RALLYE ANNUAL REPORT 2014 AUTORITÉ DES MARCHÉS FINANCIERS This Registration Document was filed with the French Financial Markets Authority on April 16, 2015, in accordance with Article 212-13 of the general regulations of the Financial Markets Authority. It may be used in conjunction with a financial transaction only if accompanied by a transaction note approved by the Financial Markets Authority. This document includes all information relating to the Annual Financial Report. It was prepared by the issuer under the responsibility of the persons who signed it. Rallye French Public Limited Company (SA) with share capital of €146,165,844 No. 054,500,574 in the Paris Company and Trade Register Registered office: 83, rue du Faubourg Saint-Honoré -75008 Paris Phone: +33 (0)1 44 71 13 73 – Fax: +33 (0)1 44 71 13 70 Web site: http://www.rallye.fr – E-mail: [email protected] Contents Rallye 03 Chairman's Message 166 Company fi nancial statements 166 Income Statement 04 Group overview 167 Balance Sheet 04 Organizational chart 168 Cash Flow Statement 05 Key fi gures 169 Notes to the Financial Statements 183 Subsidiaries and equity interests 06 Management Report 184 Statutory Auditors' report on the fi nancial statements 06 Signifi cant events 186 Financial performance of the company 11 Business review over the last fi ve years 15 Financial overview 19 Recent trends and outlook 187 Shareholders' Meeting 20 Capital and shareholding structure 187 Draft resolutions 30 Risk factors and insurance 35 Social, societal and environmental 200 Additional information responsibility 200 General information 45 Certifi cate of Presence and Limited Assurance Report by the independent 207 Stock Market information auditor with regard to social, 209 Person responsible for the Registration environmental and societal information Document and the Annual Financial Report 47 Corporate governance 209 Statement of the person responsible for the Registration Document and the 47 Boards of Directors Annual Financial Report 61 Executive management 209 Historic fi nancial information included 67 Statutory Auditors by reference 69 Chairman's report 210 Person responsible for audit 79 Report of the Statutory Auditors 211 Cross-reference tables on the Chairman's report 82 Consolidated fi nancial statements 82 Consolidated income statement 83 Consolidated statement of comprehensive income 84 Consolidated statement of fi nancial position 86 Consolidated cash fl ow statement 87 Statement of changes in consolidated shareholders’ equity 88 Notes to the consolidated fi nancial statements 158 List of main consolidated companies 164 Auditors’ report on the consolidated fi nancial statements This information forms an integral part of the Annual Financial Report as provided for in Article L. 451-1.2 of the French Monetary and Financial Code. 01 RALLYE | Annual Report 2014 Corporate bodies and auditors - BOARD OF DIRECTORS Jean-Charles NAOURI (1) Chairman of the Board of Directors Philippe CHARRIER (1) Independent Director Jean CHODRON de COURCEL (1) Independent Director Jacques DUMAS (1) Director Catherine FULCONIS (1) Independent Director Jean-Marie GRISARD Representing Finatis (1) Sophie GUIEYSSE (2) Independent Director Didier LEVEQUE, Representing Foncière Euris (1) Odile MURACCIOLE Representing Saris (1) Gabriel NAOURI Representing Euris (1) Christian PAILLOT (1) Independent Director André CRESTEY Non-voting observer (advisor to the Board) | JEAN-CHARLES NAOURI Chairman of the Board of Directors EXECUTIVE MANAGEMENT Didier CARLIER Chief Executive Officer Franck HATTAB Deputy Managing Director STATUTORY AUDITORS ERNST & YOUNG et Autres Represented by Pierre Bourgeois KPMG AUDIT Department of KPMG SA Represented by Catherine Chassaing (1) Reappointments proposed to the Ordinary General Shareholders’ Meeting of May 19, 2015. (2) Proposed appointments to the General Shareholders’ Meeting of May 19, 2015. Annual Report 2014 | RALLYE 02 Chairman’s Message - asino Group has moved up in the last five years to Rallye reported consolidated revenue of €49.2 billion, up +1.3% attain the rank of the 11th largest food retailer in the on 2013. Current operating income totaled €2,235 million in 2014, world. Revenue has increased by 67% in five years, versus €2,323 million in 2013. (1) giving Casino the highest growth rate among leading retailers . This Rallye’s holding scope reported net financial debt of €2,798 million, grow th was fueled by Casino’s choice to prioritize the development including €2,243 million of bond debt and €470 million of non-bond Cof the most buoyant countries and formats. As such, the Casino debt. Group is leveraged by a highly diversified portfolio of franchised Rallye’s investment portfolio was valued at €143 million at the end outlets established in high-potential markets. The strongest growth of 2014, following the disposal of some 15 lines, most of which drivers over the last five years have been the Brazilian subsidiaries, had generated substantial returns on investment, in addition with 19.5% of average growth and e-commerce with 18.3%. Next to two real estate assets. are the Colombian and Thai subsidiaries with average revenue growth of 11.7% and 9.8% respectively over the period. In terms of Highlights in 2014 included the filing of a simplified public offering formats, Casino continues to focus on mass retail franchised outlets on September 30, 2014 by Rallye to buy Groupe GO Sport shares (hypermarkets, discount and cash & carry stores), quality-oriented, not yet included in its direct or indirect holdings. The offering, which convenience franchised outlets and e-commerce. These formats was declared compliant on October 14, 2014 by the French financial perfectly match changing consumer trends. markets authority, was completed at a price of €9.10 per share. It was followed by a squeeze-out implemented on November 5, 2014. The Casino Group’s results in 2014 confirm the soundness of this Since that date, Rallye holds 100% of the capital and voting rights of strategy. Revenues were up 4.7% on a same-store basis (2) compared Groupe GO Sport. to 2013, thanks to improved sales for a comparable number of stores in France, a steadily-expanding international presence and the The consolidated revenues of Groupe GO Sport for 2014 amounted outstanding performance of e-commerce. Current operating income to €655.1 million, up by 2.9% on a same-store basis and constant was up 5.6% on a same-store basis. Normalized net income Group currency basis, with a sequential acceleration during the year. share was €556 million, down by 10% due to the impact of currency Rallye’s liquidity position is highly robust, with almost €1.9 billion in translation and the decision to cut prices in France. undrawn confirmed credit lines available for immediate use. Bond Strengthened by a balanced, diversified profile in high-growth debt maturity was extended to 4.5 years (versus 3.1 years as at countries and formats, Casino is leveraged by a robust financial December 31, 2013). structure. Although the Group continued its development strategy Rallye’s financial expenses will drop mechanically in upcoming years, in 2014 and made some significant investments, such as raising its following refinancing well below historic cost. In 2015, Rallye expects stake in GPA and acquiring the Le Mutant discount stores in France its financial expenses to improve by at least €40 million. and Super Inter in Colombia, its debt level remained under control. Rallye confirmed its asset valuation strategy, for Casino in particular, Thanks to significant free cash flow which covered the majority of net together with its goal of reducing its financial expenses. capital expenditure and dividend payouts, Casino managed to slow the pace of change in net financial debt at €5,822 million, or 1.8 times The Board of Directors will propose to the General Meeting EBITDA. of May 19, 2015, a dividend payout of €1.83 per share, stable compared to 2013, which will be paid on May 29, 2015. In 2015, the Casino Group will face numerous challenges: strengthening its leadership on quality-oriented formats, accelerating the expansion of discount and proximity stores, maintaining the momentum of e-commerce and operational discipline. To do so, it relies on the strengths inherent in its new profile. Its international dimension opens up new opportunities to galvanize its teams, exchange best practices, manage evolving talents, and promote a JEAN-CHARLES NAOURI caring management, while creating the right conditions for achieving excellence and improving customer service. (1) Growth rate of +11.1% per annum for the Group between 2008 and 2013. Source: Cabinet Deloitte - “Global Powers of Retailing” study published in January 2015. (2) Excluding fuel and calendar effects. 03 RALLYE | Annual Report 2014 Simplified group organizational chart As at December 31, 2014 - 48.38% 100% (60.38% OF VOTING RIGHTS) INVESTMENT PORTFOLIO LISTED COMPANIES KEY INCOME STATEMENT ITEMS Continuing operations 2013 2014 2014 at current (in € millions) restated (3) exchange rates Net sales 48,519 49,155 EBITDA (1) 3,299 3,210 Current operating income (COI) 2,323 2,235 Net profit, Group share 175 (32) Net underlying profit (2), Group share 75 52 71 (1) EBITDA = current operating income + current depreciation and amortization expense. (2) Underlying net income corresponds to net profit from continuing operations adjusted for the impact of other operating income and expense, non-recurring financial items and non-recurring income tax expense/benefits. (3)The financial statements