[PDF] 2013 Registration Document - Danone PDF 2014%2003%2025%20-%202013%20REGISTRATION%20DOCUMENT.pdf

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[PDF] 2013 Registration Document - Danone

DANONE 13

Registration Document

Annual Financial Report

1 2 3 45
6 7 8

SELECTED FINANCIAL INFORMATION, INFORMATION ABOUT THE ISSUER AND INFORMATION ON THE REGISTRATION DOCUMENT 4

1.1 Selected fi nancial information 6

1.2 Information about the issuer 6

1.3 Information about the Registration Document 8

OVERVIEW OF ACTIVITIES, RISK FACTORS 10

2.1 History 12

2.2 Presentation of the Group 13

2.3 Strategic growth areas 14

2.4 Description and strategy of the Divisions 16

2.5 Other elements related to the Group"s activity

and organization 18

2.6 Simplifi ed organizational chart of the Group as

of December 31, 2013 23

2.7 Risk factors 25

DANONE"S BUSINESS HIGHLIGHTS IN 2013 AND OUTLOOK FOR 2014 38

3.1 Business highlights in 2013 40

3.2 Consolidated net income review 43

3.3 Free cash-fl ow 51

3.4 Balance sheet and fi nancial security review 55

3.5 Outlook for 2014 61

3.6 Financial indicators not defi ned by IFRS 64

3.7 Documents available to the public 65

FINANCIAL STATEMENTS 66

4.1 Consolidated fi nancial statements and Notes

to the consolidated fi nancial statements 68

4.2 Financial statements of the parent company Danone 139

4.3 Fees paid by the Group to the Statutory auditors

and members of their network 159

4.4 Information originating from third parties, expert opinions

and declarations of interest 159 SOCIAL, SOCIETAL AND ENVIRONMENTAL RESPONSIBILITY 160

5.1 Danone social, societal and environmental approach 162

5.2 Information concerning the Group"s social, societal

and environmental performance in compliance with the Grenelle II law 165

5.3 Funds sponsored by Danone 190

CORPORATE GOVERNANCE 196

6.1 Governance bodies 198

6.2 Positions and responsibilities of the Directors and

nominees to the Board of Directors 222

6.3 Compensation and benefi ts for executives

and governance bodies 239

6.4 Internal control and risk management 267

6.5 Statutory auditors" special report on related party

agreements and commitments 275

SHARE CAPITAL AND SHARE OWNERSHIP 284

7.1 Company"s share capital 286

7.2 Treasury shares and DANONE call options held

by the Company and its subsidiaries 287

7.3 Authorization to issue securities that give access

to the share capital 291

7.4 Financial instruments not representing capital 294

7.5 Dividends paid by the Company 295

7.6 Voting rights, crossing of thresholds 296

7.7 Share ownership structure as of December 31, 2013

and signifi cant changes over the last three fi scal years 298

7.8 Market for the Company"s shares 301

7.9 Factors that might have an impact in the event

of a tender offer 302

7.10 Change of control 303

COMBINED SHAREHOLDERS" MEETING OF APRIL 29, 2014 304

8.1 Shareholders" Meetings 306

8.2 Draft resolutions presented at the Shareholders" Meeting 306

8.3 Comments on the resolutions of the Shareholders" Meeting 314

8.4 Special report of the Statutory auditors presented

at the Shareholders" Meeting 335

APPENDIX 336 Cross-reference tables 338

List of subsidiaries 344

This label recognizes the most transparent Registration Documents according to the criteria of the Annual Transparency Ranking.

The French language version of this Registration Document (Document de Référence) was ? led with the French ? nancial

markets authority (Autorité des M archés F inanciers, or AMF) on March 21 , 2014, pursuant to Article 212-13 of its general regula-

tions. This Registration Document may be used in support of a ? nancial transaction if supplemented by a Securities prospectus

(Note d"opération) authorized by the AMF. This Registration Document was prepared by the issuer and its signatories are liable

for its contents.

REGISTRATION DOCUMENT

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 M archés F inanciers: www.amf-france.org.

Annual Financial Report

This Registration Document includes all the items of the Annual Financial Report. BRINGING HEALTH THROUGH FOODTO AS MANY PEOPLE AS POSSIBLE 2013

DANONE 2013 Registration Document 1

KEY FIGURES

FULL-YEAR GROUP SALES

(in billions)

2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 201314.5

13.613.113.713.0

12.112.815.2 15.017.019.320.921.3

DIVIDEND

(in per share)

2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 20130.52

0.580.610.680.851.001.101.20 1.201.301.391.451.45

Trading operating income

in 2013

2,809 MLN

Sales in 2013

21,298 MLN

2013
like-for-like sales growth +4.8% DESPITE STRONG HEADWINDS THAT TOOK A TOLL ON OUR BUSINESS, 2013 WAS A YEAR OF SOLID GROWTH AND DECISIVE PROGRESS IN BUILDING DANONE"S FUTURE. ORGANIC GROWTH OF NEARLY 5% HAS BEEN DRIVEN BY THE SUCCESS OF MANY STRATEGIC PROJECTS. WE ALSO ACHIEVED MAJOR PROGRESS ON INITIATIVES THAT WILL MAKE OUR GROUP STRONGER

STARTING IN 2014.

WE ARE HOLDING OUR COURSE, FOCUSED ON BUILDING A SOLID GROUP AND RETURNING TO SUSTAINABLE, PROFITABLE GROWTH IN THE COURSE OF 2014.

2013 Registration Document DANONE

KEY FIGURES

KEY FINANCIAL FIGURES

2011 2012

2013
Sales (a)

19,318 20,869 21,298

Like- for- like growth

(b) + 7.8% + 5.4% + 4.8%

Trading operating income

(a) (b)

2,843 2,958 2,809

Trading operating margin

(b)

14.72% 14.18% 13.19%

Like- for- like growth

(b) + 20 bps - 50 bps - 81 bps

Net income

(a)

1,855 1,787 1,550

Earnings per share - Group s hare

(c)

2.77 2.78 2.42

Underlying fully diluted EPS

(b) (c)

2.89 3.01 2.78

Free cash-fl ow excluding exceptional items

(a) (b)

1,874 2,088 1,549

(a ) In per share.

(b) Financial indicator not defined by IFRS, see definition in section 3.6 Financial indicators not defined by IFRS.

THE GROUP"S STRATEGY IS CONSISTENT WITH ITS MISSION OF "BRINGING HEALTH THROUGH FOOD TO AS MANY PEOPLE AS POSSIBLE"

2001
2013

GROUP"S SALES BREAKDOWN

37%
s ales realized outside Europe 61%
s ales realized outside Europe

104,642 employees in

57 countries

Reduction of carbon intensity

(a) by 37.4% from 2008 to 2013

Ranked n° 1 in the ATNI index

(Access To Nutrition Index)

Ranked in leading social

responsibility indexes:

Dow Jones Sustainability Index,

Vigeo, Ethibel Sustainability

Index.

(a) Based on constant scope of consolidation, excluding Unimilk group"s companies, and on emissions under Danone"s direct responsibility (packaging, industrial activities, logistics and end of life).

DANONE 2013 Registration Document 3

SELECTED FINANCIAL INFORMATION, INFORMATION ABOUT THE ISSUER AND INFORMATION ON THE REGISTRATION DOCUMENT

2013 Registration Document DANONE

1.1 SELECTED FINANCIAL INFORMATION 6

1.2 INFORMATION ABOUT THE ISSUER 6

Legal name and trade name 6

Registration number in the Register of commerce and companies 6

Date of incorporation and term of the Company 6

Registered offi ce 6

Legal form and applicable law 6

Corporate purpose 7

Statutory auditors 7

1.3 INFORMATION ABOUT THE REGISTRATION DOCUMENT 8

References and defi nitions 8

Incorporation by reference 9

Persons responsible for the Registration Document 9

DANONE 2013 Registration Document 5

SELECTED FINANCIAL INFORMATION, INFORMATION ABOUT THE ISSUER AND INFORMATION ON THE REGISTRATION DOCUMENT

Selected fi nancial information

1.1 SELECTED FINANCIAL INFORMATION

Registration number in the Register of commerce and companies The nancial information presented in section Key figures is extracted from s ection 3 Danone"s business highlights in 2013 and outlook for 2014 and from the Danone group"s consolidated fi nancial statements for 2013 fi scal year

prepared in accordance with International Financial Reporting Standards (IFRS).Consolidated fi nancial statements and Notes to the consolidated fi nancial

statements for 2013 fiscal year are presented in s ection 4.1 Consolidated financial statements and Notes to the consolidated financial statements.

1.2 INFORMATION ABOUT THE ISSUER

Legal name and trade name

The Companys legal name is Danone (hereafter the Company), having been changed by the Shareholders Meeting of April23, 2009 from Groupe Danone.

The Company is registered in the Paris Register of commerce and companies under number552032534.

The Companys APE Industry c ode is 7010Z, which corresponds to the activity of registered of ces.

Date of incorporation and term of the Company

The Company was incorporated on February2, 1899. The Extraordinary Shareholders Meeting of April 25, 2013 extended the term of the Company to April 25, 2112.

Registered of ce

The Companys registered office is located at 17, boulevard Haussmann, in Paris (75009), France. The telephone number of the registered office is

+33 (0) 144352020.

Legal form and applicable law

The Company, a French corporation (société anonyme) with a Board of Directors, is subject to the provisions of Book II of the French c ommercial c ode.

62013 Registration Document DANONE

SELECTED FINANCIAL INFORMATION, INFORMATION ABOUT THE ISSUER AND INFORMATION ON THE REGISTRATION DOCUMENT

Information about the issuer

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[PDF] [PDF] 2013 Registration Document - Danone