Welcome to the Alimentation Revolution REGISTRATION DOCUMENT ANNUAL FINANCIAL REPORT 5 SOCIAL, SOCIETAL AND ENVIRONMENTAL RESPONSIBILITY 161 5.1 Danone’s social, societal and environmental A l i m e n t a t i o n Tre e approach 162 5.2 Information concerning Danone’s social, societal and environmental performance in compliance 1 with the Grenelle II law 166 INFORMATION 5.3 Funds sponsored by Danone 195 ABOUT THE ISSUER AND INFORMATION ON THE REGISTRATION DOCUMENT 5 6 1.1 Information about the issuer 6 CORPORATE GOVERNANCE 201 1.2 Information about the Registration Document 7 6.1 Governance bodies 202 1.3 Person responsible for the Registration 6.2 Positions and responsibilities of the Directors Document 9 and Nominees to the Board of Directors 224 6.3 Compensation and benefits of governance bodies 234 2 6.4 Detailed information on long-term OVERVIEW OF ACTIVITIES, and multi-annual compensation plans 254 6.5 DANONE shares owned by the Board of Directors RISK FACTORS 11 and the Executive Committee members 270 2.1 History 12 6.6 Internal control and risk management 272 2.2 Presentation of Danone 13 6.7 Statutory auditors’ special report on related 2.3 Strategic growth areas 15 party agreements and commitments 281 2.4 Description and strategy of the Divisions 16 2.5 Other elements related to Danone’s activity and organization 18 7 2.6 Simplified organizational chart as of December 31, 2016 22 SHARE CAPITAL 2.7 Risk factors 24 AND SHARE OWNERSHIP 289 7.1 Company’s share capital 290 7.2 Treasury shares and DANONE call options 3 held by the Company and its subsidiaries 291 7.3 Authorizations to issue securities giving access DANONE’S BUSINESS HIGHLIGHTS IN 2016 to the share capital 294 AND OUTLOOK FOR 2017 41 7.4 Financial instruments not representing share 3.1 Business highlights in 2016 42 capital 296 3.2 Consolidated net income review 46 7.5 Dividends paid by the Company 296 3.3 Free cash flow 55 7.6 Shareholders’ Meetings, voting rights 297 3.4 Balance sheet and financial security review 57 7.7 Crossing of thresholds, shares and share sales 299 3.5 Outlook for 2017 61 7.8 Share ownership structure as of December 31, 3.6 Financial indicators not defined by IFRS 61 2016 and significant changes over the past 300 3.7 Documents available to the public 62 three fiscal years 303 3.8 WhiteWave acquisition project: unaudited 7.9 Market for the Company’s shares pro forma consolidated information 62 7.10 Factors that might have an impact in the event of a public tender offer 304 4 7.11 Change of control 305 FINANCIAL STATEMENTS 67 APPENDIX 307 4.1 Consolidated financial statements and Notes Cross-reference tables 308 to the consolidated financial statements 68 4.2 Financial statements of Danone SA, the Danone parent company 138 4.3 Information originating from third parties, expert opinions and declarations of interest 159 By writing a Manifesto, we reinforce our dual commitment to business success and social progress and, hereby, acknowledge that we cannot work for healthier choices and lifestyles without caring about the health and wellness of our communities. This Manifesto embodies our commitment to build an alimentation revolution for the health of Danone, the health of our planet and our whole ecosystem, the health of current and future generations… OUR CONVICTIONS MISSION IN ACTION At Danone, we believe that... At Danone, we stand for... GOOD HEALTH IS EVERYTHING TO ALL OF US FOR HEALTH AND WELL-BEING We will stand Good health is a state of general well-being. It involves the mind as well as next to our employees and our consumers in their quest for the body, and emotion as well as sensation. FOOD IS HEALTH’S good health, by encouraging diets and lifestyles that will bring MOST SIGNIFICANT PARTNER Healthy eating is an the most benefit in people’s lives. WITH THE BEST WE essential part of life, to build and to maintain our well-being. From the CAN DO, ALWAYS We will stand by all our products earliesttimes, all over the world, people have always understood and services, with pride, as a guarantee of their quality and inte- this. HEALTH CANNOT LIVE LONG WITHOUT grity – whatever a consumer may choose, and wherever they may PLEASURE Without appetite and delight, no-one would eat or choose it. FOR EVERY INDIVIDUAL, AT EVERY AGE, keep eating well.Pleasure in food is a precondition of every healthy WITH PLEASURE We will stand for the widest range of pro- lifestyle. FOOD IS THE WARMTH BEHIND EVERY ducts and services to feed the needs and wishes of every person at CULTURE Healthy eating is an idea that goes beyond nutritional every key stage of life, encouraging balanced nutritional habits or needs and appetites. Its richness is a part of every culture – always delivering specific health benefits. FOR YOUR HOME, NOT different and always special – and worth taking the time to understand. SOMEONE ELSE’S We will stand up for the principle that every THE WEALTH OF NATIONS GROWS FROM A HEALTHY culture has the right to preserve its own way of eating and living well, PLANET Everything we eat depends on the earth that it grows by offering products inspired and developed out of local needs and in or feeds on. As gardeners of this planet, we have a duty of care ideas. FOR OUR PLANET AND ITS LIVING HERITAGE to manage its resources responsibly and sustainably. RESEARCH We will stand together for a healthy planet and devote all our energies IS OUR BEST ALLY Food is more than nature. It is the outcome to protect and preserve the abundance of life and the variety of nature, of human endeavour, combining technological progress with deeper in all its forms and ecosystems. FOR WHAT IS INVENTED understanding of its value and its potential. PREPARING FOR AND WHAT STILL NEEDS TO BE INVENTED We will TOMORROW IS THE BUSINESS OF TODAY New ways always respect our obligation to prepare the future through new, can and will be found, to better serve this generation and the next, sustainable ways to provide healthy food and access to safe water and to bring healthy, affordable food and safe water to thegreatest for all, by bonding with communities and stakeholders. We will keep number, across the world. our place at the forefront of these efforts. NOT ALONE, BUT WITH PARTNERS AND FRIENDS We will stand firmly by our belief that it is better to walk together than apart, by engaging always with more consumers and more communities, in our common quest to find better health through better food, for the greatest number. DANONE A FRENCH CORPORATION (SOCIÉTÉ ANONYME) WITH SHARE CAPITAL OF €163,973,000 REGISTERED OFFICE: 17, BOULEVARD HAUSSMANN, 75009 PARIS PARIS CORPORATE REGISTER NUMBER: 552 032 534 201� REGISTRATION DOCUMENT ANNUAL FINANCIAL REPORT This Registration Document includes all the items of the Annual Financial Report. The French language version of this Registration Document (Document de Référence) was filed with the French financial markets authority (Autorité des Marchés Financiers, or AMF) on March 17, 2017, pursuant to Article 212-13 of its General Regulations. This Re- gistration Document may be used in support of a financial transaction if supplemented by a Securities prospectus (Note d’opération) authorized by the AMF. This Registration Document was prepared by the issuer and its signatory is liable for its contents. This is a free translation into English for information purposes only. Copies of this Registration Document are available from Danone at: 17, boulevard Haussmann – 75009 Paris, on Danone’s website: www.danone.com and on the website of the Autorité des Marchés Financiers: www.amf-france.org A PDF version for visually impaired readers is available at www.danone.com KEY FIGURES “Bringing health through food to as many people as possible” “With the upcoming addition of WhiteWave, we will soon start a whole new and exciting chapter of our alimentation revolution journey. While we delivered a robust performance leading to a very strong recurring EPS growth in 2016, the challenges we faced, including a slower turnaround of dairy in Europe and major market volatility, are a clear case to step up in our ability to seize consumer opportunities and improve our efficiency. The changes announced at the beginning of the year will drive horizontal collaboration and vertical delegation across our entire organization, making us more agile to grow, closer to consumers, and driving consistency in resource allocation. On one hand, I have decided to address our efficiency agenda in a radically new way, and to launch a comprehensive, company-wide program allowing us to spend better and more sustainably and to work more efficiently. On the other hand, fueled by resources generated from higher efficiency, our new integrated growth and innovation process will gradually bring our brands into an entirely new level of relevance with their communities of consumers, which is the core of the alimen- tation revolution. These decoupled mid-term growth and short-term efficiency agendas, linked by our seamless resource allocation process, will allow us to reach both our short and mid-term financial objectives, beyond the benefits of the future WhiteWave acquisition. On behalf of my whole executive team, I would like to share my pride for all Danone teams, working hard every day to provide great and wholesome products: better for our health, better for our planet.” Emmanuel FABER, Danone Chief Executive Officer +2.9% +70 bps +9.3% +6.3% 2016 2016 2016 2016 like-for-like like-for-like like-for-like Dividend growth Sales growth Recurring operating Recurring EPS in € per share margin growth growth 2 DANONE REGISTRATION DOCUMENT 2016 KEY FIGURES • 99,187 employees • Reduction of carbon intensity (a) of 50.1% (b) from 2008 to 2016 • Reduction of water intensity of 1.3% in 2016 (c) • Ranked in leading social responsibility indexes: Dow Jones Sustainability Index, Ethibel Sustainability Index, MSCI and Vigeo (a) Grams of CO2 equivalent per kilo of product sold.