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As filed with the Securities and Exchange Commission on April 2, 2007 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ‘ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2006 OR ‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ‘ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 1-14734 GROUPE DANONE (Exact name of registrant as specified in its charter) Not Applicable 17, Boulevard Haussman France (Translation of registrant’s 75009 Paris (Jurisdiction of incorporation name into English) France or organization) (Address of principal executive offices) Securities registered or to be registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class: on which registered: American Depositary Shares, or ADSs, New York Stock Exchange each representing one-fifth of one Ordinary Share, nominal value €0.50 per share Ordinary Shares, nominal value €0.50 per share New York Stock Exchange Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 260,864,746 ordinary shares, nominal value € 0.50 per share at December 31, 2006 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes È No ‘ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ‘ No È Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes È No ‘ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-acccelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer È Accelerated filer ‘ Non-accelerated filer ‘ Indicate by check mark which financial statement item the registrant has elected to follow: Item 17 ‘ Item 18 È If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ‘ No È WorldReginfo - 291054ae-4023-4a08-ae84-9034f4161a4e TABLE OF CONTENTS Page Presentation of Information ............................................................... 1 Cautionary Statement Regarding Forward-Looking Statements ................................... 1 PART I Item 1. Identity of Directors, Senior Management and Advisors ............................... 3 Item 2. Offer Statistics and Expected Timetable ........................................... 3 Item 3. Key Information .............................................................. 3 Item 4. Information on Groupe Danone .................................................. 11 Item 4A. Unresolved Staff Comments .................................................... 34 Item 5. Operating and Financial Review and Prospects ...................................... 35 Item 6. Directors, Senior Management and Employees ...................................... 57 Item 7. Major Shareholders and Related Party Transactions .................................. 72 Item 8. Financial Information .......................................................... 76 Item 9. The Offer and Listing .......................................................... 78 Item 10. Additional Information ......................................................... 82 Item 11. Quantitative and Qualitative Disclosures About Market Risk ........................... 102 Item 12. Description of Securities Other than Equity Securities ................................ 104 PART II Item 13. Defaults, Dividend Arrearages and Delinquencies ................................... 105 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds ............. 105 PART III Item 15. Controls and Procedures ........................................................ 106 Item 16. [Reserved] ................................................................... 107 Item 16A. Audit Committee Financial Expert ................................................ 107 Item 16B. Code of Ethics ............................................................... 107 Item 16C. Principal Accountant Fees and Services ........................................... 107 Item 16D. Exemptions from the Listing Standards for Audit Committees .......................... 108 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers ................... 108 Item 17. Financial Statements ........................................................... 109 Item 18. Financial Statements ........................................................... 109 Item 19. Exhibits ..................................................................... 109 i WorldReginfo - 291054ae-4023-4a08-ae84-9034f4161a4e PRESENTATION OF INFORMATION In this annual report, the “Company” refers to Groupe Danone, and “Danone” or the “Group” refers to Groupe Danone and its consolidated subsidiaries and equity affiliates. All references herein to “U.S. dollars,” “dollars,” “cents” or “$” are to the currency of the United States; references to “France” are to the Republic of France; and references to “euro” or “€” are to the currency of the European Union member states (including France) participating in the European Monetary Union. The Company’s next general meeting of shareholders has been called for April 26, 2007. Unless the context requires otherwise, all references herein to “markets” for particular products, or to market share, refer to markets for packaged products and exclude products which may be otherwise marketed or sold. Unless indicated otherwise, information relating to market share and position are based on volume sold. All references herein to “fresh dairy products” and the dairy products business or markets refer to processed dairy products and exclude milk, cream and butter. All references to “packaged water” refer to bottled water as well as water sold in large containers. The market share and volume data contained in this annual report have been compiled by the Company based in part upon statistics and other information obtained from several third-party sources. In addition, the Company utilizes its own surveys of competitors’ sales and customers’ purchases and inventory levels. The Company maintains and publishes statistical information relating to its business in metric units, such as metric tons and thousands of liters. One metric ton equals 1,000 kilograms or 2,204 pounds, and one thousand liters equals approximately 264 gallons. Various amounts and percentages in this annual report have been rounded and, accordingly, may not total 100%. Since December 1990, the Company has sponsored an American Depositary Receipts, or ADRs, program in the United States with Citibank, N.A., as depositary. The American Depositary Shares, or ADSs, issued pursuant to such program have been registered with the Securities and Exchange Commission under a Registration Statement on Form F-6. Each such ADS represents one-fifth of one share. Since November 20, 1997, the ADSs have been listed on the New York Stock Exchange under the symbol “DA.” Groupe Danone has reached its current filing limit for ADRs. As a result, Citibank, N.A., as depositary, will no longer accept deposits of ordinary shares for the issuance of ADRs for Groupe Danone until further notice. The Groupe Danone ADR Program remains open for the cancellation of ADRs. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Certain of the statements contained in this annual report that are not historical facts, including, without limitation, certain statements made in the sections entitled “Item 3. Key Information—Risk Factors,” “Item 4. Information on Groupe Danone,” particularly the subsection “—Business Strategy,” “Item 5. Operating and Financial Review and Prospects” and “Item 11. Quantitative and Qualitative Disclosures About Market Risk,” are statements of future expectations. Forward-looking statements (within the meaning of Section 27A of the United States Securities Act of 1933 and Section 21E of the United States Securities Exchange Act of 1934, as amended) can be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “is expected to,” “will,” “will continue,” “should,” “would,” “seeks” or “anticipates” or similar expressions or the negative thereof or other variations thereof, or comparable terminology, or by discussions of strategy, plans or intentions. Although the Company believes its expectations are based on reasonable assumptions, these forward- looking statements are subject to numerous risks and uncertainties. Risks that could cause actual results to differ materially