Carrefour Registration Document
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Registration Document Annual Financial Report 2016 REGISTRATION DOCUMENT 2016 Annual Financial Report 1 5 Presentation of Carrefour 7 Consolidated Financial Statements as of December 31, 2016 169 1.1 History of Carrefour 8 1.2 Presentation of Carrefour 12 5.1 Consolidated income statement 170 1.3 Carrefour in 2016 20 5.2 Consolidated statement of comprehensive income 171 5.3 Consolidated statement of financial position 172 5.4 Consolidated statement of cash flows 174 2 5.5 Consolidated statement of changes Corporate social responsibility 27 in shareholders’ equity 176 5.6 Notes to the Consolidated Financial Statements 177 2.1 CSR at Carrefour 28 5.7 Statutory Auditors’ report on the Consolidated 2.2 Carrefour’s CSR performance 36 Financial Statements 245 2.3 Action plans 38 2.4 Carrefour CSR results 76 6 Company Financial Statements 3 as of December 31, 2016 247 Corporate governance 93 6.1 Balance Sheet at December 31, 2016 248 3.1 Corporate governance code 94 6.2 Income statement for the year 3.2 Composition and operation of the Board of ended December 31, 2016 249 Directors 94 6.3 Statement of cash flows 250 3.3 Executive Management 114 6.4 Notes to the Company Financial Statements 251 3.4 Compensation and benefits granted to Company officers 117 6.5 Statutory Auditors’ report on the Annual Financial Statements 267 3.5 Risk management 128 3.6 Internal control and risk management procedure 138 3.7 Statutory Auditors’ report prepared in 7 accordance with Article L. 225-235 of the Information about the Company 269 French commercial code on the report of the Chairman of the Board of Directors 146 7.1 Information about the Company 270 7.2 Information on the capital 273 4 7.3 Shareholders 278 Management’s discussion and analysis 7.4 Stock market information 281 as of December 31, 2016 147 8 4.1 Consolidated sales and earnings performance 148 Publicly available documents 283 4.2 Group financial position 153 4.3 Outlook for 2017 156 8.1 Publicly available documents 284 4.4 Other information 157 8.2 Persons responsible for the Registration 4.5 First-quarter 2017 sales 159 Document and Annual Financial Report 284 4.6 Parent company financial review 162 8.3 Declaration by the persons responsible for the 4.7 Statutory Auditors’ special report on regulated Registration Document and Annual Financial Report 284 agreements and commitments 165 8.4 Persons responsible for auditing the Financial Statements 285 8.5 Information incorporated by reference 286 This is a free translation into English of the Registration Document 8.6 Registration Document concordance table 287 issued in French and it is provided solely for the convenience 8.7 Annual Financial Report concordance table 289 of English speaking users. 8.8 Management report concordance table 290 The elements of the Annual Financial Report are identified in the table of contents using the symbol As the reference in food retail, Carrefour operates nearly 12,000 stores and e-commerce sites in more than 30 countries. As a multi-local, multi-format and omni-channel retailer, the Group employs more than 384,000 people worldwide and generated total sales of 103.7 billion euros under its banners in 2016. Every day, Carrefour welcomes 13 million customers around the world and is actively committed to quality and to more sustainable trade. This Registration Document was filed with the French financial markets authority (Autorité des marchés financiers – AMF) on April 25, 2017, in accordance with Article 212–13 of the AMF General Regulation. It may be used to endorse a financial transaction in conjunction with a prospectus certified by the AMF. This document has been established by the Issuer and is binding on its signatories. CARREFOUR I 2016 REGISTRATION DOCUMENT 1 2016 key figures A multi-local group 13 million Nearly 105 million checkouts every day in our stores customer households around the world France Belgium Poland 5,670 772 886 stores stores stores China 254 stores Spain Romania 849 298 stores stores Italy 1,068 stores Taiwan 94 stores Locations as of December 31, 2016 Brazil 349 stores Other countries 1,092 stores Argentina 603 stores Integrated countries Franchise countries Store network By region By region By format In number of stores In thousands of sq.m. of sales area 171 Asia Other regions* Other regions* cash & carry Latin Latin America 1,462 America 441 331 920 stores 2,335 hypermarkets 952 Mainland France and overseas territories Asia 5,719 2,758 Mainland France and overseas Rest territories 3,227 of Europe 5,670 supermarkets 4,541 Rest of Europe 7,075 5,449 convenience stores * Africa, Middle East and the Dominican Republic 2 2016 REGISTRATION DOCUMENT I CARREFOUR A multi-format and omni-channel group Hypermarkets, supermarkets, convenience stores and cash & carry stores; E-commerce sites and solutions. 11,935 stores 1.3 million 12.4 million in more than 30 countries unique visitors a day fans, followers and subscribers across all of the Carrefour websites on Carrefour social media Store network (including franchisees and partners) Convenience Cash & carry TOTAL TOTAL (number of stores as of December 31, 2016) Hypermarkets Supermarkets stores stores 2016 2015 France 229 1,034 4,156 139 5,558 5,539 Partnerships in French overseas territories 14 28 66 4 112 111 Total France 243 1,062 4,222 143 5,670 5,650 Belgium 45 442 285 772 753 Italy 57 412 586 13 1,068 1,101 Poland 86 159 641 886 813 Romania 32 213 53 298 192 Spain 175 129 545 849 718 Partnerships in other European countries 44 422 202 668 1,490 Total Rest of Europe 439 1,777 2,312 13 4,541 5,067 Argentina 79 126 398 603 588 Brazil 237 42 70 349 288 Total Latin America 316 168 468 - 952 876 China 229 25 254 236 Taiwan 64 30 94 83 Partnerships in other Asian countries 81 8 2 2 93 87 Total Asia 374 38 27 2 441 406 Partnerships in other countries* 90 182 46 13 331 297 Total Group 1,462 3,227 7,075 171 11,935 12,296 * Africa, Middle East and the Dominican Republic A leading employer 384,151 92.4% 75.4% 39.2% employees of employees with of employees work of managers permanent work contracts full time are women Workforce by region Europe Latin America Asia 57% 26% 17% CARREFOUR I 2016 REGISTRATION DOCUMENT 3 Financial performance Total sales under Group banners including petrol Adjusted net income, Group share €103.7 billion €1,031 million (down 7.4% at current exchange rates) 1,113 1,031 Sales including VAT €85,700 million (up 2.7% at constant exchange rates) 46.8% 86,294 85,700 2015 2016 Change 26.2% (in millions of euros) 19.0% Net debt Net debt/EBITDA 8.0% €4,531 million 1.2x in 2016 (down 15 million euros) France Rest of Europe Asia Latin America 2015 2016 Change Geographic breakdown 4,546 (in millions of euros) 4,531 Credit rating Recurring operating income BBB+ Stable outlook €2,351 million 2015 2016 (down 3.2% at constant exchange rates) Change (in millions of euros) 43.9% 2,445 2,351 Capital expenditure* Free cash flow from * 30.3% continuing operations €2,492 million 30.2% €1,039 million 2,492 1,039 2,378 951 France Rest of Europe Latin America –2.5% –1.9% 2015 2016 Asia services Change Geographic breakdown Corporate (in millions of euros) 2015 2016 2015 2016 Change Change (in millions of euros) (in millions of euros) * Excluding Cargo * Before exceptional items 4 2016 REGISTRATION DOCUMENT I CARREFOUR CSR performance COMBATTING WASTE Targets 2016 Recover waste ∞ Recover 100% of waste by 2025 71.6% (+2.9 points vs. 2015) Combat climate change ∞ Reduce CO2 emissions by 40% by 2025 compared with 2010 -24.7% (+7.5 points vs. 2015) ∞ Reduce energy consumption per sq.m. of sales area by 30% by 2025 compared with 2010 -15.4% (+2.6 points vs. 2015) ∞ Reduce refrigerant-related CO2 emissions by 40% by 2025 compared with 2010 -45.3% (+14.9 points vs. 2015) ∞ Reduce transport-related CO2 emissions by 30% by 2025 compared with 2010 -7.1% (+0.1 point vs. 2015) PROTECTING BIODIVERSITY Targets 2016 Develop agroecology and organic products ∞ Foster direct relations with producers, to increase the number of Carrefour Quality Lines 464 partnerships (+4.5% vs. 2015) 1,107.4 million euros ∞ Promote organic farming in sales of organic products (+32.2% vs. 2015) Encourage the sustainable consumption of seafood 199 million euros ∞ Promote Carrefour Quality Lines and MSC & ASC-certified seafood in sales of MSC, ASC and CQL- certified seafood (+7.8% vs. 2015) Encourage sourcing of products that do not contribute to deforestation ∞ Ensure that all of the palm oil used in Carrefour products is sourced from RSPO-certified suppliers 100% ∞ Use 100% certified and/or recycled paper in catalogues 99.6% 105 million euros in sales ∞ Increase sales of PEFC and FSC-certified Carrefour products of PEFC and FSC-certified products Develop apiculture ∞ Encourage Carrefour countries to adopt a local approach to apiculture 48 sites equipped with beehives SUPPORTING OUR PARTNERS Targets 2016 Act as a responsible employer 14 training hours on average ∞ Develop employees’ skills per employee 39.2% of managers ∞ Encourage diversity and equal opportunity are women 3.3% of employees ∞ Encourage the hiring and retention of people with disabilities have a disability Listen to our customers 26% of our customers identified ∞ Include CSR in the customer barometer linked to Carrefour’s brand image our CSR messages in stores Improve the way our results/actions are communicated to the non-financial community ∞ RobecoSAM rating 74 ∞ Carbon Disclosure Project rating B ∞ VigeoEiris rating 55 Promote CSR in the supply chain and prioritise local suppliers 58% of suppliers fully participating ∞ Promote CSR to suppliers in the CSR self-assessment 73.8% of Carrefour own-brand ∞ Promote local suppliers food products sold were sourced from direct national suppliers (+3 points vs.