Bond Carrefour 1.25% ( XS1179916017 ) in EUR

Carrefour

98.58 % ▲

France

XS1179916017 ( in EUR )

1.25% per year ( payment 1 time a year)

02/06/2025

Prospectus brochure of the bond Carrefour XS1179916017 en EUR 1.25%, maturity 02/06/2025

03/06/2025 ( In 214 days )

The Bond issued by Carrefour ( France ) , in EUR, with the ISIN code XS1179916017, pays a coupon of 1.25% per year.
The coupons are paid 1 time per year and the Bond maturity is 02/06/2025

BASE PROSPECTUS
Dated 22 May 2014

12,000,000,000
Euro Medium Term Note Programme
Under the Euro Medium Term Note Programme (the "Programme") described in this base prospectus (the "Base Prospectus"), Carrefour
("Carrefour" or the "Issuer"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Euro Medium
Term Notes (the "Notes"). The aggregate nominal amount of Notes outstanding will not at any time exceed 12,000,000,000 (or the equivalent in
other currencies).
This Base Prospectus supersedes and replaces the base prospectus dated 31 May 2013 prepared in relation to the Programme.
This Base Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent
authority under the Luxembourg Act dated 10 July 2005 relating to prospectuses for securities, as amended (the "Luxembourg Prospectus Act"),
as a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (as amended by Directive 2010/73/EU (the "2010 PD Amending
Directive"), to the extent that such amendments have been implemented in the relevant Member State of the European Economic Area) (the
"Prospectus Directive").
BY APPROVING THIS BASE PROSPECTUS, THE CSSF GIVES NO UNDERTAKING AS TO THE ECONOMIC AND FINANCIAL
SOUNDNESS OF THE TRANSACTION AND THE QUALITY OR SOLVENCY OF THE ISSUER IN LINE WITH THE PROVISIONS OF
ARTICLE 7 (7) OF THE LUXEMBOURG LAW ON PROSPECTUSES FOR SECURITIES.
Application has been made to the Luxembourg Stock Exchange for the Notes issued under the Programme to be admitted to trading on the
Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the Luxembourg Stock Exchange (the "Official List"). The
Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of
the Council on markets in financial instruments. However, unlisted Notes may be issued pursuant to the Programme. The relevant Final Terms in
respect of the issue of any Notes will specify whether or not such Notes will be listed on the Luxembourg Stock Exchange and admitted to trading on
the Luxembourg Stock Exchange's regulated market (or any other stock exchange).
The Notes will be issued in series (each a "Series") having one or more issue dates and on terms otherwise identical (or identical other than in
respect of the first payment of interest), the Notes of each Series being intended to be interchangeable with all other Notes of that Series. Notes of
each Tranche (as defined in the "Terms and Conditions of the Notes") of each Series of Notes in bearer form will initially be represented by a
temporary global note in bearer form (each a "Temporary Global Note") without coupons. The Temporary Global Notes will each be either
exchangeable for interests in a permanent global note in bearer form (each a "Permanent Global Note" and together with the Temporary Global
Notes, the "Global Notes") or for definitive Notes as specified in the relevant Final Terms (as defined in the "Terms and Conditions of the Notes").
Notes in registered form will be represented by registered certificates (each a "Certificate"), one Certificate being issued in respect of each
Noteholder's entire holding of Registered Notes of one Series. If the Global Notes are stated in the relevant Final Terms to be issued in new global
note ("NGN") form ("New Global Notes" or "NGNs") they may be intended to be eligible collateral for Eurosystem monetary policy and the
Global Notes will be deposited, on or prior to the original issue date of the Tranche, with a common safekeeper (the "Common Safekeeper") for
Euroclear Bank S.A./N.V., ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg"). Global Notes and
Certificates which are not issued in NGN form ("Classic Global Notes" or "CGNs") may (a) in the case of a Tranche intended to be cleared
through Euroclear and/or Clearstream, Luxembourg, be deposited on the issue date with a common depositary on behalf of Euroclear and
Clearstream, Luxembourg (the "Common Depositary") and (b) in the case of a Tranche of Notes intended to be cleared through Euroclear France,
be deposited on the issue date with Euroclear France acting as central depositary and (c) in the case of a Tranche intended to be cleared through a
clearing system other than or in addition to Euroclear, Clearstream, Luxembourg and Euroclear France or delivered outside a clearing system, be
deposited as agreed between the Issuer and the relevant Dealer (as defined below).
The price and the amount of the relevant Notes to be issued under the Programme will be determined by the Issuer and the Relevant Dealer based
on the prevailing market conditions at the time of the issue of such Notes and will be set out in the relevant Final Terms. Notes may be issued at
their nominal amount or at a discount or premium to their nominal amount.
In the case of any Notes which are to be admitted to trading on a regulated market within the European Economic Area or offered to the public in
circumstances which require the publication of a prospectus under the Prospectus Directive, the minimum denomination shall be 1,000 (or its
equivalent in any other currency as at the date of issue of the Notes).
The Programme has been rated "BBB+" for long-term debt by Standard & Poor's Credit Market Services France SAS ("S&P"). On its website,
S&P summarises the general meaning of its credit rating opinions as follows: "Obligations rated "BBB" by S&P are considered more subject to
adverse economic conditions than obligations in higher-rated categories. However, the obligor's capacity to meet its financial commitments on the
obligations is still adequate. The modifier "+" indicates that the obligation has a relatively positive standing within its generic rating category."
Notes issued under the Programme may, or may not, be rated. The rating (if any) may be specified in the relevant Final Terms. The relevant Final
Terms will specify whether or not such credit ratings are issued by a credit rating agency established in the European Union and registered under
Regulation (EC) No 1060/2009 (as amended) on credit rating agencies ("CRA Regulation"). If such credit rating agency is registered under the
CRA Regulation, the Final Terms shall specify that such credit rating agency is included in the list of credit rating agencies published by the
European Securities and Market Authority on its website in accordance with the CRA Regulation. A rating is not a recommendation to buy, sell or
hold securities and may be subject to suspension, change, or withdrawal at any time by the assigning rating agency.

Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Base Prospectus. This Base
Prospectus does not describe all of the risks of an investment in the Notes.

Arranger for the Programme
BNP PARIBAS

Dealers
BARCLAYS
BNP PARIBAS
CITIGROUP
CRÉDIT AGRICOLE CIB
DEUTSCHE BANK
HSBC
J.P. MORGAN
MORGAN
NATIXIS
SOCIÉTÉ GÉNÉRALE
STANLEY
CORPORATE &
INVESTMENT BANKING

RESPONSIBILITY STATEMENT
This Base Prospectus has been prepared for the purpose of giving information with regard to the Issuer and to
the Issuer and its consolidated subsidiaries (including those consolidated by the equity method) taken as a
whole (the "Group") and the Notes. The Issuer (whose registered office appears on the back cover of this
document), having taken all reasonable care to ensure that such is the case, confirms that the information
contained in this Base Prospectus is, to the best of its knowledge, in accordance with the facts and contains no
omission likely to affect its import. The Issuer accepts responsibility for the information contained in this
Base Prospectus and the Final Terms for each Tranche of Notes issued under the Programme accordingly.

3

This Base Prospectus comprises a prospectus for the purposes of Article 5.4 of the Prospectus Directive and
for the purpose of giving information with regard to the Group and the Notes which, according to the
particular nature of the Issuer and the Notes, is necessary to enable investors to make an informed
assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer.
No person has been authorised to give any information or to make any representation other than those
contained in this Base Prospectus in connection with the issue or sale of the Notes and, if given or made, such
information or representation must not be relied upon as having been authorised by the Issuer or any of the
Dealers or the Arranger. Neither the delivery of this Base Prospectus nor any sale made in connection
herewith shall, under any circumstances, create any implication that there has been no change in the affairs
of the Issuer since the date hereof or the date upon which this Base Prospectus has been most recently
supplemented or that there has been no adverse change in the financial position of the Issuer or the Group
since the date hereof or the date upon which this Base Prospectus has been most recently amended or
supplemented or that any other information supplied in connection with the Programme is correct as of any
time subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same.
In this Base Prospectus "Arranger" means BNP Paribas, "Permanent Dealer" means those entities listed as
Dealers on the back page of this Base Prospectus and "Dealer" means any Permanent Dealer or any further
dealer appointed in connection with the Programme or with any specific issue of Notes.
The distribution of this Base Prospectus and the offering or sale of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Base Prospectus comes are required by the Issuer, the
Dealers and the Arranger to inform themselves about and to observe any such restriction. The Notes have not
been and will not be registered under the United States Securities Act of 1933 as amended (the "Securities
Act") or with any securities regulatory authority of any state or other jurisdiction of the United States, and
the Notes may include Notes in bearer form that are subject to U.S. tax law requirements. Subject to certain
exceptions, Notes may not be offered, sold or delivered within the United States or to U.S. persons as defined
in the U.S. External Revenue Code of 1986, as amended, and regulations thereunder. For a description of
certain restrictions on offers and sales of Notes and on distribution of this Base Prospectus, see "Subscription
and Sale".
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the
Dealers to subscribe for, or purchase, any Notes.
To the fullest extent permitted by law, none of the Dealers or the Arranger accept any responsibility for the
contents of this Base Prospectus or for any other statement, made or purported to be made by the Arranger or
a Dealer or on its behalf in connection with the Issuer or the issue and offering of any Notes. The Arranger
and each Dealer accordingly disclaims all and any liability whether arising in tort or contract or otherwise
(save as referred to above) which it might otherwise have in respect of this Base Prospectus or any such
statement. Neither this Base Prospectus nor any other financial statements are intended to provide the basis
of any credit or other evaluation and should not be considered as a recommendation by any of the Issuer, the
Arranger or the Dealers that any recipient of this Base Prospectus or any other financial statements should
purchase the Notes. Each potential purchaser of Notes should determine for itself the relevance of the
information contained in this Base Prospectus and its purchase of Notes should be based upon such
investigation as it deems necessary. None of the Dealers or the Arranger undertakes to review the financial
condition or affairs of the Issuer during the life of the arrangements contemplated by this Base Prospectus or
to advise any investor or potential investor in the Notes of any information coming to the attention of any of
the Dealers or the Arranger.
In connection with the issue of any Tranche, the Dealer or Dealers (if any) named as the stabilising
manager(s) (the "Stabilising Manager(s)") (or any person acting for the Stabilising Manager(s)) in the
applicable Final Terms may over-allot Notes or effect transactions with a view to supporting the market
price of the relevant Notes at a level higher than that which might otherwise prevail. However, there is no
assurance that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will
undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate
public disclosure of the final terms of the offer of the relevant Tranche of Notes is made and, if begun, may
be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant
Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any
stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager(s) (or
person(s) acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules.

4

In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to "",
"Euro" or "euro" are to the single currency of the participating member states of the European Union which
was introduced on 1 January 1999, references to "£", "pounds sterling" and "Sterling" are to the lawful
currency of the United Kingdom references to"¥", "Yen", "yen" and "Japanese Yen" are to the lawful
currency of Japan, references to the "U.S." and the "United States" are to the United States of America and
references to "U.S.$" and "U.S. Dollars" are to the lawful currency of the United States of America.
Unless otherwise specified or the context so requires, references in this Base Prospectus to "m" are to units
of millions, and "bn" are to units of billions.

5

TABLE OF CONTENTS
RESPONSIBILITY STATEMENT .................................................................................................................... 3
SUMMARY ....................................................................................................................................................... 7
RISK FACTORS ...............................................................................................................................................19
RETAIL CASCADES .......................................................................................................................................24
DOCUMENTS INCORPORATED BY REFERENCE .....................................................................................26
SUPPLEMENT TO THE BASE PROSPECTUS ..............................................................................................30
GENERAL DESCRIPTION OF THE PROGRAMME ....................................................................................31
TERMS AND CONDITIONS OF THE NOTES ..............................................................................................32
OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ......................54
USE OF PROCEEDS ........................................................................................................................................60
DESCRIPTION OF THE ISSUER ...................................................................................................................61
SELECTED FINANCIAL INFORMATION OF THE ISSUER .......................................................................62
RECENT DEVELOPMENTS ...........................................................................................................................64
PRO FORMA FINAL TERMS FOR USE IN CONNECTION WITH ISSUES OF SECURITIES WITH A
DENOMINATION OF LESS THAN 100,000 TO BE ADMITTED TO TRADING ON AN EU
REGULATED MARKET AND/OR OFFERED TO THE PUBLIC ON A NON-EXEMPT BASIS IN
THE EUROPEAN ECONOMIC AREA ...................................................................................................71
PRO FORMA FINAL TERMS FOR USE IN CONNECTION WITH ISSUES OF SECURITIES WITH A
DENOMINATION OF AT LEAST 100,000/ TO BE ADMITTED TO TRADING ON AN EU
REGULATED MARKET .........................................................................................................................83
TAXATION .......................................................................................................................................................93
SUBSCRIPTION AND SALE ..........................................................................................................................96
GENERAL INFORMATION ............................................................................................................................99

6

SUMMARY
Summaries are made up of disclosure requirements known as `Elements'. These elements are numbered in
Sections A E (A.1 E.7).
This summary contains all the Elements required to be included in a summary for this type of securities and
Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering
sequence of the Elements.
Even though an Element may be required to be inserted in the summary because of the type of securities and
Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short
description of the Element is included in the summary with the mention of `Not Applicable'.

Section A - Introduction and warnings
A.1
Introduction
This summary must be read as an introduction to this Base Prospectus. Any decision
and warning
to invest in the Notes should be based on a consideration by any investor of the Base
Prospectus as a whole. Where a claim relating to information contained in this Base
Prospectus is brought before a court, the plaintiff investor may, under the national
legislation of the Member State of the European Economic Area where the claim is
brought, have to bear the costs of translating this Base Prospectus before the legal
proceedings are initiated. Civil liability attaches only to those persons who have
tabled the summary, including any translation thereof, but only if the summary is
misleading, inaccurate or inconsistent when read together with the other parts of this
Base Prospectus or it does not provide, when read together with the other parts of this
Base Prospectus, key information in order to aid investors when considering whether
to invest in the Notes.

A.2
Consent for use
[In the context of the offer of the Notes from time to time in Luxembourg (the
of the Base
``Public Offer Jurisdiction'') which is not made within an exemption from the
Prospectus in
requirement to publish a prospectus under the Prospectus Directive, as amended (the
subsequent re-
"Public Offer"), the Issuer consents to the use of this Base Prospectus as so
sale or final
supplemented in connection with a Public Offer of any Notes during the period from
placement,
[ ] until [ ] (the "Offer Period") and in the Public Offer Jurisdiction by [any
indication of
financial intermediary] (the "Authorised Offeror[s]"). [The Authorised Offeror[s]
offer period and
must satisfy the following conditions: [ ]]
conditions to
None of the Dealers or the Issuer shall have any obligation to ensure that an
consent for
Authorised Offeror complies with applicable laws and regulations and shall therefore
subsequent re-
have no liability in this respect.
sale or final
placement and
An investor intending to acquire or acquiring any Notes from an Authorised
warning
Offeror will do so, and offers and sales of the Notes to an investor by an
Authorised Offeror will be made, in accordance with any terms and other
arrangements in place between such Authorised Offeror and such investor
including as to price allocations and settlement arrangements (the "Terms and
Conditions of the Non-exempt Offer"). The Issuer will not be a party to any such
arrangements with investors (other than Dealers) in connection with the offer or
sale of the Notes and, accordingly, the Base Prospectus and any Final Terms will
not contain such information. The Terms and Conditions of the Public Offer
shall be provided to investors by that Authorised Offeror at the time of the

7

Public Offer. Neither the Issuer nor any of the Dealers or other Authorised
Offerors has any responsibility or liability for such information.]
[or]
[Not Applicable. The Issuer does not consent to the use of the Base Prospectus in
subsequent resale or final placement]

Section B Issuer
B.1
The legal and
Carrefour S.A. ("Carrefour")
commercial

name of the
Issuer
B.2
The domicile and Carrefour was incorporated in France on 11 July 1959 as a société anonyme governed
legal form of the
by French law, with its registered office at 33, avenue Emile Zola 92100 Boulogne-
Issuer, the
Billancourt, France.
legislation under

which the Issuer
Carrefour is governed by the provisions of the French Code de Commerce.
operates and its
country of
incorporation
B.4b
A description of
Not Applicable. There are no known trends affecting the Issuer.
any known
trends affecting
the Issuer and
the industries in
which it operates
B.5
Description of
Carrefour is the parent company within the Carrefour Group.
the Issuer's
The Carrefour Group is a multilocal retailer, the second worldwide and the largest in
Group and the
Europe, with more than 364.700 employees globally and more than 10,100 stores under
Issuer's position
banner at 31 March 2014 in 34 countries.
within the Group
The Carrefour Group combines different store formats, hypermarkets, supermarkets,
convenience stores and cash & carry outlets, constantly adapting to its customers'
consumption patterns. With more than 3 billion cash transactions per year, the Group,
through its activities, has an economic, social and environmental responsibility and is
committed to the quality of its products and the safety of its customers.
Carrefour is headquartered in France. The Carrefour Group operates in Europe, Latin
America and Asia, with 53% of its sales generated outside France.
B.9
Profit forecast or
Not Applicable. The Issuer does not provide profit forecasts or estimates in this Base
estimate
Prospectus or any documents incorporated by reference to this Base Prospectus.
B.10
Qualifications in
Not Applicable. There are no qualifications in the audit report on historical financial
the auditors'
information for Carrefour.
report
B.12
Selected
The following table shows Carrefour's key figures extracted from the income statement
historical key
and balance sheet (consolidated figures) as at, or for the years ended, 31 December
financial
2013 and 2012. This information has been extracted from Carrefour's Document de
information
Référence for 2013.

(in millions of euros)
For the year ended
For the year ended
31 December 2012
31 December 2013

8

Consolidated Income Statements

Net sales, net of loyalty program
75,021
74,299
costs
Total revenue
77,330
76,675
Gross margin from current
16,671
16,847
operations
Recurring operating income
2,124
2,238
Operating income
1,465
2,382
Income before taxes
581
1,660
Total net income
1,342
1,364
Basic earnings per share (euro)

Basic earnings from continuing
0.22
1.37
operations per share
Basic earnings from discontinued
1.62
0.45
operations per share
Basic earnings per share Group
1.84
1.82
share
Consolidated Statement of
As at 31 December
As at 31 December
Financial Position
2012
2013
Non-current assets
26,219
25,419
Current assets
19,787
18,145
Total assets
46,006
43,564
Shareholders' equity
8,047
8,597
Non-current liabilities
16,003
13,454
Current liabilities
21,955
21,513
Total shareholders' equity and
46,006
43,564
liabilities
Consolidated Statement of Cash-
For the year ended
As at 31 December
Flows
31 December 2012
2013
Net cash from operating activities
2,459
1,675
Net cash from investment activities
337
(855)
Net cash from financing activities
60
(2,489)
Net change in cash and cash
2,724
(1,816)
equivalents
Cash and cash equivalents at
3,849
6,573
beginning of year
Cash and cash equivalents at end of
6,573
4,757
year
Consolidated Statement of

changes in Shareholders' Equity
Shareholders' equity
8,047
8,597
Except as described in Element B.13 below, there has been no significant change in the
financial or trading position of the Carrefour Group since 31 December 2013.
Except as described in Element B.13 below, there has been no material adverse change

9

in the prospects of Carrefour since 31 December 2013.
B.13
Recent material
On 10 April 2014, the Issuer published a press release relating to its first quarter sales
events particular
which set out the following:
to the Issuer's
·
Q1 2014 consolidated sales including VAT: In the first quarter of 2014,
solvency
Carrefour's sales faced a significant -7.4% impact from the combination of a
currency effect (-5.3%), the lag in the Easter holidays (-1.3%) which will take
place in April this year and took place in March last year, and a drop in petrol
prices (-0.7%). Excluding this triple impact, Carrefour's organic sales rose by
+3.7% to 19.8bn.
·
Europe sales including VAT: The calendar effect in Europe is estimated at
-1.0% in the quarter, of which -1.2% in France and -0.7% elsewhere in
Europe. The drop in petrol prices had an impact of -0.8%. Excluding these
effects, organic sales in Europe were up by +0.4% (+0.5% like-for-like,
"LFL").
·
France: organic sales were up by +1.4%. Sales grew again in all formats.
Petrol sales had an impact of -1.1% on sales, essentially due to lower oil
prices. Organic and LFL sales at hypermarkets rose by +0.7%. Food sales
grew again this quarter. Organic sales at supermarkets increased by +1.1%
(+1.8% LFL). Convenience and other formats posted organic growth of
+5.7%.
·
Other European countries: Organic sales were resilient, dropping by -1.2%.
In Spain, they rose for the second consecutive quarter, with growth of +1.1%
(+0.6% LFL). Sales also grew in Belgium by +0.8% (+1.5% LFL). The
economic environment was challenging in Italy, where organic sales were
down by -5.6% (-5.9% LFL).
·
Emerging markets: Organic sales were up by +10.5% (+7.2% LFL). These
figures exclude the calendar effect, estimated at -2.0% in the quarter (-2.6% in
Latin America and -1.0% in Asia), the currency effect of -17.8%, and the
positive petrol impact of 0.2%.
·
Latin America: Organic sales in Latin America were up by +15.2%.
Currencies had a negative impact of -26.2% in the quarter due to the
depreciation of the Brazilian real and the Argentine peso. In Brazil, growth
continued in all formats. Organic sales grew by +8.3% (+6.4% LFL),
accelerating over the fourth quarter of 2013, despite a significant slowdown in
commodity inflation year-on-year. Argentina's organic sales grew by +39.1%,
of which +36.5% LFL.
·
Asia: Organic sales in Asia were up by +2.1%. In China, they were up by
+2.0% (-3.1% LFL) while in Taiwan they rose by +1.6% (-0.8% LFL).
B.14
Extent to which
See B.5. Carrefour is a holding company and as a result its financial and trading
the Issuer is
position depends on the financial and trading position of its principal subsidiaries.
dependent upon
other entities
within the Group
B.15
Principal
Together with its subsidiaries and affiliates, Carrefour is one of the largest international
activities of the
retail chains in the world. It is the largest retailer in Europe and the second-largest in
Issuer
the world.
With operations in 34 countries, Carrefour is active in all types of retail distribution,
primarily food retailing including hypermarkets, supermarkets, convenience stores,
cash-and-carry and food service outlets and franchise stores. At 31 March 2014, the
Carrefour Group consisted of more than 10,100 stores in total.
Carrefour's main areas of focus are Europe, Latin America, and Asia, although the
Carrefour Group is also active in North Africa, the Middle East and in the Caribbean.
Carrefour's products are wide-ranging, including both food and other goods. In all
formats of its stores, Carrefour offers fresh food. In addition, stores carry products

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