HALF-YEAR FINANCIAL REPORT

Transcription

1 HALF-YEAR FINANCIAL REPORT June 30, 2018

2 Carrefour Half-year Financial Report June 30, 2018

3 Contents Management's discussion and analysis for the six-month period ended June 30, 2018 page 2 Condensed Consolidated Financial Statements for the six-month period ended June 30, 2018 page 17 Statutory Auditors review report on the half-yearly financial information page 57 Declaration by the persons responsible page 59 The English version of the Half-year Financial Report is a free translation from the original which was prepared in French. The original French version of the document prevails over this translation. Carrefour Half-year Financial Report June 30,

4 Management s discussion and analysis for the six-month period ended June 30, 2018 Management's discussion and analysis for the six-month period ended June 30, Consolidated sales and earnings performance page Main first-half earnings indicators 1.2. Analysis of the main income statement items 2. Group financial position page Shareholders' equity 2.2. Net debt 2.3. Cash flows for the period and cash and cash equivalents 2.4. Financing and liquidity resources 2.5. Restrictions on the use of capital resources 2.6. Expected sources of funding 3. Outlook for the second half of 2018 page Other information page Accounting principles 4.2. Significant events of the period 4.3. Impact of changes in accounting policies 4.4. Restatement of comparative information 4.5. Main related-party transactions 4.6. Subsequent events 4.7. Risk factors Carrefour Half-year Financial Report June 30,

5 Management s discussion and analysis for the six-month period ended June 30, 2018 The comparative consolidated income and cash flow statement information presented in this report has been restated to reflect the reclassification of the integrated convenience stores business in France in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations. These restatements are described in Note Main first-half earnings indicators (in millions) restated % change % change at constant exchange rates Net sales 37,071 38,236 (3.0)% 2.1% Gross margin from recurring operations 8,221 8,756 (6.1)% (0.6)% in % of net sales 22.2% 22.9% Sales, general and administrative expenses and amortisation (7,624) (8,062) (5.4)% (0.2)% Recurring operating income (14.0)% (5.4)% Recurring operating income before depreciation and amortisation (1) 1,373 1,489 (7.8)% (1.9)% Recurring operating income after net income from equity-accounted companies (16.5)% (8.4)% Non-recurring income and expenses, net (785) (148) na na Finance costs and other financial income and expenses, net (149) (247) (39.9)% (33.3)% Income tax expense (179) (115) 55.9% 74.6% Net income/(loss) from continuing operations - Group share (633) 128 (594.7)% (626.7)% Net income/(loss) from discontinued operations - Group share (229) (50) 356.4% 356.4% Net income/(loss) - Group share (861) 78 na na Free cash flow (including non-recurring items) (2) (2,219) (2,736) Net debt at June 30 6,255 7,720 The Group's net sales amounted to 37,071 million euros in first-half 2018, up 2.1% at constant exchange rates; Recurring operating income before depreciation and amortisation 1 came in at 1,373 million euros, down 1.9% at constant exchange rates; Recurring operating income totalled 597 million euros, down a modest 5.4% at constant exchange rates; Non-recurring operating income and expenses represented a net expense of 785 million euros and was mainly attributable to reorganisation costs resulting from decisions made on announcement of the 2022 transformation plan; Finance costs and other financial income and expenses, net amounted to 149 million euros, a 99 million-euro improvement compared with first-half 2017, thanks in particular to a decrease in the Group's net debt; Income tax expense totalled 179 million euros, representing a negative effective tax rate of 52.2% as a result of non-recurring items recorded in first-half 2018; The Group reported a net loss from continuing operations of 633 million euros in first-half 2018, compared with net income of 128 million euros in first-half 2017; The net loss from discontinued operations Group share, totalled 229 million euros, reflecting the decision taken within the scope of the 2022 transformation plan to shut down or close ex- Dia stores reclassified as discontinued operations under IFRS 5 Non-current Assets Held for sale and Discontinued Operations; Taking into account all of these items, the Group ended the period with a net loss Group share of 861 million euros, versus net income of 78 million euros in first-half 2017; Free cash flow 2 was a negative 2,219 million euros, versus a negative 2,736 million euros in first-half Recurring operating income before depreciation and amortisation excludes the depreciation and amortisation relating to logistics equipment included in the cost of sales. 2 Free cash flow corresponds to cash flows from/(used in) operating activities before net finance costs, and after the change in working capital requirement, less cash flows from/(used in) investing activities. Carrefour Half-year Financial Report June 30,

6 Management s discussion and analysis for the six-month period ended June 30, 2018 Second-half sales are traditionally higher than those for the first half, due to increased activity in December. Operating expenses on the other hand such as payroll costs, depreciation and amortisation are spread more or less evenly over the year. As a result, recurring operating income is generally lower in the first half than in the second. Cash flows generated by the Group are also strongly impacted by seasonal trends, with working capital requirement rising sharply in the first half as a result of the large volume of supplier payments due at the beginning of the year for the purchases made ahead of the previous year s peak selling period in December. 1.2 Analysis of the main income statement items Net sales by region The Group s operating segments consist of the countries in which it does business, combined by region, and Global functions, corresponding to the holding companies and other administrative, finance and marketing support entities. (in millions) restated % change % change at constant exchange rates France 17,150 17, % 0.8% Rest of Europe 10,093 10, % 1.0% Latin America 6,976 8,075 (13.6)% 8.6% Asia 2,851 3,135 (9.0)% (4.3)% Total 37,071 38,236 (3.0)% 2.1% Carrefour reported sales of 37,071 million euros in first-half 2018, representing growth of 2.1% at constant exchange rates. This performance chiefly reflects more sluggish markets in Europe in first-half 2018, slower growth in Brazil during the period, exacerbated by downward pressure on food prices until May, but more favourable business trends in the different countries in the second quarter. In France where the market remains highly competitive first-half sales were on a par with the prior-year period. Sales in the rest of Europe edged up 0.8%, reflecting contrasting performances in the North and South of the continent. In Southern Europe, the Group continued to contend with strong competition and weaker demand, especially in Italy. In Northern Europe, however, sales growth continued apace in Romania and Poland in the first half of the year, while Belgium was hit by operational disruptions. In Latin America, first-half 2018 sales climbed 8.6% at constant exchange rates. In Brazil, sales advanced 5.4% at constant exchange rates, mainly driven by the opening of ten new Atacadão stores during the period. While the downward pressure on food prices seen since third-quarter 2017 continued to affect food sales in the country, the basis of comparison improved over the second quarter, with the fall in food prices letting up in June. In Argentina, the recovery plan is being rolled out successfully. Despite persistently high inflation, sales jumped 24.1% at constant exchange rates during the period, reflecting strong momentum and higher volumes. In Asia, sales were down 4.3% at constant exchange rates in the first half, following an 11.5% decline in sales in China, impacted by stiff competition from e-commerce. Sales in Taiwan continued on an upward trend, up 3.7% at constant exchange rates. 2 Free cash flow corresponds to cash flows from/(used in) operating activities before net finance costs, and after the change in working capital requirement, less cash flows from/(used in) investing activities. Carrefour Half-year Financial Report June 30,

7 Management s discussion and analysis for the six-month period ended June 30, 2018 Net sales by region contribution to the consolidated total In % 2018 (1) 2017 restated France 43.9% 44.5% Rest of Europe 25.9% 26.2% Latin America 22.5% 21.1% Asia 7.7% 8.2% Total 100.0% 100.0% (1) at constant exchange rates At constant exchange rates, the contribution of emerging markets (Latin America and Asia) to consolidated net sales continued to rise, representing 30.2% in first-half 2018, versus 29.3% in first-half Recurring operating income by region (in millions) restated % change % change at constant exchange rates France (59.7)% (59.7)% Rest of Europe % 2.2% Latin America % 28.0% Asia % 177.3% Global functions (16) (33) (52.4)% (54.1)% Total (14.0)% (5.4)% Recurring operating income fell by 5.4% year on year at constant exchange rates to 597 million euros. In France, recurring operating income came to 110 million euros, down 163 million euros compared with first-half The decrease reflects (i) long-term sales trends and competitive pressure on margins, and (ii) the positive impacts of falling costs and the Group's organisational transformation. In Europe (excluding France), recurring operating income rose 2.2% at constant exchange rates to 152 million euros, with cost reduction measures more than offsetting market pressure and investment spending. In Latin America, recurring operating income came in at 319 million euros, up 28.0% at constant exchange rates. Good progress was made in terms of cost cutting a crisis prevention plan was signed in Argentina with the government and trade unions, and the rapid roll-out of a cost reduction plan in Brazil helped to offset the unfavourable impact of falling food prices. In Asia, recurring operating income came to 32 million euros in first-half 2018, representing a 20 million-euro improvement versus the same period of The increase reflects the success of action plans rolled out in China, in particular as regards cost savings and store closures. Depreciation and amortisation Depreciation and amortisation of tangible and intangible assets, and investment property amounted to 740 million euros in first-half At 2.0% of sales, the ratio was stable compared with firsthalf Carrefour Half-year Financial Report June 30,

8 Management s discussion and analysis for the six-month period ended June 30, 2018 Taking into account the depreciation and amortisation relating to logistics equipment included in the cost of sales, a total expense of 776 million euros was recognised in the consolidated income statement at June 30, 2018, compared with 795 million euros at June 30, Net income/(loss) of equity-accounted companies Net income/(loss) of equity-accounted companies represented a net loss of 6 million euros, versus net income of 13 million euros in first-half Non-recurring income and expenses, net Non-recurring income and expenses correspond to certain material items that are unusual in terms of their nature and frequency, such as impairment charges, restructuring costs and provision charges recorded to reflect revised estimates of risks provided for in prior periods, based on information that came to the Group's attention during the reporting year. Non-recurring items represented a net expense of 785 million euros in first-half The detailed breakdown is as follows: (in millions) restated Net gains on sales of assets Restructuring costs (693) (102) Other non-recurring income and expenses (64) (30) Non-recurring income and expenses net before asset impairments and writeoffs (741) (119) Asset impairments and write-offs (44) (30) Impairments and write-offs of goodwill 0 0 Impairments and write-offs of property and equipment and intangible assets (44) (30) Non-recurring income and expenses, net (785) (148) As in first half 2017, gains on disposals of assets in first-half 2018 primarily related to sales of various individually non-material assets. Restructuring costs recognised in first-half 2018 result from plans to streamline operating structures launched as part of the first pillar of the transformation plan. The expense included in non-recurring items relates chiefly to severance paid or payable within the scope of: - the voluntary redundancy plan implemented in France and affecting 2,400 jobs; - restructuring measures launched in Belgium and potentially affecting up to 950 employees; - the voluntary redundancy plan in progress in Argentina, involving around 750 jobs, along with the plan to close 11 stores. At June 30, 2018, a provision was accrued for the amount which the Group estimates it will have to pay in severance in respect of these restructuring plans (see Note 10.3 to the Condensed Consolidated Financial Statements). The expense recognised for first-half 2017 primarily included the costs relating to the overhaul of supply chains in France as well as the plan to integrate the hypermarkets acquired in Spain. Carrefour Half-year Financial Report June 30,

9 Management s discussion and analysis for the six-month period ended June 30, 2018 Operating income/(expense) The Group recorded an operating expense of 194 million euros in first-half 2018, down 753 million euros compared with first-half 2017 operating income of 559 million euros. Finance costs and other financial income and expenses, net Finance costs and other financial income and expenses represented a net expense of 149 million euros down slightly versus 2017 on the back of a reduction in net debt. (in millions) 2018 Finance costs, net fell by 70 million euros to 121 million euros. Other financial income and expenses represented a net expense of 28 million euros, compared with a net expense of 56 million euros in first-half Income tax expense Income taxes amounted to 179 million euros, compared with 115 million euros for first-half The effective tax rate was a negative 52.2%, strongly impacted by non-recurring expenses that had no tax effect at June 30, 2018 (no deferred tax assets were recognised on tax loss carryforwards). Net income attributable to non-controlling interests Net income attributable to non-controlling interests came to 112 million euros, versus 69 million euros in first-half Net income/(loss) from continuing operations Group share The Group reported a net loss from continuing operations of 633 million euros in first-half 2018, compared with net income of 128 million euros in first-half Net income/(loss) from discontinued operations Group share 2017 restated Finance costs, net (121) (191) Other financial income and expenses, net (28) (56) Finance costs and other financial income and expenses, net (149) (247) In first-half 2018, the Group recorded a net loss from discontinued operations of 229 million euros, compared with a net loss of 50 million euros in first-half The loss was attributable to the net income/(loss) of stores that were shut down, closed or held for sale (including store closure costs), which are presented within Net income/(loss) from discontinued operations following the decision to shut down or close ex-dia stores within the scope of the transformation plan. The decision resulted in the termination of the Group s integrated convenience store business in France. This business, representing a network of 352 stores at December 31, 2017, was classified within discontinued operations in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations. For comparison purposes, first-half 2017 net income/(loss) has also been reclassified to Net income/(loss) from discontinued operations, representing a net loss of 49 million euros. Carrefour Half-year Financial Report June 30,

10 Management s discussion and analysis for the six-month period ended June 30, Group financial position 2.1 Shareholders equity At June 30, 2018, shareholders' equity stood at 10,393 million euros, compared with 12,159 million euros at the previous year-end. The 1,766 million-euro decrease primarily reflected: the first-time application of IFRS 9 as of 1 January 2018, i.e., a negative impact of 259 million euros (cf. Note 4.3.a); the net loss for the period of 750 million euros; other comprehensive income for a negative 432 million euros; the 2017 dividend, representing a negative 375 million euros. 2.2 Net debt Net debt increased by 2,512 million euros over the period to 6,255 million euros at June 30, 2018, up from 3,743 million euros at December 31, Year-end net debt is systematically lower due to the high volume of business generated in the month of December. At June 30, 2017, net debt stood at 7,720 million euros. Net debt breaks down as follows: (in millions) Bonds and notes 7,403 6,596 Other borrowings Commercial paper Finance lease liabilities Total borrowings before derivative instruments recorded in liabilities 8,388 7,419 Derivative instruments recorded in liabilities Total borrowings (1) 8,450 7,497 Of which, Long-term borrowings 6,350 6,428 Of which, Short-term borrowings 2,100 1,069 Other current financial assets Cash and cash equivalents 1,993 3,593 Total current financial assets (2) 2,195 3,753 Net debt = (1) - (2) 6,255 3,743 Long and short-term borrowings (excluding derivatives) mature at different dates, through 2025 for the longest tranche of bond debt, leading to balanced repayment obligations in the coming years, as shown below: (in millions) Due within 1 year 2, Due in 1 to 2 years 1,236 1,333 Due in 2 to 5 years 3,280 3,056 Due beyond 5 years 1,834 2,039 Total borrowings (before derivative instruments recorded in liabilities) 8,388 7,419 At June 30, 2018, the Group had access to 3.9 billion euros in committed syndicated lines of credit with no drawing restrictions, underpinning its liquidity position. Carrefour Half-year Financial Report June 30,

11 Management s discussion and analysis for the six-month period ended June 30, Cash flows for the period and cash and cash equivalents Net debt rose by 2,528 million euros in first-half 2018, versus a 3,189 million euro increase in first-half The change is analysed in the simplified statement of cash flows presented below: (in millions) restated Cash flow from operations Change in trade working capital requirement (2,228) (2,260) Change in other receivables and payables (109) (372) Change in consumer credit granted by the financial services companies Investments (566) (984) Change in amounts due to suppliers of fixed assets (300) (249) Other Free cash flow (2,219) (2,736) Acquisitions of subsidiaries and investments in associates (161) (194) Purchases and disposals without change in control 0 (57) Cash dividends/reinvested dividends 48 8 Finance costs, net (121) (191) Exchange rates (87) 59 Other 12 (78) Decrease / (Increase) in net debt (2,528) (3,189) Free cash flow came to a negative 2,219 million euros in first-half 2018, versus a negative 2,736 million euros in first-half 2017, and mainly comprised: cash flow from operating activities of 890 million euros; the change in trade working capital, which amounted to a negative 2,228 million euros in first-half 2018 versus a negative 2,260 million euros in the prior-year period; operational investments representing an outflow of 566 million euros, compared with an outflow of 984 million euros in first-half The decrease reflects changes in the Group s investment strategy. Free cash flow also included 90 million euros in cash generated on the drawdown of a credit line by the banking subsidiary in Brazil, presented in the statement of financial position in consumer credit financing. 2.4 Financing and liquidity resources Corporate Treasury and Financing s liquidity management strategy consists of: promoting conservative financing strategies in order to ensure that the Group has a sufficiently strong credit rating and can raise funds on the bond and commercial paper markets; maintaining a presence in the debt market through regular debt issuance programmes, mainly in euros, in order to create a balanced maturity profile. The Group's issuance capacity under its Euro Medium Term Notes (EMTN) programme totals 12 billion euros; using the 5 billion-euro commercial paper programme on Euronext Paris, described in a prospectus filed with the Banque de France; maintaining undrawn medium-term bank facilities that can be drawn down at any time according to the Group s needs. At June 30, 2018, the Group had two undrawn syndicated lines of credit obtained from a pool of leading banks, for a total of 3.9 billion euros. Group policy consists of keeping these facilities on stand-by to support the commercial paper programme. The loan agreements for the syndicated lines of credit include the usual commitments clauses, including pari passu, negative pledge, change of control and crossdefault clauses and a clause restricting substantial sales of assets. The pricing grid may be adjusted up or down to reflect changes in the long-term credit rating. Carrefour Half-year Financial Report June 30,

12 Management s discussion and analysis for the six-month period ended June 30, 2018 The Group considers that its liquidity position is robust, as it has sufficient cash reserves to meet its debt repayment obligations in the coming year. The Group's debt profile is balanced, with no peak in refinancing needs across the remaining life of bond debt, which averages 3.65 years at June 30,2018. At June 30, 2018, Carrefour was rated BBB+/A-2 with a stable outlook by S&P. 2.5 Restrictions on the use of capital resources There are no material restrictions on the Group's ability to recover or use the assets and settle the liabilities of foreign operations, except for those resulting from local regulations in its host countries. The local supervisory authorities may require banking subsidiaries to comply with certain capital, liquidity and other ratios and to limit their exposure to other Group parties. 2.6 Expected sources of funding To meet its commitments, Carrefour can use its free cash flow and raise debt capital using its EMTN and commercial paper programmes, as well as its credit lines. Carrefour Half-year Financial Report June 30,

13 Management s discussion and analysis for the six-month period ended June 30, Outlook for the second half of 2018 Continued implementation of the plan at a sustained pace in the second half: new advances in the omnichannel offer: Clear acceleration of the deployment of click and collect and home delivery in all countries, particularly in France with the continued expansion of drives, the ramp-up of order preparation platforms and the deployment of the express delivery service to 6 new cities, to reach 15 in total at the end of the year. With the launch of the "One Carrefour" single e-commerce website in France, Italy and Belgium in the second half of the year, all countries will have rolled out the "One Carrefour" concept for their ecommerce sites and apps. acceleration of the in-store commercial proposition revamp: - The revitalization of hypermarkets in France continues: The reduction of sales area should accelerate, notably with the opening of 7 new outlets and the sale of a first block of sales area to adjacent shopping malls. The new organic concept should be deployed in more than 80% of the hypermarket network by year-end. - Expansion in growth formats will also continue with the opening of 10 new Atacadão stores in Brazil, and more than 200 convenience stores in all countries. - In Argentina, most of the optimization of the store network will be carried out in the second half, with the transfer of hypermarkets to the Maxi banner and also the finalization of the closure plan concerning 11 stores. - The rationalization of assortments, notably including the extension of the private label range, will accelerate in the second half of the year in all countries; continued momentum in cost reduction: The Group will continue the cost reduction momentum in the second half of the year, notably with the first gains related to the implementation of reorganization measures, including the voluntary departure plans in the French headquarters, or synergies from the purchasing partnerships signed in Italy with local players Vegé Group and Pam. The costs related to the organizational transformation measures that were recorded in the first half of 2018 should be disbursed mainly in the second half of 2018 and the balance in early 2019; new steps in the ambition to be the world leader in the food transition for all: The Group will implement as of the second half the commitment made last May in favor of more environmentally friendly packaging solutions through first measures, notably including stopping the sale of plastic straws. In addition, the consumer will be more involved in steps towards the food transition, notably though greater in-store visibility; first achievements in the plan to dispose of 500 million euros of non-strategic real estate assets by 2020 in the second half of the year after negotiations initiated in the first half. The Group aims to sign the sale of approximately 100 million euros of non-strategic real estate assets in 2018 with an effective disposal in 2019, taking into account procedural timing constraints. Targets confirmed Rapid progress on the Carrefour 2022 plan in the first half, as well as the continued transformation momentum in the second half reinforce management's confidence in the relevance of the "Carrefour 2022" transformation plan and the Group's ability to implement it. The Group confirms all the objectives set at the beginning of the year, in particular: 5 billion euros of food e-commerce sales in 2022; 5 billion euros in sales of organic products in 2022; A cost reduction plan of 2 billion euros on an annual basis by 2020; Disposal of non-strategic real estate assets for 500 million euros by 2020 and; Capex of 2 billion euros in Carrefour Half-year Financial Report June 30,

14 Management s discussion and analysis for the six-month period ended June 30, Other information 4.1 Accounting principles The accounting and calculation methods used to prepare the Condensed Consolidated Financial Statements for the six-month period ended June 30, 2018 are the same as those used for the 2017 Consolidated Financial Statements, except for specific requirements of IAS 34 and the following standards, amendments and interpretations which were applicable as of January 1, 2018: IFRS 9 Financial Instruments, along with amendments to IFRS 4 Applying IFRS 9, Financial Instruments with IFRS 4, Insurance Contracts: the impact of these texts on the Consolidated Financial Statements is described in Note 4.3.a; IFRS 15 Revenue from Contracts with Customers (including Clarifications to IFRS 15 published in April 2016): this standard had no material impact on the Consolidated Financial Statements (Note 4.3.b); Amendments to IFRS 2 Classification and Measurement of Share-based Payment Transactions: these amendments had no material impact on the Consolidated Financial Statements; Amendments to IAS 40 Transfers of Investment Property: these amendments had no material impact on the Consolidated Financial Statements; IFRIC 22 Foreign Currency Transactions and Advance Consideration: this interpretation had no material impact on the Consolidated Financial Statements; IFRS Annual Improvements Cycle: these amendments had no material impact on the Consolidated Financial Statements. Amendments to IFRS 9 Prepayment Features with Negative Compensation and to IAS 28 Long-term Interests in Associates and Joint Ventures (applicable as of January 1, 2019), were early adopted by the Group at the date of its first-time application of IFRS 9 (Note 4 to the Condensed Consolidated Financial Statements). With the exception of the two aforementioned amendments, the Group decided not to early adopt the following standards, amendments and interpretations that were not applicable as of January 1, 2018: Adopted for use in the European Union: IFRS 16 Leases (applicable in annual periods beginning on or after January 1, 2019). Not yet adopted for use in the European Union: Amendments to IFRS 10 and IAS 28 Sales or Contributions of Assets Between an Investor and its Associate/Joint Venture (application postponed indefinitely by the IASB); IFRIC 23 Uncertainty over Income Tax Treatments (applicable in annual periods beginning on or after January 1, 2019); IFRS Annual Improvements Cycle; Amendments to IAS 19 Plan Amendment, Curtailment or Settlement (applicable according to the IASB in annual periods beginning on or after January 1, 2019); Revised Conceptual Framework (applicable in annual periods beginning on or after January 1, 2020); IFRS 17 Insurance Contracts (applicable according to the IASB in accounting periods beginning on or after January 1, 2021). The Group is currently analysing the potential impacts of IFRIC 23 and IFRS 17. It does not expect the application of the other standards, amendments or interpretations to have a material impact on its Condensed Consolidated Financial Statements. Details of the new and amended standards and interpretations, including those not yet adopted for use in the European Union, are provided in the Condensed Consolidated Financial Statements (section 1.2, "IFRSs and interpretations applied by the Group" of the Condensed Consolidated Financial Statements). Carrefour Half-year Financial Report June 30,

15 Management s discussion and analysis for the six-month period ended June 30, Significant events of the period a. "Carrefour 2022" transformation plan On January 23, 2018, the Carrefour group unveiled its transformation plan based on four pillars: - deploy a streamlined and open organisation; - achieve productivity and competitiveness gains; - create a leading omni-channel universe; - overhaul the offering to promote food quality. In the first pillar, the Group's headquarters around the globe will be scaled back in order to improve teams' operational efficiency and responsiveness. Accordingly: - in the Ile-de-France region, the corporate headquarter in Boulogne Billancourt will be closed at the end of 2018 and the project to build a new 30,000 square-meter headquarter in Essonne has been abandoned; - a majority collective agreement was signed with Carrefour's trade unions on May 24, 2018 regarding the voluntary redundancy plan aimed at reducing staff numbers at the Group's headquarters in France by 2,400 out of a total workforce of 10,500. The Group began to implement the plan at the end of June 2018 following its approval by the labour administration and the completion of the consultation procedure involving employee representative bodies. The plan's implementation will be complete by the end of the year. A majority collective agreement was also signed with trade unions with regard to the employment protection plan for the ex-dia integrated stores without a buyer (see below); - in Belgium, the information and consultation procedure with labour organisations that began after the January 25, 2018 announcement of measures to reduce expenditure and operating costs and to increase operational efficiency, resulted in the signature of a term sheet in June The agreed-upon measures would impact 950 people (at the head office and in stores) and will be completed in the first half of 2019; - in Argentina, a voluntary redundancy plan affecting some 750 jobs (at the head office and in stores) is currently being implemented and will be completed by the end of At June 30, 2018, a provision had been accrued for the cost of these measures (Notes 7.3 and 10.3 of the Condensed Consolidated Financial Statements). The second pillar aims to regain room for manoeuvre to improve the Group's efficiency and competitiveness in the interest of its customers. This will involve a significant reduction in its cost base and a more effective, targeted investment policy focused on its growth drivers. As well as a 2 billion-euro cost reduction plan, the roll-out of this pillar will eliminate certain loss centres. Consequently, the Group decided that struggling stores would exit its scope of consolidation. These include the network of 273 ex-dia stores which have experienced great difficulties. A buyer was found for 29 ex-dia stores. Other ex-dia stores without a buyer were closed. The shut-down or closure of these stores resulted in the termination of the Group's integrated convenience stores business in France (involving a network of 352 stores at December 31, 2017). The business has therefore been classified in accordance with the provisions of IFRS 5 Non-current Assets Held for Sale and Discontinued Operations. The resulting impacts on the Consolidated Financial Statements are set out in Note 5 of the Condensed Consolidated Financial Statements. b. Strategic partnership in China On January 23, 2018, Carrefour announced that it had signed a preliminary agreement with Tencent and Yonghui regarding a potential investment in Carrefour China. Also on January 23, 2018, Carrefour and Tencent announced that they had signed a preliminary agreement regarding strategic business cooperation in China in order to bring together Carrefour's retail knowledge with Tencent's digital expertise and innovation capabilities. Discussions continue to be held in order to finalise these agreements. Carrefour Half-year Financial Report June 30,

16 Management s discussion and analysis for the six-month period ended June 30, 2018 c. Securing the Group's long-term financing On March 22, 2018 (settlement on March 27, 2018), the Group issued USD 500 million worth of six-year cash-settled convertible bonds (maturing in March 2024). The bonds were issued at 96.75% of their nominal value, and do not bear interest as they are zero-coupon bonds. The resulting initial conversion price is euros, including a conversion premium of 20% over the Carrefour reference share price. They may be converted into cash only and will not give rise to the issuance of new shares or carry rights to existing shares. In parallel with the bond issue, the Group purchased cash-settled call options on its own shares in order to hedge its economic exposure relating to cash payments due on bonds in the event that investors exercise their conversion rights. The above operations, for which a EUR/USD cross currency swap was arranged in euros, provide the Group with the equivalent of standard euro-denominated bond financing (see a description of the related accounting treatment in Note 12.2 of the Condensed Consolidated Financial Statements). On June 5, 2018 (settlement on June 12, 2018), the Group carried out a new 500 million-euro five-year bond issue (maturing in June 2023) with a coupon of 0.875%. The issues consolidated the Group's long-term financing, extended the average maturity of its bond debt (to 3.65 years at June 30, 2018) and further reduced its borrowing costs. On April 25, 2018, Brazilian subsidiary Atacadão also carried out a bond issue in two tranches for a total amount of BRL 1.5 billion (around 350 million euros), maturing in three and five years. In addition, Carrefour has revolving credit facilities totalling 3,900 million euros. A first 2,500 million-euro facility was signed on January 22, 2015 and falls due on January 22, A second line totalling 1,400 million euros signed on May 2, 2017 was extended in April 2018 and now matures on May 2, 2023 versus May 2, 2022 previously. d dividend reinvestment option At the Annual Shareholders' Meeting held on June 15, 2018, the shareholders decided to set the 2017 dividend at 0.46 euro per share with a dividend reinvestment option. The issue price of the shares to be issued in exchange for reinvested dividends was set at euros per share, representing 90% of the average of the opening prices quoted on Euronext Paris during the 20 trading days preceding the date of the Annual Shareholders' Meeting, less the net amount of the dividend of 0.46 euro per share and rounded up to the nearest euro cent. The option period was open from June 21, 2018 to July 4, 2018 and a liability of 352 million euros was recorded in the consolidated statement of financial position at June 30, 2018 (Note of Condensed Consolidated Financial Statements). 4.3 Impact of changes in accounting policies a. IFRS 9 Financial Instruments This new standard, which describes the principles to be applied for the classification and measurement of financial assets and liabilities, replaced IAS 39 Financial Instruments: Recognition and Measurement as from January 1, IFRS 9 notably introduces: a new approach to classifying financial instruments based on the business model and contractual terms of financial instruments (first topic); a new financial asset impairment (credit loss) model based on expected losses as opposed to the former model based on incurred losses (second topic); and new hedge accounting principles, excluding macro hedge accounting (third topic). A description of the main changes in accounting policies as a result of applying IFRS 9 and the impacts of these changes are summarised in note 4.1 of Condensed Consolidated Financial Statements. The overall impact of these changes as of the date of first-time application, amounting to a negative 259 million euros (net of tax), was included in equity at January 1, The comparative periods presented were not restated, as allowed by the option provided in the transitional provisions of IFRS 9. Carrefour Half-year Financial Report June 30,

17 Management s discussion and analysis for the six-month period ended June 30, 2018 b. IFRS 15 Revenue from Contracts with Customers IFRS 15, which replaces IAS 18 Revenues and IAS 11 Construction Contracts and the related interpretations, defines the revenue recognition model to be used in IFRS financial statements. IFRS 15 applies to all contracts with customers except for leases (rental revenue and sublease income), financial instruments (interest income) and insurance contracts, which are dealt with in other standards. IFRS 15 defines a single framework for recognising revenue. It introduces new concepts and principles with regard to revenue recognition, particularly in terms of identifying performance obligations and allocating the transaction price to performance obligations when there are several different performance obligations in a given contract. IFRS 15 also includes new disclosure requirements for the notes to financial statements. Since the bulk of the Group s net sales (revenue) is derived from sales to end customers in stores and service stations (sales with no other performance obligation for which revenue is recognised when the customer pays at the check-out), the impacts of applying IFRS 15 to recognise net sales and other revenue at January 1, 2018 is not material. 4.4 Restatement of comparative information The shut-down or closure of ex-dia stores as part of the transformation plan (Note 3.1 of the Condensed Consolidated Financial Statements) resulted in the termination of the Group's integrated convenience stores business in France. This business, representing a network of 352 stores at December 31, 2017, was classified within discontinued operations in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations. In accordance with IFRS 5, the following reclassifications were made in the Consolidated Financial Statements for the six-month period ended June 30, 2018: - the net earnings of the closed, sold or held-for-sale stores (including closure costs) are shown on the "Net income/(loss) from discontinued operations" line. To enable a meaningful comparison, the net earnings of these stores in first-half 2017 were also reclassified on this line; - in the statement of cash flows, all cash flows relating to these stores are shown on the "Impact of discontinued operations" line, with first-half 2017 cash flows reclassified accordingly. Key consolidated income statement figures for integrated convenience stores in France classified in accordance with IFRS 5 in first-half 2018 and first-half 2017 are as follows: (in millions) First-half 2018 (1) First-half 2017 Net sales Gross margin from recurring operations Sales, general and administrative expenses, depreciationand amortisation (109) (138) Recurring operating income (46) (74) Operating income (229) (75) Income before taxes (229) (75) Income tax expense - 26 Net income/(loss) for the period (229) (49) (1) The figures shown for first-half 2018 include the earnings of the stores up to the date of their sale or closure. 4.5 Main related-party transactions During the first half of 2018, there were no major changes in the main related-party transactions. Carrefour Half-year Financial Report June 30,

18 Management s discussion and analysis for the six-month period ended June 30, Subsequent events a dividend reinvestment option At the Annual Shareholders' Meeting held on June 15, 2018, the shareholders decided to set the 2017 dividend at 0.46 euro per share with a dividend reinvestment option. At the end of the option period on July 4, 2018, shareholders owning 56.93% of Carrefour's shares had elected to reinvest their 2017 dividend. July 13, 2018 was set as the date for: - settlement/delivery of the 14,575,028 new shares corresponding to reinvested dividends, representing a total capital increase including premiums of 200 million euros; - payment of the cash dividend to shareholders who chose not to reinvest their dividends, representing a total payout of 152 million euros. b. Acquisition of So.bio On July 18, 2018, Carrefour announced that it had acquired So.bio, a chain of retail stores specialised in organic products. This acquisition remains subject to approval by the relevant anti-trust authorities. So.bio currently has eight stores in south-west France and two new stores are set to open in the coming months. This acquisition is part of the "Carrefour 2022" transformation plan and of the Group's ambition to become the world leader in the food transition for all. 4.5 Risk factors The risk factors at June 30, 2018 are the same as those identified in Section of the 2017 Registration Document. Carrefour Half-year Financial Report June 30,

19 Condensed Consolidated Financial Statements for the six-month period ended June 30, 2018 Consolidated income statement page 18 Consolidated statement of comprehensive income page 19 Consolidated statement of financial position page 20 Consolidated statement of cash flows page 21 Consolidated statement of changes in shareholders' equity page 22 Notes to the Condensed Consolidated Financial Statementspage 23 Carrefour Half-year Financial Report June 30,

20 Consolidated income statement The comparative consolidated income and cash flow statement information presented in this report has been restated to reflect the reclassification of the integrated convenience stores business in France in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations. These restatements are described in Note 5. The Consolidated Financial Statements are presented in millions of euros, rounded to the nearest million. As a result, there may be rounding differences between the amounts reported in the various statements. (in millions) Notes First-half 2018 First-half 2017 restated % change Net sales ,071 38,236 (3.0) % Loyalty program costs (343) (297) 15.4% Net sales net of loyalty program costs 36,728 37,939 (3.2) % Other revenue 7.1 1,309 1,353 (3.2) % Total revenue 38,037 39,292 (3.2) % Cost of sales (29,816) (30,536) (2.4) % Gross margin from recurring operations 8,221 8,756 (6.1) % Sales, general and administrative expenses, depreciation and amortisation 7.2 (7,624) (8,062) (5.4) % Recurring operating income (14.0) % Net income/(loss) from equity-accounted companies (6) 13 (148.0) % Recurring operating income after net income from equityaccounted companies (16.5) % Non-recurring income and expenses, net 7.3 (785) (148) - Operating income (194) 559 (134.7) % Finance costs and other financial income and expenses, net 12.6 (149) (247) (39.9) % Finance costs, net (121) (191) (36.9) % Other financial income and expenses, net (28) (56) (50.3) % Income before taxes (342) Income tax expense 9 (179) (115) 55.9% Net income/(loss) from continuing operations (521) Net income/(loss) from discontinued operations 5 (229) (50) Net income/(loss) for the period (750) Group share (861) 78 - of which net income/(loss) from continuing operations (633) of which net income/(loss) from discontinued operations (229) (50) - Attributable to non-controlling interests % Basic earnings per share, in First-half 2018 First-half 2017 restated Earnings/(loss) from continuing operations per share (0.83) 0.17 Earnings/(loss) from discontinued operations per share (0.30) (0.07) Basic earnings/(loss) per share Group share (1.13) 0.10 Diluted earnings per share, in First-half 2018 First-half 2017 restated Diluted earnings/(loss) from continuing operations per share (0.83) 0.17 Diluted earnings/(loss) from discontinued operations per share (0.30) (0.07) Diluted earnings/(loss) per share Group share (1.13) 0.10 Details of earnings per share calculations are provided in Note Carrefour Half-year Financial Report June 30,

21 Consolidated statement of comprehensive income (in millions) Notes First-half 2018 First-half 2017 Net income/(loss) for the period (750) 147 Effective portion of changes in the fair value of cash flow hedges 11.1 (3) (22) Changes in the fair value of available-for-sale financial assets (1) 11.1 N/A (2) Changes in the fair value of debt instruments through other comprehensive income (2) (2) N/A Exchange differences on translating foreign operations (3) 11.1 (430) (240) Items that may be reclassified subsequently to profit or loss (434) (264) Remeasurements of defined benefit plans obligation 10.2/ Changes in the fair value of equity instruments through other comprehensive income (4) 0 N/A Items that will not be reclassified to profit or loss 2 26 Other comprehensive income/(loss) after tax for the period (432) (239) Total comprehensive income/(loss) for the period (1,182) (92) Group share (1,160) (106) Attributable to non-controlling interests (22) 14 Presented net of the tax effect (Note 11.1). (1) The available-for-sale financial assets category no longer exists under IFRS 9 Financial Instruments, applied by the Group with effect from January 1, 2018 (Note 4). (2) Changes in the fair value of debt instruments classified as financial assets at fair value through other comprehensive income as from January 1, 2018 pursuant to IFRS 9, to be subsequently reclassified to profit or loss (Note 4). (3) Exchange differences on translating foreign operations recognised in first-half 2018 and first-half 2017 mainly reflect the fall in the value of the Brazilian real. (4) Changes in the fair value of equity instruments (shares and other securities) which the Group has irrevocably elected to classify as financial assets at fair value through other comprehensive income as from January 1, 2018 pursuant to IFRS 9, with no subsequent reclassification to profit or loss (Note 4). Carrefour Half-year Financial Report June 30,

22 Consolidated statement of financial position ASSETS (in millions) Notes June 30, December 31, Goodwill 8.1 7,963 7,977 Other intangible assets 1,402 1,364 Property and equipment ,376 13,097 Investment property Investments in companies accounted for by the equity method 1,386 1,355 Other non-current financial assets 1,283 1,367 Consumer credit granted by the financial services companies long term 7.5 2,468 2,455 Deferred tax assets Other non-current assets Non-current assets 28,327 28,996 Inventories 6,301 6,690 Trade receivables 2,756 2,750 Consumer credit granted by the financial services companies short-term 7.5 3,434 3,866 Other current financial assets Tax receivables Other assets Cash and cash equivalents ,993 3,593 Assets held for sale Current assets 16,545 18,816 TOTAL ASSETS 44,872 47,813 (in millions) SHAREHOLDERS EQUITY AND LIABILITIES Notes June 30, 2018 December 31, 2017 Share capital 1,937 1,937 Consolidated reserves and income for the period 6,502 8,122 Shareholders equity, Group share 8,439 10,059 Shareholders equity attributable to non-controlling interests 1,954 2,099 Total shareholders' equity 10,393 12,159 Long-term borrowings ,350 6,428 Provisions ,747 3,003 Consumer credit financing long term 7.5 2,347 2,661 Deferred tax liabilities Non-current liabilities 12,918 12,581 Short-term borrowings ,100 1,069 Suppliers and other creditors 12,373 15,082 Consumer credit financing short term 7.5 3,046 2,817 Tax payables 1,161 1,282 Other payables 2,872 2,813 Liabilities related to assets held for sale 9 11 Current liabilities 21,561 23,074 TOTAL SHAREHOLDERS EQUITY AND LIABILITIES 44,872 47,813 Carrefour Half-year Financial Report June 30,