

Financial EBIT, reflecting 100% flow-through of financial revenue for the period (€44 million), rose by 16.0% like-for-like as a result of higher interest rates.

1.3.3.2 EBIT by region

In France, EBIT amounted to €23 million, a decline of 6.6% like-for-like due to the €2 million in extra costs generated during the period by the digital transition. Excluding these costs, EBIT was 2.1% higher than in first-half 2010.

In the Rest of Europe region, EBIT came to €59 million, down 3.4% like-for-like. The decline was due to the difficulties experienced in Romania and the €3 million in extra costs generated during the period by the digital transition in this region. Excluding these costs, EBIT rose by 1.5% versus first-half 2010.

In Latin America, EBIT amounted to €96 million, up by a very strong 25.0% like-for-like. Excluding the €1 million in extra costs generated during the period by the digital transition, EBIT was 26.0% higher than in first-half 2010.

1.3.4 Net financial expense

Net financial expense fell to €23 million in first-half 2011 from €41 million in the year-earlier period. The improvement was mainly due to the higher borrowing costs in first-half 2010, which were estimated at around €37 million based on an assumed average interest rate of 4.35%.

1.3.5 Income tax expense

Income tax expense remained fairly stable, at €44 million in first-half 2011 compared with €40 million in the year-earlier period. The effective tax rate was 31.0%, compared with 35.2% in first-half 2010⁷ .

1.3.6 Recurring profit after tax

After deducting net financial expense of €23 million, income tax expense of €44 million and minority interests of €4 million, recurring profit after tax came to €96 million, an increase of 31.3% from €72 million in first-half

⁶ Operating flow-through ratio: ratio between the like-for-like change in operating EBIT and the like-for-like change in operating revenue.

⁷ The effective tax rate for first-half 2010 has been recalculated based on the post-demerger 2010 tax position.

Recurring earnings per share amounted to €0.42, based on 225,897,396 shares, compared with €0.32 in the first six months of 2010.

1.3.7 Net profit

Including net non-recurring income of €2 million, corresponding mainly to gains on asset disposals, and after deducting net financial expense of €23 million, income tax expense of €44 million and minority interests of €4 million, net profit, Group share, came to €98 million in first-half 2011 compared with €37 million in the year-earlier period.

1.4 Liquidity and financial resources

1.4.1 Cash flows

(in € millions)	H1 2010	H1 2011
EBITDA	167	182
Net financial expense	(41)	(23)
Income tax expense	(40)	(48)
Non-cash items	3	8
Funds from operations before non-recurring items (FFO)	89	119
Variation in working capital	(197)	(238)
Variation in restricted cash8	(8)	(17)
Recurring expenditure	(12)	(14)
Development expenditure	(13)	(13)
Dividends paid to minority shareholders of subsidiaries	(2)	(11)
Dividends paid to equity holders of the parent	-	(113)
Effect of changes in foreign exchange rates	151	(35)
Other	(25)	9
(Increase)/decrease in net debt	(17)	(313)

Funds from operations before non-recurring items (FFO) amounted to €119 million, versus €89 million in firsthalf 2010, representing a like-for-like increase of 20.2%, in line with the Group's medium-term target of more than 10% normalized annual growth.

During the period, Edenred paid its first dividend in the amount of €113 million, representing a payout rate of nearly 70% of 2010 consolidated recurring profit after tax.

⁸ Restricted cash corresponds to service voucher funds that are required to be invested in risk-free money market instruments convertible at any time into known amounts of cash in accordance with local regulations, mainly in France, Romania and the United Kingdom. Interest on these investments is attributable to Edenred.

1.4.2 Working capital requirement

	June 30,	December	June 30,	∆ June 30, 2011/ June 30,	∆ June 30, 2011 / Dec. 31,
(in € millions)	2010	31, 2010	2011	2010	2010
Inventories	10	12	10	0	(2)
Trade receivables	934	951	942	8	(9)
Other receivables	263	316	258	(5)	(58)
Working capital assets	1,207	1,279	1,210	3	(69)
Trade payables	71	76	60	(11)	(16)
Other payables	208	174	163	(45)	(11)
Vouchers in circulation	2,904	3,278	2,970	66	(308)
Working capital liabilities	3,183	3,528	3,193	10	(335)
Float (net working capital
requirement)	1,976	2,249	1,983	7	(266)

The following table sets out the items that make up working capital requirement:

The float (net working capital requirement) at June 30, 2011 was down €7 million compared with June 30, 2010 and up €266 million compared with December 31, 2010.

1.4.3 Net debt

Net debt at June 30, 2011 amounted to €338 million versus €320 million at June 30, 2010. The ratio of adjusted funds from operations to adjusted net debt came to 40%, reflecting a strong investment grade rating⁹ .

		December 31,
(in € millions)	June 30, 2010	2010	June 30, 2011
Long-term debt	903	1,499	1,499
Short-term debt	613	17	34
Bank overdrafts	17	66	41
Derivatives	1	-	7
Financial debt	1,534	1,582	1,581
Short-term loans	(1)	-	-
Marketable securities	(1,174)	(1,480)	(1,170)
Cash	(35)	(73)	(66)
Derivatives	(3)	(4)	(4)
Short-term receivables from disposals of assets	(1)	-	(3)
Current financial assets	(1,214)	(1,557)	(1,243)
Net debt	320	25	338

At June 30, 2011, long-term debt mainly comprised €794 million in bond debt due October 2017 and bank loans repayable between June 2013 and June 2015 for €695 million.

Short-term debt corresponded for the most part to accrued interest, in the amount of €21 million, and €9 million worth of short-term lines of credit.

Marketable securities consisted primarily of money market instruments.

⁹ The ratio of adjusted funds from operations to adjusted net debt, determined by the Standard & Poor's method, must be above 30% to maintain a strong investment grade rating.

1.4.4 Equity

Equity represented a negative amount of €1,075 million at June 30, 2011 and €1,044 million at December 31, 2010. This is due to the recognition at historical cost of the assets contributed or sold to Edenred by Accor through the asset contribution-demerger transaction.

For further information about changes in consolidated equity, refer to the presentation of the condensed interim consolidated financial statements for the period ended June 30, 2011 (page 26).

1.5 Material contracts

During the first half of 2011, no contracts, other than contracts entered into in the ordinary course of business, were entered into by any member of the Group in connection with any acquisition and containing any provision under which any member of the Group would have any obligation or entitlement that was material to the Group.

1.6 Significant events of first-half 2011

• Acquisitions

In line with its development strategy, in January 2011 Edenred announced the acquisition of RistoChef, Italy's seventh-largest provider of meal vouchers. With more than 1,800 customers and a nearly 3% market share, RistoChef, a wholly-owned subsidiary of the Elior group, generated an estimated issue volume of some €70 million in 2010. The transaction is consistent with Edenred's strategy of making targeted acquisitions and enables it to consolidate its leadership position in Italy, where it now serves more than 40% of the market.

The €13 million acquisition price was paid in cash. The difference between the cost of the business combination and the net assets acquired amounted to €13 million before deferred taxes. Of this, €4 million was recognized under "contractual customer relationships".

• Disposals

Following a strategic review of its portfolio of businesses, Edenred decided to dispose of certain employee assistance program (EAP) assets.

(a) Divestment of EAP France and its stake in BEA (Bien-être à la carte)

In April 2011, Edenred sold 100% of EAP France and its stake in BEA (a provider of corporate concierge services) to Europ Assistance France (51%) and Malakoff Médéric (49%). The business, which does not generate any issue volume, contributed €5 million to consolidated revenue in 2010.

(b) Divestment of WorkPlace Benefits and its subsidiaries

In May 2011, Edenred sold its stake in WorkPlace Benefits and its subsidiaries to the majority shareholder (an individual). The shares were sold for €3 million, generating a capital gain of €1 million. The business, which does not generate any issue volume, contributed €9 million to consolidated revenue in 2010.

The total proceeds from these two divestments amounted to €7 million.

1.7 Standard & Poor's rating

On June 9, 2010, Standard & Poor's announced that it had assigned Edenred a BBB+/A-2 Outlook Stable rating, corresponding to a "strong investment grade" rating. The rating was affirmed by Standard & Poor's in a press release dated April 15, 2011.

One of the main criteria used by the agency to determine the rating is the Group's adjusted funds from operations/adjusted net debt ratio, as calculated by the Standard & Poor's method.

SECTION 2 - CONCLUSION AND FULL-YEAR 2011 OUTLOOK

Edenred's first-half results support the aims of its two-pronged strategy to "Conquer 2012" by:

Growing issue volume in the core business by 6% to 14% a year over the medium-term, in line with the confirmed target, in particular by creating new solutions and penetrating new geographic markets. Recent innovations include the Expendia Smart expense management solution in Italy and the Junaeb card used to distribute public social benefits to students in Chile.
Accelerating the digital transition, with the goal of generating 50% of issue volume through paperless solutions by 2012 in order to increase the scope for long-term growth. In 2011, the digital transition is accelerating in Hispanic Latin America, while in Europe, card-based solutions are being launched in Belgium and Sweden.

In the second half, growth in issue volume should be sustained by strong dynamism in Latin America, despite a higher basis of comparison, and by slightly improving trends in Europe, mainly explained by the first signs of stabilization in Central Europe.

Operating revenue should benefit from the gradual stabilization of client fee rates in some countries, while rising interest rates should drive up financial revenue, despite higher prior period comparatives in Latin America as from the fourth quarter.

On this basis, assuming that the operating flow through ratio¹⁰ is within the target range of 40% to 50% and that the extra costs generated by the digital transition are in the region of €10 million to €15 million, Edenred expects to report full-year 2011 EBIT of between €340 million and €360 million.

SECTION 3 - MAIN RISKS AND UNCERTAINTIES

The main risks and uncertainties that may affect the Group in the last six months of the year are presented in the "Risk Factors"' section of the 2010 Registration Document approved by French securities regulator AMF on April 13, 2011.

SECTION 4 - MAIN RELATED-PARTY TRANSACTIONS

The main related-party transactions are presented in detail in Note 18 to the condensed interim consolidated financial statements.

¹⁰ Ratio between the like-for-like change in operating EBIT and the like-for-like change in operating revenue.

SECTION 5 - SUBSEQUENT EVENTS

Post balance-sheet events are presented in Note 19 to the condensed interim consolidated financial statements.

Sale of Davidson Trahaire Group

On August 16, 2011, Edenred announced the sale of its Australian subsidiary Davidson Trahaire, a human resources consultancy specialized in employee assistance programs and other corporate psychology services. The business, which does not generate any issue volume, contributed €18 million to consolidated revenue in 2010.

The transaction was based on a total consideration of AUD 48.5 million, or around €35 million.

Auditors' report on the Half-year financial information

CABINET DIDIER KLING & ASSOCIES

DELOITTE & ASSOCIES

41, avenue de Friedland 185, avenue Charles-de-Gaulle 75008 Paris 92524 Neuilly-sur-Seine Cedex

EDENRED SA

Société Anonyme

166-180 Boulevard Gabriel Péri 92240 Malakoff

Auditors' Review Report on the First-Half 2011 Financial Information

Period from January 1 to June 30, 2011

This is a free translation into English of the Statutory Auditors' review report issued in French and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.

To the shareholders,

In compliance with the assignment entrusted to us by your shareholders' meeting and in accordance with Article L. 451-1-2 III of the French Monetary and Financial Code (Code Monétaire et Financier), we hereby report to you on:

Our limited review of the accompanying condensed interim consolidated financial statements of Edenred S.A. for the period from January 1 to June 30, 2011, and
The verification of the information contained in the interim management report.

These condensed interim consolidated financial statements are the responsibility of the Board of Directors. Our role is to express a conclusion on these financial statements based on our limited review.

1. Conclusion on the financial statements

We conducted our limited review in accordance with professional standards applicable in France. A limited review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A limited review is less in scope than an audit conducted in accordance with professional standards applicable in France and consequently provides only moderate assurance, below the level that would be obtained from an audit, that the financial statements taken as a whole are free of material misstatements.

Based on our limited review, no material misstatements have come to our attention that cause us to believe that the accompanying condensed interim consolidated financial statements do not comply with IAS 34 – Interim Financial Reporting, as adopted by the European Union.

Without affecting the conclusion expressed above, we draw your attention to the note to the condensed interim consolidated financial statements entitled "Basis of preparation of pro forma financial statements", which describes how the pro forma comparative information was prepared and states that said information is not necessarily representative of the financial position or performance that would have been reported if the demerger had taken place before the actual date.

2. Specific verification

We have also verified the information given in the interim management report on the condensed interim consolidated financial statements that were the subject of our limited review.

We have no matters to report as to the fair presentation of this information or its consistency with the condensed interim consolidated financial statements.

Paris and Neuilly-sur-Seine, August 25, 2011

The Auditors

CABINET DIDIER KLING & ASSOCIÉS DELOITTE & ASSOCIÉS

Didier KLING David DUPONT-NOEL

Condensed consolidated financial statements and notes

CONSOLIDATED INCOME STATEMENT

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

CONSOLIDATED BALANCE SHEET

CONSOLIDATED STATEMENT OF CASH FLOWS

CHANGES IN CONSOLIDATED EQUITY

KEY RATIOS AND INDICATORS

BASIS OF PREPARATION OF PRO FORMA FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

EDENRED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND NOTES

	Consolidated income statement	p.21
	Consolidated statement of comprehensive income	p.22
	Consolidated balance sheet	p.23
	Consolidated statement of cash flows	p.24
	Changes in consolidated equity	p.26
	Key ratios and indicators	p.28
	Basis of preparation of pro forma financial statements	p.30
	Notes to the consolidated financial statements	p.31

			Dec. 2010	June 2010
In € millions	Notes	Pro Forma *	IFRS	Pro Forma *	IFRS	June 2011
ISSUE VOLUME	4	13 875	13 875	6 615	6 615	7 264
Operating revenue Financial revenue		885 8 0	885 8 0	422 3 9	422 3 9	456 4 4
TOTAL REVENUE	4	965	965	461	461	501
Operating expenses	5	(608)	(606)	(294)	(292)	(319)
Depreciation, amortization and provision expense	6	(29)	(29)	(12)	(12)	(15)
EBIT	7	328	330	155	157	167
Net financial expense	8	(62)	(25)	(41)	(4)	(23)
OPERATING PROFIT BEFORE TAX AND NON-RECURRING ITEMS		266	305	114	153	144
Non-recurring income and expenses, net	9	(100)	(100)	(35)	(35)	2
OPERATING PROFIT BEFORE TAX		166	205	7 9	118	146
Income tax expense		(89)	(99)	(40)	(50)	(44)
NET PROFIT		7 7	106	3 9	6 8	102
Net Profit, Group Share Net Profit, Minority interests		6 8 9	9 7 9	3 7 2	6 6 2	9 8 4
Weighted average number of shares outstanding (in thousands)	12	225 897	225 897	225 627	225 627	225 897
EARNINGS PER SHARE, Group Share (in €)	12	0,30	0,43	0,16	0,29	0,43
Diluted earnings per share (in €)	12	0,30	0,43	0,16	0,29	0,43

Consolidated income statement

*The pro forma financial statements for the periods ended June 30, 2010 and December 31, 2010 include an operating expense of €2 million and a financial expense of €37 million, representing the first-half 2010 impact of setting up the new organization as from January 1, 2010 (the asset contribution and demerger was carried out on June 29, 2010).

The Auditors have issued a report on their review of the pro forma information for the periods ended June 30, 2010 and December 31, 2010.

The report relating to the financial statements for the period ended June 30, 2010 is presented on page 34 of the First-Half 2010 Financial Report.

Consolidated statement of comprehensive income

	Dec. 2010		June 2010
In € millions	Pro Forma *	IFRS	Pro Forma *	IFRS	June 2011
NET PROFIT	77	106	39	68	102
Currency translation adjustement	99	99	101	101	(15)
Actuarial gains and losses on defined benefit plans	(1)	(1)	2	2	-
Tax impact recognized in equity	-	-	-	-	-
Other comprehensive income, net of tax	98	98	103	103	(15)
TOTAL COMPREHENSIVE INCOME	175	204	142	171	87
Comprehensive income, Group share Comprehensive income, Minority interests	166 9	195 9	140 2	169 2	84 3

The Auditors have issued a report on their review of the pro forma information for the periods ended June 30, 2010 and December 31, 2010.

The report relating to the financial statements for the period ended June 30, 2010 is presented on page 34 of the First-Half 2010 Financial Report.

Consolidated balance sheet

Assets

		June 2010		Dec. 2010
In € millions	Notes	Pro Forma *	IFRS	Pro Forma *	IFRS	June 2011
GOODWILL	13	592	592	551	551	555
INTANGIBLE ASSETS	14	102	102	9 6	9 6	9 7
PROPERTY, PLANT AND EQUIPMENT		4 0	4 0	4 0	4 0	4 1
Other non-current financial assets		4	4	5	5	3
NON-CURRENT FINANCIAL ASSETS		4	4	5	5	3
Deferred tax assets		2 3	2 3	2 8	2 8	3 3
TOTAL NON-CURRENT ASSETS		761	761	720	720	729
Trade receivables	17	934	934	951	951	942
Inventories and other receivables and accruals	17	273	273	328	328	268
Restricted cash	17	595	595	631	631	645
Other current financial assets	15	5	5	4	4	7
Marketable securities	15	1 174	1 174	1 480	1 480	1 170
Cash	15	3 5	3 5	7 3	7 3	6 6
TOTAL CURRENT ASSETS		3 016	3 016	3 467	3 467	3 098

TOTAL ASSETS		3 777	3 777	4 187	4 187	3 827

The Auditors have issued a report on their review of the pro forma information for the periods ended June 30, 2010 and December 31, 2010.

The report relating to the financial statements for the period ended June 30, 2010 is presented on page 34 of the First-Half 2010 Financial Report.

Equity and liabilities

In € millions		June 2010		Dec. 2010
		Pro Forma *	IFRS	Pro Forma *	IFRS	June 2011

Issued capital		451	-	452	452	452
Consolidated retained earnings Cumulative compensation costs - share-based payments		(1 672) 1	(1 250) 1	(1 694) 6	(1 723) 6	(1 739) 1 0
Cumulative fair value adjustments to financial instruments		0		0 -	-	1
Cumulative actuarial gains (losses) on defined benefit plans		1		1 -	-	-
Currency translation reserve		109	109	107	107	9 3
Net profit, Group share		3 7	6 6	6 8	9 7	9 8
SHAREHOLDERS' EQUITY, GROUP SHARE		(1 073)	(1 073)	(1 061)	(1 061)	(1 085)
Minority interests		1 9	1 9	1 7	1 7	1 0
TOTAL EQUITY		(1 054)	(1 054)	(1 044)	(1 044)	(1 075)
Other Long-term financial debt	15	903	903	1 499	1 499	1 499
Deferred tax liabilities		6 1	6 1	7 2	7 2	7 5
Non-current provisions	16	1 7	1 7	1 8	1 8	1 9
TOTAL NON-CURRENT LIABILITIES		(73)	(73)	545	545	518
Current provisions	16	3 6	3 6	3 1	3 1	3 4
Short-term financial debt	15	613	613	1 7	1 7	3 4
Vouchers in circulation	17	2 904	2 904	3 278	3 278	2 970
Trade payables	17	7 1	7 1	7 6	7 6	6 0
Other payables and income tax payable	17	208	208	174	174	163
Derivatives	15	1		1 -	-	7
Bank overdrafts	15	1 7	1 7	6 6	6 6	4 1
TOTAL CURRENT LIABILITIES		3 850	3 850	3 642	3 642	3 309

TOTAL EQUITY AND LIABILITIES		3 777	3 777	4 187	4 187	3 827

The Auditors have issued a report on their review of the pro forma information for the periods ended June 30, 2010 and December 31, 2010.

The report relating to the financial statements for the period ended June 30, 2010 is presented on page 34 of the First-Half 2010 Financial Report.

In € millions	Notes	Dec. 2010		June 2010		June 2011
		Pro Forma *	IFRS	Pro Forma *	IFRS
+ EBITDA		357	359	167	169	182
- Net financial expense (1)	8	(62)	(25)	(41)	(4)	(23)
- Income tax		(91)	(101)	(40)	(50)	(48)
- Elimination of non-cash revenue and expenses included in EBITDA		1 0	1 0	3	3	7
- Elimination of provision movements included in net financial expense, income tax expense		(1)	(1)	0	0	1
= Funds from operations		213	242	8 9	118	119
+ Decrease (increase) in working capital (3)	17	142	142	(197)	(197)	(238)
+ Recurring decrease (increase) in restricted cash	17	(42)	(42)	(8)	(8)	(17)
= Net cash from operating activities		313	342	(116)	(87)	(136)
+ Non-recurring gains (losses) (including restructuring costs) received/paid (3)		(52)	(52)	(10)	(10)	(3)
+ Non-recurring decrease (increase) in restricted cash (2)	17	(23)	(23)	(20)	(20)	-
= Net cash from (used in) operating activities including non-recurring transactions (A)		238	267	(146)	(117)	(139)
- Recurring expenditure		(32)	(32)	(12)	(12)	(14)
- Development expenditure		(29)	(29)	(13)	(13)	(13)
+ Proceeds from disposals of assets		6	6	3	3	8
= Net cash from (used in) investing activities (B)		(55)	(55)	(22)	(22)	(19)
+ Minority interests in share issues by subsidiaries		2	2	2	2	1
- Dividends paid		(5)	(5)	(2)	(2)	(124)
+ Increase (Decrease) in debt		1	1 975	6 6	1 973	1 8
+ Technical demerger impact		-	-	-	-	-
+ Impact on equity of transfers between the Hospitality and Services businesses		(17)	(1 483)	(4)	(1 469)	(0)
+ Impact on short-term debt of transfers between the Hospitality and Services businesses		7	(62)	(70)	(73)	0
= Impact of the demerger and inter-business transfers		(10)	(1 545)	(74)	(1 542)	(0)
= Net cash from (used in) financing activities (C)		(12)	427	(8)	431	(105)
- Effect of changes in foreign exchange rates (D) (3)		9 7	9 7	148	148	(36)
= Net increase (decrease) in cash and cash equivalents (E) = (A) + (B) + (C) + (D)	15	268	736	(28)	440	(299)

+ Cash and cash equivalents at beginning of period		1 222	754	1 222	754	1 490
- Cash and cash equivalents at end of period		1 490	1 490	1 194	1 194	1 191
= Net change in cash and cash equivalents	15	268	736	(28)	440	(299)

Consolidated statement of cash flows

The Auditors have issued a report on their review of the pro forma information for the periods ended June 30, 2010 and December 31, 2010.

The report relating to the financial statements for the period ended June 30, 2010 is presented on page 34 of the First-Half 2010 Financial Report.

The report relating to the financial statements for the period ended December 31, 2010 is presented on page 98 of the 2010 Registration Document filed on April 13, 2011 with the Autorité des Marchés Financiers under number R.11-013.

(1) Including €23 million of cash financial interests. No dividend had been received from external companies

(2) Reclassification from cash and cash equivalents to restricted cash

(3) To make periods more comparable, the working capital variation in the consolidated statement of cash flows was adjusted with non recurring costs relating to the demerger for €31 million for the period ended June 30, 2010, as well as some effects of changes in foreign exchange for €19 million for the periods ended June 30, 2010 and December 31, 2010. These adjustments have no effect on the net change in cash and cash equivalents for the periods presented.

Changes in consolidated equity

In € millions	Currency translation reserve (1)	Cumulative actuarial gains (losses) on defined benefit plans	Cumulative fair value of financial instruments	Cumulative compensation costs - share based payments	Retained earnings and profit for the period	Transactions with Accor (2)	External changes in consolidation scope (3)	Shareholders equity	Total minority interests	Total equity
January 1, 2010 IFRS	8	(1)	-		6 641	(687)	264	231	1 9	250
Issue of share capital - in cash
Dividends paid	-	-	-		- -	-	-	-	2	2
Effect of changes in consolidation scope Compensation costs for the period - share based payments	- - -	- - -	- - -	(5)	- - - - -	- (1 201) -	- (267) -	- (1 468) (5)	(2) (2) -	(2) (1 470) (5)
Other comprehensive income	101	2	-		- -	-	-	103	-	103
Net profit for the period	-	-	-		- 6 6	-	-	6 6	2	6 8
Total comprehensive income	101	2	-		- 6 6	-	-	169	2	171
June 30, 2010 IFRS	109	1	-		1 707	(1 888)	(3)	(1 073)	1 9	(1 054)
Issue of share capital
- in cash	-	-	-		- -	-	-	-	-	-
Dividends paid	-	-	-		- -	-	-	-	(3)	(3)
Effect of changes in consolidation scope Compensation costs for the period - share	-	2	-	(6)	-	(6)	(15)	(25)	(2)	(27)
based payments	-	-	-	1	1 -	-	-	1 1	-	1 1
Other comprehensive income	(2)	(3)	-		- -	-	-	(5)	(4)	(9)
Net profit for the period	-	-	-		- 3 1	-	-	3 1	7	3 8
Total comprehensive income	(2)	(3)	-		- 3 1	-	-	2 6	3	2 9
December 31, 2010 IFRS	107	-	-		6 738	(1 894)	(18)	(1 061)	1 7	(1 044)

Issue of share capital
- in cash	-	-	-		- -	-	-	-	1	1
Dividends paid (4)	-	-	-		- (113)	-	-	(113)	(11)	(124)
Effect of changes in consolidation scope	-	0	1		- -	-	-	1	-	1
Compensation costs for the period - share based payments	-	-	-		4 -	-	-	4	(0)	4
Other comprehensive income	(14)	-	-		- -	-	-	(14)	(1)	(15)
Net profit for the period	-	-	-		- 9 8	-	-	9 8	4	102
Total comprehensive income	(14)	-	-		- 9 8	-	-	8 4	3	8 7
June 30, 2011	9 3	0	1	1	0 723	(1 894)	(18)	(1 085)	1 0	(1 075)

(1) The €(14) million unfavorable net exchange difference on foreign operations between December 31, 2010 and June 30, 2011 is mainly due to the depreciation of the Brazilian real (€8 million negative impact), and the Bolivar Fuerte (€3 million negative impact) against the euro.

Euro exchange rates used to translate foreign operations in the consolidated financial statements were as follows:

	GBP	BRL	MXN	ARS	SEK	VEF	USD
June 2010	0,82	2,21	15,74	4,82	9,53	5,27	1,23
December 2010	0,86	2,22	16,55	5,31	8,97	7,08	1,34
June 2011	0,90	2,26	16,97	5,93	9,17	7,66	1,45

June 2011 vs Dec. 2010	(4,7)%	(1,8)%	(2,5)%	(11,7)%	(2,2)%	(8,2)%	(8,2)%

(2) Transactions with Accor

These correspond for the most part to the impact of acquiring Edenred entities previously owned by Accor.

(3) External changes in consolidation scope

In 2009, these are mainly prepaid services companies acquired by Accor. In December 2010, this impact was reclassified in "Transactions with Accor".

(4) As decided by shareholders at the Annual Meeting on May 13, 2011, Edenred paid out dividends totaling €113 million (€0.50 per share) during first-half 2011.

Comparison between Pro Forma and IFRS:

In € millions	Currency translation reserve (1)	Cumulative actuarial gains (losses) on defined benefit plans	Cumulative fair value of financial instruments	Cumulative compensation costs - share based payments	Retained earnings and profit for the period	Transactions with Accor (2)	External changes in consolidation scope (3)	Shareholders equity	Total minority interests	Total equity
January 1, 2010 Pro Forma *	8	(1)	-		6 (1 691)	210	264	(1 204)	1 7	(1 187)
Issue of share capital
- in cash	-	-	-		- -	-	-	-	2	2
Dividends paid	-	-	-		- -	-	-	-	(2)	(2)
Effect of changes in consolidation scope Compensation costs for the period - share based payments	- -	- -	- -	(5)	- - -	263 -	(267) -	(4) (5)	- -	(4) (5)
Other comprehensive income	101	2	-		- -	-	-	103	-	103
Net profit for the period	-	-	-		- 3 7	-	-	3 7	2	3 9
Total comprehensive income	101	2	-		- 3 7	-	-	140	2	142
June 30, 2010 Pro Forma *	109	1	-		1 (1 654)	473	(3)	(1 073)	1 9	(1 054)

Issue of share capital
- in cash	-	-	-		- -	-	-	-	-	-
Dividends paid	-	-	-		- -	-	-	-	(3)	(3)
Effect of changes in consolidation scope	-	2	-	(6)	-	(6)	(15)	(25)	(2)	(27)
Compensation costs for the period - share
based payments Other comprehensive income	-	-	-	1	1 -	-	-	1 1	-	1 1
Net profit for the period	(2)	(3)	-		- -	-	-	(5)	(4)	(9)
Total comprehensive income	- (2)	- (3)	- -		- 3 1 - 3 1	- -	- -	3 1 2 6	7 3	3 8 2 9

December 31, 2010 Pro Forma *
	107	-	-		6 (1 623)	467	(18)	(1 061)	1 7	(1 044)
Issue of share capital
- in cash	-	-	-		- -	-	-	-	1	1
Dividends paid (4)	-	-	-		- (113)	-	-	(113)	(11)	(124)
Effect of changes in consolidation scope	-	0	1		- -	-	-	1	-	1
Compensation costs for the period - share
based payments	-	-	-		4 -	-	-	4	(0)	4
Other comprehensive income	(14)	-	-		- -	-	-	(14)	(1)	(15)
Net profit for the period	-	-	-		- 9 8	-	-	9 8	4	102
Total comprehensive income	(14)	-	-		- 9 8	-	-	8 4	3	8 7
June 30, 2011	9 3	0	1	1	0 (1 638)	467	(18)	(1 085)	1 0	(1 075)

The Auditors have issued a report on their review of the pro forma information for the periods ended June 30, 2010 and December 31, 2010.

The report relating to the financial statements for the period ended June 30, 2010 is presented on page 34 of the First-Half 2010 Financial Report.

Euro exchange rates used to translate foreign operations in the consolidated financial statements were as follows:

	GBP	BRL	MXN	ARS	SEK	VEF	USD
June 2010	0,82	2,21	15,74	4,82	9,53	5,27	1,23
December 2010	0,86	2,22	16,55	5,31	8,97	7,08	1,34
June 2011	0,90	2,26	16,97	5,93	9,17	7,66	1,45

June 2011 vs Dec. 2010	(4,7)%	(1,8)%	(2,5)%	(11,7)%	(2,2)%	(8,2)%	(8,2)%

(2) Transactions with Accor

These correspond for the most part to the impact of acquiring Edenred entities previously owned by Accor.

(3) External changes in consolidation scope

In 2009, these are mainly prepaid services companies acquired by Accor. In December 2010, this impact was reclassified in "Transactions with Accor".

(4) As decided by shareholders at the Annual Meeting on May 13, 2011, Edenred paid out dividends totaling €113 million (€0.50 per share) during first-half 2011.

Key ratios and indicators

	Notes	Pro Forma	Pro Forma	June 2011
Like-for-like growth in issue volume		+7,8%	+10,0%	+10,0%
Total net margin (EBIT/Issue volume)		2,3%	2,4%	2,3%
Net operating margin (EBIT- financial revenue)/Issue volume		1,8%	1,8%	1,7%
Like-for-like growth in Funds from Operations	(a)	4,0%	15,1%	20,2%
Unlevered free cash flow (in € millions)	(b)	226	268	234
Adjusted Funds from Operations / Adjusted net debt	(c)	31,1%	57,3%	39,9%

	Notes	June 2010 Pro Forma	Dec. 2010 Pro Forma	June 2011
Like-for-like growth in issue volume		+7,8%	+10,0%	+10,0%
Total net margin (EBIT/Issue volume)		2,3%	2,4%	2,3%
Net operating margin		1,8%	1,8%	1,7%
(EBIT- financial revenue)/Issue volume
Like-for-like growth in Funds from Operations	(a)	4,0%	15,1%	20,2%
Unlevered free cash flow (in € millions)	(b)	226	268	234
Adjusted Funds from Operations / Adjusted net debt	(c)	31,1%	57,3%	39,9%
Note (a): Growth in funds from operations is calculated as follows:
In € millions	Notes	June 2010 Pro Forma	Dec. 2010 Pro Forma	June 2011
+ EBITDA		167	357	182
- Net financial expense	8	(41)	(62)	(23)
- Income tax expense		(40)	(91)	(48)
- Elimination of non-cash revenue and expenses included in EBITDA		3	10	7
- Elimination of provision movements included in net financial expense, income tax expense and non-recurring taxes		0	(1)	1
Funds from Operations		89	213	119
Growth in Funds from Operations Like-for-like growth in Funds from Operations		(5,3)% +4,0%	+15,8% +15,1%	+33,7% +20,2%
Note (b): Unlevered free cash flow is calculated as follows:
In € millions	Notes	June 2010 Pro Forma (*) (1)	Dec. 2010 Pro Forma	June 2011 (1)
EBIT	7	316	328	340
Elimination of financial revenue from unrestricted float Adjusted EBIT Standard tax rate	4	(62) 254 35,2%	(66) 262 34,6%	(70) 270 31,0%
Tax on adjusted EBIT		(89)	(91)	(84)
Elimination of depreciation, amortization and provision expense Recurring expenditure	6	31 (26)	29 (32)	32 (34)
Decrease / (Increase) in working capital (2) Recurring decrease / (increase) in restricted cash	17	73 (17)	142 (42)	101 (51)
Unlevered free cash flow (*)		226	268	234
Net debt at end of period	15	(320)	(25)	(338)
(1) Rolling 12 months
(2) See statement of cash flows
(*) The Unlevered free cash flow has been recalculated for the first-half 2010 to take in account the tax situation of 2010 due to the demerger.

In € millions	Notes	June 2010 Pro Forma (*) (1)	Dec. 2010 Pro Forma	June 2011 (1)
EBIT	7	316	328	340

Elimination of financial revenue from unrestricted float	4	(62)	(66)	(70)
Adjusted EBIT		254	262	270
Standard tax rate		35,2%	34,6%	31,0%
Tax on adjusted EBIT		(89)	(91)	(84)
Elimination of depreciation, amortization and provision expense Recurring expenditure	6	31 (26)	29 (32)	32 (34)
Decrease / (Increase) in working capital (2)		73	142	101
Recurring decrease / (increase) in restricted cash	17	(17)	(42)	(51)
Unlevered free cash flow (*)		226	268	234
Net debt at end of period	15	(320)	(25)	(338)

(*) The Unlevered free cash flow has been recalculated for the first-half 2010 to take in account the tax situation of 2010 due to the

In € millions	Notes	June 2010 Pro Forma (1)	Dec. 2010 Pro Forma	June 2011 (1)
Net Debt / (cash) at period end	15	320	2 5	338
Standard & Poor's adjustement : 20% of Treasury and current financial assets		242	311	247
Standard & Poor's adjustement : Capitalization of rents and pensions		6 4	6 4	6 3
Net Debt / (cash) adjusted		626	400	648
Funds from operations		179	213	243
Standard & Poors adjustement : capitalization of rents and pensions		1 6	1 6	1 5
Adjusted Funds from Operations		195	229	258
Adjusted Funds from operations / Adjusted Net debt		31,1%	57,3%	39,9%

Note (c): Adjusted Funds from Operations / Adjusted net debt:

(1) Rolling 12 months

Basis of preparation of pro forma financial statements

The Edenred group did not exist as a separate legal entity prior to the legal restructuring operations and the asset contribution completed on June 29, 2010. Consequently, in connection with the listing of the Edenred shares, in order to present an economic view of the Edenred business as a whole, combined financial statements have been prepared for the year 2010 and the first-half 2010 based on the financial statements of companies historically included in the consolidated financial statements of Accor.

Pro forma financial statements have also been prepared for the year 2010 and the period from January 1 to June 30, 2010, prepared on the basis of Edenred's consolidated financial statements for those periods.

These pro forma financial statements are intended to simulate the effect that the demerger from Accor would have had on Edenred's balance sheet, income statement, statement of cash flows and statement of changes in equity if it had taken place on January 1, 2009 and if Edenred had operated as a separate, self-managing listed group from that date.

The pro forma financial information is provided for illustrative purposes only. It is not necessarily representative of the financial position or performance that would have been reported if the demerger had taken place before the actual date. Similarly, it does not purport to be indicative of Edenred's financial position or performance at any future date or in any future period.

The bases of preparation of the pro forma financial statements for the year 2010 and the first-half 2010 and this until the legal creation of the group Edenred on June 29, 2010 are detailed in the consolidated financial statements included in the 2010 Registration Document.

Notes to the consolidated financial statements

Note 1. Approval of the financial statements

The group Edenred condensed consolidated financial statements for the six months ended June 30, 2011 were authorized for issue at the Board of Directors' meeting of August 24, 2011.

Note 2. Accounting policies

The consolidated financial statements for the period ended June 30, 2011 were prepared in accordance with IAS 34 – Interim Financial Reporting. These condensed financial statements do not contain all of the information to be provided for year-end financial statements prepared in accordance with International Financial Reporting Standards (IFRS). They should be read in conjunction with the consolidated financial statements at December 31, 2010.

The accounting policies retained for the preparation of the Group interim condensed consolidated financial statements are compliant with the IFRS as endorsed by the European Union as of June 30, 2011 and available on http://ec.europa.eu/internal\_market/accounting/ias/index\_en.htm.

The accounting policies used by the Group in the interim consolidated financial statements are identical to those applied in the consolidated financial statements at December 31, 2010 with the exception of :

the standards, amendments and interpretations applicable for reporting periods beginning on or after January 1, 2011, and
the specific items relating to the preparation of the interim consolidated financial statements

A. Standards, amendments and interpretations

The following new standards, amendments to or revisions of existing standards and interpretations have been adopted by the European Union and were applicable for reporting periods beginning on or after January:

amendment to IAS 24 regarding related party transactions;
amendment to IAS 34 specifying the content of interim financial reports.

Application of these amendments did not have a material impact on the condensed consolidated financial statements for the period.

Edenred elected not to early adopt the standards, amendments and interpretations whose application is not compulsory for reporting periods beginning on or after January 1, 2011.

B. Specific items relating to preparation of the interim consolidated financial statements

B. 1. INCOME TAXES

In the interim consolidated financial statements, the current and deferred income tax charge is computed by applying to the profit before tax for the period, company by company, the annual estimated average tax rate for the current tax year.

B. 2. POST-EMPLOYMENT AND OTHER LONG-TERM EMPLOYEE BENEFITS

The post-employment and other long-term employee benefits expense for the first half corresponds to half of the net charge calculated for full-year 2011, based on the data and actuarial assumptions used for the year ended December 31, 2010.

C. Uses of estimates and judgment

The preparation of the financial statements implies that Edenred's management makes estimates as some items included in the financial statements cannot be measured with precision. The underlying assumptions used for the main estimates are similar to those described as of December 31, 2010. The management revises these estimates if the underlying circumstances evolve or in light of new information or experience. With the exception of the specific items relating to the preparation of the interim consolidated financial statements, estimates made at June 30, 2011 are similar to those made as of December 31, 2010.

Group management also uses its judgment to define appropriate accounting policies to apply certain transactions when the current IFRS standards and interpretations do not specifically deal with related accounting issues.

Note 3. Significant events and changes in scope of consolidation

A. Disposals of assets

Based on the strategic review of its business portfolio, Edenred divested certain business assets relating to employee assistance programs that provide employees with advice and psychological support.

A. 1. DIVESTMENT OF THE STAKE IN EAP FRANCE AND ITS INTEREST IN BEA

In April 2011, Edenred sold its entire stake in EAP France and its interest in corporate concierge provider BEA to Europ Assistance France (51%) and Malakoff Médéric (49%) for €4 million, giving rise to a capital gain of €3 million.

A. 2. DIVESTMENT OF THE STAKE IN WORKPLACE BENEFITS AND ITS SUBSIDIARIES

In May 2011, Edenred sold its stake in the American company WorkPlace Benefits and its subsidiaries to the main shareholder (a private individual) for €3 million, giving rise to a capital gain of €1 million.

B. Organic growth and acquisitions

Since 2010, Edenred has expanded its businesses base through the following acquisitions and strategic partnerships:

B. 1. 2010 ACQUISITIONS

In May 2010, Edenred raised its interest in ACE to 100% by acquiring BPCE's 40% stake for €4 million.

In accordance with IFRS3 (revised), the buyout of minority interests did not lead to any increase in goodwill as the company was already controlled exclusively by Edenred.

In December 2010, Edenred acquired the business of Euroticket, Romania's fourth-largest provider of meal and gift vouchers. With more than 3,000 customers and a nearly 5% market share, Euroticket issued €53 million worth of vouchers in 2009. The transaction has enabled Edenred to consolidate its leadership position in Romania, where it now serves close to 40% of the market.

The transaction was completed at a price of €5 million, paid in cash, plus estimated contingent consideration of €1 million payable in 2011. Based on initial analyses, the total cost has been temporarily allocated to "contractual customer relationships".

B. 2. 2011 ACQUISITIONS

In January, 2011, Edenred announced the acquisition of RistoChef, Italy's seventh-largest provider of meal vouchers. With more than 1,800 customers and a nearly 3% market share, RistoChef, a wholly-owned subsidiary of the Elior group, generated an estimated issue volume of around €70 million in 2010.

This transaction enables Edenred to consolidate its leadership position in Italy, with more than 40% market share.

The transaction was completed at a price of €13 million. The difference between the cost of the business combination and the net assets acquired amounted to €13 million, before deferred tax. Of this €4 million was recognized under "contractual customer relationships".

Note 4. Analysis of issue volume and total revenue by geographic segment

A. Issue volume

In € millions	Dec. 2010 IFRS	June 2010 IFRS	June 2011

France	2 564	1 248	1 276
Rest of Europe	4 679	2 318	2 380
Latin America & Caribbean	6 185	2 837	3 370
Rest of the world	446	212	239
Worldwide Structures	-	-	-

TOTAL ISSUE VOLUME	13 875	6 615	7 264

Issue volume for first-half 2011 reached €7,264 million, compared with €6,615 million for the same period of 2010, representing an increase of €+649 million.

This increase breaks down as follows:

		June 2011 vs June 2010
	€m	%

Organic growth	+660	+10,0%
Changes in consolidation scope	+50	+0,7%
Currency effect	(61)	(0,9)%

Total change	+649	+9,8%

Change in issue volume by geographic segment:

	June 2011 vs June 2010 Reported		June 2011 vs June 2010 Like-for-like
	€m	€m	%

France	+28	+28	+2,3%
Rest of Europe	+62	(8)	(0,3)%
Latin America & Caribbean	+533	+597	+21,0%
Rest of the world	+27	+43	+19,8%
Worldwide Structures	-	-	-

Group Total	+649	+660	+10,0%

B. Total revenue

Total revenue breaks down as follows:

In € millions	Dec. 2010 IFRS	June 2010 IFRS	June 2011
Operating revenue generated by issue volume Other operating revenue	729 156	343 79	374 82
OPERATING REVENUE	885	422	456
Financial revenue/unrestricted cash Financial revenue/restricted cash	66 14	32 7	36 8
FINANCIAL REVENUE	80	39	44
TOTAL REVENUE	965	461	501

Total revenue by geographic segment:

In € millions	Dec. 2010 IFRS	June 2010 IFRS	June 2011

France	165	79	80
Rest of Europe	347	168	175
Latin America & Caribbean	386	181	211
Rest of the world	68	33	35
Worldwide Structures (1)	-	-	-

TOTAL REVENUE	965	461	501

(1) "Worldwide Structures" correspond to entities whose revenue and costs are not specific to a single geographic segment.

Total revenue for first-half 2011 amounted to €501 million, compared with €461 million for the same period of 2010, representing an increase of €+40 million.

This increase breaks down as follows:

	June 2011 vs June 2010
	€m	%

Organic growth	+45	+9,8%
Changes in consolidation scope	(4)	(0,8)%
Currency effect	(1)	(0,3)%

Total change	+40	+8,6%

Change in total revenue by geographic segment:

	June 2011 vs June 2010 Reported	June 2011 vs June 2010 Like-for-like
	€m	€m	%

France	+1	+1	+0,7%
Rest of Europe	+7	+5	+2,9%
Latin America & Caribbean	+30	+36	+20,0%
Rest of the world	+2	+3	+10,0%
Worldwide Structures	-	-	-

Group Total	+40	+45	+9,8%

C. Operating revenue by geographic segment

In € millions	Dec. 2010 IFRS	June 2010 IFRS	June 2011

France	146	69	70
Rest of Europe	316	152	159
Latin America & Caribbean	358	169	194
Rest of the world	65	32	33
Worldwide Structures (1)	-	-	-

TOTAL OPERATING REVENUE	885	422	456

(1) "Worldwide Structures" correspond to entities whose revenue and costs are not specific to a single geographic segment.

Operating revenue for first-half 2011 reached €456 million, compared with €422 million for the same period of 2010, representing an increase of €+34 million.

This increase breaks down as follows:

		June 2011 vs June 2010
	€m	%
Organic growth Changes in consolidation scope Currency effect	+39 (3) (2)	+9,2% (0,7)% (0,4)%
Total change	+34	+8,1%

Change in operating revenue by geographic segment:

	June 2011 vs June 2010 Reported	June 2011 vs June 2010 Like-for-like
	€m	€m	%

France	+1	(0)	(0,3)%
Rest of Europe	+7	+5	+3,0%
Latin America & Caribbean	+25	+31	+18,5%
Rest of the world	+1	+3	+9,8%
Worldwide Structures	-	-	-
Group Total	+34	+39	+9,2%

C. 1. OPERATING REVENUE GENERATED BY ISSUE VOLUME BY GEOGRAPHIC SEGMENT

In € millions	Dec. 2010 IFRS	June 2010 IFRS	June 2011

France	117	55	56
Rest of Europe	248	123	127
Latin America & Caribbean	341	154	180
Rest of the world	23	11	11
Worldwide Structures (1)	-	-	-

OPERATING REVENUE GENERATED BY ISSUE VOLUME	729	343	374

(1) "Worldwide Structures" correspond to entities whose revenue and costs are not specific to a single geographic segment.

C. 2. OTHER OPERATING REVENUE BY GEOGRAPHIC SEGMENT

In € millions	Dec. 2010 IFRS	June 2010 IFRS	June 2011

France	29	14	14
Rest of Europe	68	29	33
Latin America & Caribbean	17	15	13
Rest of the world	42	21	22
Worldwide Structures (1)	-	-	-


OTHER OPERATING REVENUE	156	79	82

(1) "Worldwide Structures" correspond to entities whose revenue and costs are not specific to a single geographic segment.

D. Financial revenue by geographic segment

In € millions	Dec. 2010 IFRS	June 2010 IFRS	June 2011

France	19	10	10
Rest of Europe	31	16	16
Latin America & Caribbean	27	12	17
Rest of the world	3	1	1
Worldwide Structures (1)	-	-	-

TOTAL FINANCIAL REVENUE	80	39	44

(1) "Worldwide Structures" correspond to entities whose revenue and costs are not specific to a single geographic segment.

Financial revenue for first-half 2011 reached €44 million, compared with €39 million for the same period of 2010, representing an increase of €+5 million.

This increase breaks down as follows:

		June 2011 vs June 2010
	€m	%
Organic growth Changes in consolidation scope Currency effect	+6 (1) +0	+16,0% (1,8)% +0,6%
Total change	+5	+14,8%

Change in financial revenue by geographic segment:

	June 2011 vs June 2010 Reported	June 2011 vs June 2010 Like-for-like
	€m	€m	%

France	+0	+1	+8,0%
Rest of Europe	(0)	+0	+2,0%
Latin America & Caribbean	+5	+5	+40,0%
Rest of the world	+0	+0	+14,0%
Worldwide Structures	-	-	-

Group Total	+5	+6	+16,0%

Note 5. Operating expenses

In € millions	Dec. 2010 IFRS	June 2010 IFRS	June 2011
Employee benefits expense Other operating expenses (1)	(273) (333)	(131) (161)	(142) (177)
TOTAL OPERATING EXPENSES (2)	(606)	(292)	(319)

(1) Other operating expenses consist mainly of production, supply chain, information systems, marketing, advertising and promotional costs as well as various fee payments. They also include rental expenses for €(9) million in June 2011.

(2) As June 30, 2011 the currency effect impact the operating expenses for €(1) million.

Note 6. Depreciation, amortization, and provision expense

Depreciation, amortization and provision expenses can be analyzed as follows:

In € millions	Dec. 2010 IFRS	June 2010 IFRS	June 2011
Amortization and depreciation Provision expense	(32) 3	(16) 4	(15) 0
Total	(29)	(12)	(15)

Note 7. EBIT by geographic segment

In € millions	Dec. 2010 IFRS	June 2010 IFRS	June 2011

France	48	24	23
Rest of Europe	129	61	59
Latin America & Caribbean	166	79	96
Rest of the world	10	5	3
Worldwide Structures (1)	(23)	(12)	(14)

Total EBIT	330	157	167

(1) "Worldwide Structures" correspond to entities whose revenue and costs are not specific to a single geographic segment.

EBIT for first-half 2011 reached €167 million compared with €157 million at first-half 2010, representing an increase of €+10 million.

The increase breaks down as follows:

		June 2011 vs June 2010
	€m	%

Organic growth (*)	+17	+10,8%
Changes in consolidation scope	(5)	(2,7)%
Currency effect	(2)	(1,4)%

Total change	+10	+6,7%

(*) Including the impact of lower financial revenue for €+6 million.

Change in EBIT by geographic segment:

	June 2011 vs June 2010	June 2011 vs June 2010 Like-for-like
	€m	€m	%

France	(1)	(0)	(2,6)%
Rest of Europe	(2)	(2)	(3,4)%
Latin America & Caribbean	+17	+20	+25,0%
Rest of the world	(2)	(1)	(11,2)%
Worldwide Structures	(2)	+0	(3,7)%


Group Total	+10	+17	+10,8%

Comparison between Pro Forma and IFRS:

In € millions	Dec. 2010 Pro Forma	June 2010 Pro Forma	June 2011

France	49	24	23
Rest of Europe	128	61	59
Latin America & Caribbean	166	79	96
Rest of the world	10	5	3
Worldwide Structures (1)	(25)	(14)	(14)

Total EBIT	328	155	167

(1) "Worldwide Structures" correspond to entities whose revenue and costs are not specific to a single geographic segment.

		June 2011 vs June 2010
		Pro Forma
	€m	%

Organic growth (*)	+19	+12,1%
Changes in consolidation scope	(5)	(2,7)%
Currency effect	(2)	(1,4)%

Total change	+12	+8,0%

(*) Including the impact of lower financial revenue for €+6 million.

	June 2011 vs June 2010 Reported	June 2011 vs June 2010 Like-for-like
	Pro Forma		Pro Forma
	€m	€m	%

France	(1)	(1)	(6,6)%
Rest of Europe	(2)	(2)	(3,4)%
Latin America & Caribbean	+17	+20	+25,0%
Rest of the world	(2)	(1)	(11,2)%
Worldwide Structures	+0	+3	(22,8)%

Group Total	+12	+19	+12,1%

Note 8. Net financial expense

In € millions		Dec. 2010 IFRS	June 2010 IFRS	June 2011
Net interest expense Other financial income and expenses, net	(1) (2)	(25) 0	(4) 0	(20) (3)
Net financial expense		(25)	(4)	(23)

(1) Finance costs, net correspond to interest on loans, receivables and debt measured at amortized cost.

(2) Other financial income and expenses consist essentially of exchange gains and losses, mainly on foreign currency debt measured at amortized cost.

Comparison between Pro Forma and IFRS:

In € millions		Dec. 2010 Pro Forma (3)	June 2010 Pro Forma (3)	June 2011
Net interest expense Other financial income and expenses, net	(1) (2)	(62) 0	(41) 0	(20) (3)
Net financial expense		(62)	(41)	(23)

(1) Finance costs, net correspond to interest on loans, receivables and debt measured at amortized cost.

(2) Other financial income and expenses consist essentially of exchange gains and losses, mainly on foreign currency debt measured at amortized cost.

(3) The additional financial expense arising for the periods ended June 30, 2010 and for December 31, 2010, from the debt allocated to Edenred as part of the reallocation of Accor debt and used to prepare the pro forma financial statements, is estimated at approximately €37 million based on an interest rate of 4.35%.

Note 9. Non-recurring income and expenses

In € millions	Dec. 2010 IFRS	June 2010 IFRS	June 2011

Movements on restructuring provisions	4	6	2
Restructuring costs	(11)	(8)	(3)
Restructuring costs	(7)	(2)	(1)
Impairment of goodwill	(32)	(1)	-
Impairment of intangible assets	(11)	-	-
Total impairment losses	(43)	(1)	-
Other capital gains or losses	1	2	4
Provision movements	(9)	(1)	(1)
Non-recurring gains and losses, net	(42)	(33)	-
Other non-recurring income and expenses, net	(50)	(32)	3
Total non-recurring income and expense, net	(100)	(35)	2

Non-recurring income and expenses can be analyzed as follows:

A. Restructuring costs

Restructuring costs in 2010 correspond mainly to Group reorganization costs.

B. Impairment losses

In 2010, the review of the goodwill and intangible assets has led to a complementary impairment of Kadéos for €24 million and €5 million, respectively as well as €6 million for Edenred Employee Benefits.

C. Other non-recurring income and expenses

Other non-recurring income and expenses were as follows:

in 2010, mainly demerger costs for €(44) million.
in June 2011, mainly gains on the disposal of assets (EAP France and Workplace Benefits in United States).

Note 10. Income tax

A. Normative tax rate

At June 30, 2011, the normative tax rate amounts to 31.0%. It amounted to 35.2%* the previous first-half 2010.

(*) The normative tax rate has been recalculated for the first-half 2010 to take in account the tax situation of 2010 due to the demerger.

Note 11. Potential ordinary shares

Edenred's Board of Directors of March 11, 2011 has carried to:

attribution of 611,700 stock option
conditional attribution of 805,025 performance shares

A. Stock option plan

The 611,700 stock option plan includes a five-year vesting period with no performance objectives.

The fair value of the options at the grant date has been determined using the Black & Scholes option-pricing model. The main data and assumptions used for the fair value calculations are as follows:

	Plan 2
Risk-free interest rate	2.73%
Excpected duration of the plan	8 years
Expected volatility	28.80%
Expected dividend yield	2.43%
Share price	€20.04
Exercise price	€18.81
Fair value	€5.07

Cost of share-based payments recognized in the accounts

The total cost of share-based payments granted to Edenred employees in 2011 has been recognized in employee benefit expense with a corresponding adjustment to equity. The total cost amounts to €0.3 million at June 30, 2011.

B. Performance share plan

B. 1. MAIN CHARACTERISTICS

Edenred's Board Directors of March 11, 2011 carried to the conditional attribution of 805,025 performance shares.

Performance shares granted to French tax residents are subject to a three-year vesting period followed by a two-year lock-up and shares granted to residents of other countries are subject to five-year vesting period without any lock-up.

The 805,025 shares originally granted under the plan will vest on March 12, 2014 provided that the performance objectives specified in the plan for 2011, 2012 and 2013 are met.

Grantees will receive one third of the initial grant in each of the years in which the related performance objectives are met. If only one of the two performance objectives is met, they will receive one-sixth of the initial grant.

The proportion will be reduced or increased in each of the three years based on actual performance in relation to the objectives, with a limit of 1.5 times the initial grant for the year concerned.

As of March 12, 2014, once performance in relation to the three years' objectives has been assessed, the shares received as explained above will vest, provided that the total number of vested shares will not exceed 100% of the initial grant.

The performance objectives, measured year-on-year over the three years, are as follows :

In 2011, 2012 and 2013 = like-for-like growth in issue volume and funds from operations

B. 2. FAIR VALUE OF THE PERFORMANCE SHARES PLAN

The fair value of the performance shares plan is recognized on a straight-line basis over the vesting period in employee benefit expense, with a corresponding adjustment to equity. It amounts to €14.5 million for a unit fair value of €18.06 and €1.6 million has been recognized in the financial statements at June 30, 2011.

Note 12. Diluted earnings per shares

A. Net result

At June 30, 2011, the company's share capital was made up of 225,897,396 ordinary shares. The average number of ordinary share outstanding at June 30, 2011 was also 225,897,396.

In addition, stock options representing 4,767,200 ordinary shares and 1,691,390 performance shares granted to employees in 2010 and 2011. Conversion of all of these potential shares would have the effect of increasing the number of shares outstanding to 232,355,986.

Diluted earnings per share are based on the average number of outstanding shares that is adjusted with the effect of the potential ordinary shares.

Based on the above number of potential shares and the average Edenred share price calculated from January 3, 2011 to June 30, 2011 for Plan 1 (€19.78) and from March 11, 2011 for Plan 2 (€20.57), the diluted weighted average number of shares outstanding at June 30, 2011 was 229,175,176.

Diluted earnings per share were therefore calculated as follows:

	June 2011
Net profit, Group share (in € millions)	98
Weighted average number of ordinary shares (in thousands)	225 897
Number of shares resulting from the exercise of stock options (in thousands)	3 157
Number of shares resulting from performance shares grants (in thousands)	121
Fully diluted weighted average number of shares (in thousands)	229 175
DILUTED EARNINGS PER SHARE (in €)	0,43

B. Recurring profit after tax

Recurring profit after tax corresponds to:

Operating profit before tax and non-recurring items, and
Tax adjustment of the period related to the non-recurring income and expenses,

It is stated net of minority interests.

The recurring profit after tax breaks down as follows:

In € millions	Dec. 2010 IFRS	June 2010 IFRS	June 2011
Net profit	106	6 8	102

Non-recurring income and expenses, net	100	3 5	(2)
Net Profit, Minority interests adjustement	(9)	(2)	(4)
Tax adjustement related to the non-recurring income and expenses	(3)	-	-
Recurring profit after tax, Group Share	194	101	9 6

Recurring earnings per share break down as follows:

	Dec. 2010 IFRS	June 2010 IFRS	June 2011
Recurring profit after tax, Group Share (in € millions) (1)	194	101	9 6
Weighted average number of ordinary shares (in thousands)	225 897	225 627	225 897
Recurring earnings per share, Group Share (in €)	0,86	0,45	0,42

(1) The earnings after tax has been recalculated for the first-half 2010 to take in account the tax situation of 2010 due to the demerger.

Comparison between Pro Forma and IFRS:

In € millions	Dec. 2010 Pro Forma	June 2010 Pro Forma	June 2011
Net profit	7 7	3 9	102

Non-recurring income and expenses, net	100	3 5	(2)
Net Profit, Minority interests adjustement	(9)	(2)	(4)
Tax adjustement related to the non-recurring income and expenses	(3)	-	-
Recurring profit after tax, Group Share	165	7 2	9 6

	Dec. 2010 Pro Forma	June 2010 Pro Forma	June 2011
Recurring profit after tax, Group Share (in € millions) (1)	165	7 2	9 6
Weighted average number of ordinary shares (in thousands)	225 897	225 627	225 897
Recurring earnings per share, Group Share (in €)	0,73	0,32	0,42

(1) The earnings after tax has been recalculated for the first-half 2010 to take in account the tax situation of 2010 due to the demerger.

Note 13. Goodwill

In € millions	June 2010 IFRS	Dec. 2010 IFRS	June 2011
Goodwill Less accumulated impairment losses	690 (98)	679 (128)	682 (127)
Goodwill, net	592	551	555

In € millions	June 2010 IFRS	Dec. 2010 IFRS	June 2011

France	115	9 1	9 1
Rest of Europe	190	189	198
Latin America & Caribbean	234	226	222
Rest of the world	4 2	4 0	3 9
Worldwide Structures	1 1	5	5

Goodwill, net	592	551	555

Changes in the carrying amount of goodwill during the periods presented were as follows:

In € millions	Notes	June 2010 IFRS	Dec. 2010 IFRS	June 2011
Net goodwill at beginning of period		557	557	551
Goodwill recognized on acquisitions for the period and other increases Goodwill written off on disposals for the period Impairment losses Currency translation adjustement Minority puts recognized/remeasured during the period and other Reclassification and other movements	9	3 (1) (1) 3 0 (1) 5	3 (2) (32) 2 9 (4) -	9 - - (5) - -
Net goodwill at period-end		592	551	555

Note 14. Intangible assets

In € millions		June 2010 IFRS	Dec. 2010 IFRS	June 2011
Cost
Kadéos brand	(1)	19	19	19
Other brands		19	20	19
Contractual customer relationships	(2)	58	63	66
Licenses and software		111	114	119
Other		41	41	41
Total cost		248	257	264
Accumulated amortization and impairment losses
Brands		(4)	(5)	(5)
Contractual customer relationships		(33)	(42)	(42)
Licenses and software		(82)	(85)	(89)
Other		(27)	(29)	(31)
Total accumulated amortization and impairment losses		(146)	(161)	(167)
Intangible assets, net		102	96	97

(1) The Kadéos brand was recognized following the acquisition of this company in March 2007.

(2) Of which €19 million corresponding to Kadéos customer lists, totally depreciated at the end of 2010.

Changes in the carrying amount of intangible assets over the period were as follows:

In € millions	June 2010 IFRS	Dec. 2010 IFRS	June 2011
Net intangible assets at beginning of period	99	99	96

Additions	1	5	1
Internally-generated assets	7	18	9
Intangible assets of newly-consolidated companies	-	-	5
Amortization for the period	(11)	(21)	(10)
Impairment losses for the period (*)	(0)	(11)	-
Disposals	(0)	-	(2)
Currency translation adjustement	6	5	(1)
Reclassifications	(0)	1	(1)
Net intangible assets at end of period	102	96	97

(*) For 2010, see Note 9.

Note 15. Net debt

A. Long and short-term financial debt

Long and short-term debt at June 30, 2011 breaks down as follows:

In € millions	June 2010 IFRS	Effective rate June 2010 IFRS	Dec. 2010 IFRS	Effective rate Dec. 2010 IFRS	June 2011	Effective rate June 2011
		%		%		%
Long and short-term debt (1)	1 503	4,35	1 497	3,13	1 500	3,24

Deposits	8		9		9
Purchase commitments	4		2		2
Derivatives	1		-		7
Bank overdrafts and other short-term financial liabilities	1 8		7 4		6 3

Long and short-term debt and other financial liabilities	1 534		1 582		1 581

(1) As of June 30, 2011, equivalent of €1,488 million of EUR, equivalent of €6 million in INR, equivalent of €3 million in ZAR and equivalent of €3 million in other currencies.

The breakdown between long and short-term financial debt at June 30, 2010 is different from the following periods. This discrepancy is due to the set up of the bond loan of October 06, 2010. These new loans had the effect of changing the maturity profile of financial debt presented in Note 15 below.

In € millions		June 2010 IFRS	Dec. 2010 IFRS	June 2011
Long-term debt and other financial liabilities Short-term debt and other financial liabilities	(1) (2)	903 631	1 499 83	1 499 82
Total debt and other financial liabilities		1 534	1 582	1 581

(1) As of June 30, 2011, the Long-term debt includes €794 million of bond loan until October 2017 and bank loans of €695 million repayable between June 2013 and June 2015.

(2) Short-term financial debt consists mainly of bank overdrafts of €41 million, of interest on debt of €21 million and short terms credit facilities which amount to €9 million.

B. Maturities of financial debt

B. 1. MATURITIES OF FINANCIAL DEBT ANALYSIS

At June 30, 2011 maturities of financial debt are as follows:

In € millions	June 2010 IFRS	Dec. 2010 IFRS	June 2011

Due within 1 year (1)	631	83	82
Due in 1 to 2 years	10	11	108
Due in 2 to 3 years	293	98	298
Due in 3 to 4 years	299	298	298
Due in 4 to 5 years	299	298	-
Due in 5 to 6 years	-	-	-
Due beyond 6 years	2	794	795

Total debt	1 534	1 582	1 581

(1) As of June 30, 2011, debts in local currencies due within 1 year are equivalent to €12 million. Those debts expiring in one year includes €41 million of bank overdrafts which are to compare with €66 million of cash in the balance sheet assets.

Debt and short-term investments denominated in foreign currencies have been translated into euros at the rate on the balance sheet date.

In this presentation, all derivative instruments have been classified as short-term. Debt and short-term investments denominated in foreign currencies have been translated into euros at the rate on the balance sheet date.

At June 30, 2011, Edenred had undrawn long-term committed lines of credit totaling €628 million, expiring at various dates between November 2012 and June 2014.

B. 2. LONG AND SHORT-TERM DEBT BEFORE AND AFTER HEDGING

At June 30, 2011, total debt without hedging breaks down as follows:

In € millions	Amount	Rate	% of total debt
EUR Other currencies	1 491 9	3,16% 7,50%	99% 1%
Total debt	1 500	3,19%	100%

Long and short-term financial debt after currency and interest rate hedging breaks down as follows at June 30, 2011:

In € millions	Amount	Rate	% of total debt
EUR	1 488	3,21%	99%
Other currencies	12	7,41%	1%
Total debt	1 500	3,24%	100%

B. 3. LONG AND SHORT-TERM DEBT BY INTEREST RATE AFTER HEDGING

Amount	Rate	% of total debt
1 042	3,49%	69%
458	2,68%	31% 100%
	1 500	3,24%

C. Other current financial assets

At June 30, 2011, the current financial assets break down as follows:

In € millions	June 2010 IFRS	Dec. 2010 IFRS	June 2011
Financial debts on assets sales Short-term loans Derivatives instruments recorded in assets	1 3	1 - 0 4	3 0 4
Other current financial assets	5	4	7

D. Cash and marketable securities

At June 30, 2011, the treasury and marketable securities break down as follows:

In € millions	June 2010 IFRS	Dec. 2010 IFRS	June 2011
Marketable securities Cash	1 174 35	1 480 73	1 170 66
Cash and marketable securities	1 209	1 553	1 236

At June 30, 2011, the marketable securities break down as follows:

In € millions	June 2011 Fair value	June 2011 Carrying amount
(a) Bonds and other negociable debt securities	62	62
Money market securities (b)	1 107	1 107
Mutual fund units in cash in less than three months (*) Other	1 -	1 -

Total marketable securities	1 170	1 170

(*) The fair value of mutual fund units corresponds to their published net asset value (level 1 valuation technique).

(a) Held-to-maturity investments

(b) Held-for-sale financial assets

E. Net debt and net cash

In € millions	June 2010 IFRS	Dec. 2010 IFRS	June 2011

Other long-term debt	903	1 499	1 499
Short-term financial debt	613	17	34
Bank overdrafts	17	66	41
Derivatives instruments recorded in liabilities		1 -	7
Total financial debt	1 534	1 582	1 581

Short-term loans	(1)	-	-
Marketable securities (1)	(1 174)	(1 480)	(1 170)
Cash	(35)	(73)	(66)
Derivative instruments recorded in assets	(3)	(4)	(4)
Short-term receivables on disposals of assets	(1)	-	(3)
Current financial assets	(1 214)	(1 557)	(1 243)

Net debt	320	25	338

(1) Cf. Note 15.D.

In € millions	June 2010 IFRS	Dec. 2010 IFRS	June 2011
Net debt at beginning of period	(1 142)	(1 142)	25

Increase (decrease) in long-term debt	888	1 484	-
Increase (decrease) in short-term debt	(28)	(624)	17
Increase (decrease) in derivatives instruments recorded in liabilities		1 -	7
Decrease (increase) in other current financial assets	1 043	1 043	(3)
Decrease (increase) in cash and marketable securities	(442)	(736)	292
Changes for the period	1 462	1 167	313
Net debt at end of period	320	25	338

The following table reconciles cash and cash equivalents in the balance sheet to cash and cash equivalents in the statement of cash flows:

In € millions	June 2010 IFRS	Dec. 2010 IFRS	June 2011
Cash and cash equivalents in the balance sheet	1 212	1 556	1 240
Bank overdrafts Derivative instruments recorded in liabilities	(17) (1)	(66) 0	(41) (7)
Cash and cash equivalents in the statement of cash flows	1 194	1 490	1 192

Note 16. Provisions

Movements in non-current provisions between January 1, 2011 and June 30, 2011 can be analyzed as follows:

In € millions	December 31, 2010 IFRS	Impact on equity	Increases	Reversals of used provisions	Reversals of unused provisions	Currency translation adjustment	Reclassifications and changes in scope	June 30, 2011
- Provisions for pensions and loyalty bonuses - Provisions for claims and litigation and other contingencies	1 8 -	(0) -	1 -	(1) -	(0) -	(0) -	1 -	1 9 -
TOTAL NON-CURRENT PROVISIONS	1 8	(0)	1	(1)	(0)	(0)	1	1 9

Movements in current provisions between January 1, 2011 and June 30, 2011 can be analyzed as follows:

In € millions	December 31, 2010 IFRS	Impact on equity	Reversals of used provisions	Reversals of unused provisions	Currency translation adjustment	Reclassifications and changes in scope	June 30, 2011

- Tax provisions	-	-	-	- -	-		- -
- Restructuring provisions	6	-	1 (2)	(1)	(0)	(2)	2
- Provisions for claims and litigation and other contingencies	2 5	-	5 (1)	(1)	(0)	4	3 2
TOTAL CURRENT PROVISIONS	3 1	-	6 (3)	(2)	(0)	2	3 4

Net provision expense - corresponding to increases in provisions less reversals of used and unused provisions set up in prior periods - is reported under the following income statement captions:

In € millions	June 2010 IFRS	Dec. 2010 IFRS	June 2011
EBIT	(4)	-	2
Net financial expense	-	-	1
Restructuring costs and impairment losses	(5)	5	(2)
Income tax expense	-	-	-

TOTAL	(9)	5	1

Note 17. Working capital, service vouchers in circulation and restricted cash

A. Net change in working capital and service vouchers in circulation

In € millions	Dec. 2010 IFRS	June 2011	Change Dec. 2010/ June 2011

Inventories	12	10	(2)
Trade receivables	951	942	(9)
Other receivables and accruals	316	258	(58)
Working capital items - assets	1 279	1 210	(69)

Trade receivables	76	60	(16)
Other payables	174	163	(11)
Vouchers in circulation	3 278	2 970	(308)
Working capital items - liabilities	3 528	3 193	(335)

Float (Working capital)	2 249	1 983	(266)
In € millions			June 2011
Working capital at beginning of period			2 249
Change in working capital (1)			(238)
Development Expenditure			4
Disposals			-
Currency translation adjustment			(30)
Reclassification			(2)
Net change in working capital			(266)
Working capital at end of period			1 983

(1) See statement of cash flows

B. Net change in restricted cash

Restricted cash corresponds mainly to service voucher reserve funds which use is regulated. The countries concerned are France (€558 million), United Kingdom (€50 million) and Romania (€29 million).

In € millions	June 2011
Restricted cash at beginning of period	631
Like-for-like change for the period (1)	17
Reclassification from cash and cash equivalents to restricted cash (1)	-
Currency translation adjustment	(3)
Net change in restricted cash	14
Restricted cash at end of the period	645

(1) See statement of cash flows

Note 18. Related party transactions

Transactions with Accor SA during each of the three periods presented were as follows:

			Transaction amount			Receivables Payables				Off-balance sheet commitments
In € millions	Type of transaction	June 2010 IFRS	Dec. 2010 IFRS	June 2011	June 2010 IFRS	Dec. 2010 IFRS	June 2011	June 2010 IFRS	Dec. 2010 IFRS	June 2011	June 2010 IFRS	Dec. 2010 IFRS	June 2011
ACCOR SA	Inter-entity billings	(50)	(47)	-	9 4	-	1	1 5	1	-	-	-	-
	Loans	(10)	(8)	-	1	-	-	-	-	-	-	-	-
	Dividends	-	-	-	-	-	-	-	-	-	-	-	-

Comparison between Pro Forma and IFRS:

	Transaction amount			Receivables				Payables		Off-balance sheet commitments
In € millions	Type of transaction	June 2010 Pro forma	Dec. 2010 Pro forma	June 2011	June 2010 Pro forma	Dec. 2010 Pro forma	June 2011	June 2010 Pro forma	Dec. 2010 Pro forma	June 2011	June 2010 Pro forma	Dec. 2010 Pro forma	June 2011
ACCOR SA	Inter-entity billings	(50)	(47)	-	9 4	-	1	1 5	1	-	-	-	-
	Loans Dividends	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -

Note 19. Subsequent events

On August, 16, 2011, Edenred announced the disposal of Davidson Trahaire Group, the Australian subsidiary specialized in employee assistance and human resources consulting, for an amount of €35 million.

The contribution to the Group turnover of this activity without issue volume amounted to €18 million in 2010.

Statement by the person responsible for the 2011 half-year financial report

Statement by the Person Responsible for the 2011 Half-Year Financial Report

I declare that, to the best of my knowledge, (i) the consolidated financial statements have been prepared in accordance with the applicable accounting standards and give a true and fair view of the assets and liabilities, financial position and results of the Edenred SA and the companies included in the consolidation, and (ii) the interim management report includes a fair review of material events of the first six months of the financial year and their impact on the interim financial statements, as well as a discussion of the main risks and uncertainties in the second half of the year and a description of the main related party transactions for the period.

Malakoff, August 24, 2011

Jacques Stern Chairman and Chief Executive Officer

AI Terminal

Edenred SE

1268_ir_2011-09-06_62f1b815-6249-4e79-ab2f-877d400b8da2.pdf

2011 Half-Year Financial Report

Summary

2011 Interim Management report

FIRST-HALF 2011 CONSOLIDATED RESULTS

CONCLUSION AND FULL-YEAR 2011 OUTLOOK

EDENRED

INTERIM MANAGEMENT REPORT

SECTION 1 - FIRST-HALF 2011 CONSOLIDATED RESULTS

1.1 Introduction

1.2 Prior period comparatives presented in the consolidated financial statements

1.3 First-half 2011 vs. first-half 2010

1.3.1 Issue volume

1.3.2 Revenue

1.3.2.1 Operating revenue

(a) France: first-half operating revenue of €70 million

(b) Rest of Europe: first-half operating revenue of €159 million

(c) Latin America: first-half operating revenue of €194 million

1.3.2.2 Financial revenue

1.3.3 EBIT

1.3.3.1 EBIT analysis

1.3.3.2 EBIT by region

1.3.4 Net financial expense

1.3.5 Income tax expense

1.3.6 Recurring profit after tax

1.3.7 Net profit

1.4 Liquidity and financial resources

1.4.1 Cash flows

1.4.2 Working capital requirement

1.4.3 Net debt

1.4.4 Equity

1.5 Material contracts

1.6 Significant events of first-half 2011

• Acquisitions

• Disposals

(a) Divestment of EAP France and its stake in BEA (Bien-être à la carte)

1.7 Standard & Poor's rating

SECTION 2 - CONCLUSION AND FULL-YEAR 2011 OUTLOOK

SECTION 3 - MAIN RISKS AND UNCERTAINTIES

SECTION 4 - MAIN RELATED-PARTY TRANSACTIONS

SECTION 5 - SUBSEQUENT EVENTS

Auditors' report on the Half-year financial information

CABINET DIDIER KLING & ASSOCIES

DELOITTE & ASSOCIES

EDENRED SA

Auditors' Review Report on the First-Half 2011 Financial Information

1. Conclusion on the financial statements

2. Specific verification

Condensed consolidated financial statements and notes

EDENRED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND NOTES

Consolidated income statement

Consolidated statement of comprehensive income

Consolidated balance sheet

Assets

Equity and liabilities

Consolidated statement of cash flows

Changes in consolidated equity

Comparison between Pro Forma and IFRS:

Key ratios and indicators

Note (c): Adjusted Funds from Operations / Adjusted net debt:

Basis of preparation of pro forma financial statements

Notes to the consolidated financial statements

Note 1. Approval of the financial statements

Note 2. Accounting policies

A. Standards, amendments and interpretations

B. Specific items relating to preparation of the interim consolidated financial statements

B. 1. INCOME TAXES

B. 2. POST-EMPLOYMENT AND OTHER LONG-TERM EMPLOYEE BENEFITS

C. Uses of estimates and judgment

Note 3. Significant events and changes in scope of consolidation

A. Disposals of assets

A. 1. DIVESTMENT OF THE STAKE IN EAP FRANCE AND ITS INTEREST IN BEA

A. 2. DIVESTMENT OF THE STAKE IN WORKPLACE BENEFITS AND ITS SUBSIDIARIES

B. Organic growth and acquisitions

B. 1. 2010 ACQUISITIONS

B. 2. 2011 ACQUISITIONS

Note 4. Analysis of issue volume and total revenue by geographic segment