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232 2014 Registration Document

Company financial statement year ended December 31, 2014

6

Statutory Auditors’ report on the annual Financial Statements

6.5

Statutory Auditors’ report on the annual

Financial Statements

This is a free translation into English of the statutory auditors’ report on the annual financial statements issued in French and it is provided solely

for the convenience of English-speaking users.

The Statutory Auditors’ report includes information specifically required by French law in such reports, whether modified or not. This information is

presented below the audit opinion on the annual financial statements and includes an explanatory paragraph discussing the Auditors’ assessments

of certain significant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the

annual financial statements taken as a whole and not to provide separate assurance on individual account captions or on information taken outside

of the financial statements. This report also includes information relating to specific verifications of information given in the management report and

in the documents addressed to shareholders.

This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.

To the Shareholders,

In compliance with the assignment entrusted to us by your shareholders’ meetings, we hereby report to you, for the year ended December 31, 2014, on:

the audit of the annual financial statements for Carrefour, “the Company”, as attached to the present report;

the justification of our assessments;

the specific verifications and information required by French law.

The annual financial statements have been approved by the Board of Directors. Our role is to express an opinion on these financial statements

based on our audit.

1.

Opinion on the annual financial statements

We conducted our audit in accordance with the professional standards applicable in France; those standards require that we plan and perform the

audit to obtain reasonable assurance that the annual financial statements are free of material misstatement. An audit involves performing procedures,

using sampling techniques or other methods of selection, to obtain audit evidence about the amounts and disclosures in the annual financial

statements. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates

made, as well as the overall financial statements presentation. We believe that the evidence we have obtained is sufficient and appropriate to provide

a basis for our audit opinion.

In our opinion, the annual financial statements give a true and fair view of the results of the operations for the year ended as of December 31, 2014,

and of the financial position and its assets and liabilities, in accordance with French accounting principles.

2.

Justification of assessments

The accounting estimates used to prepare the financial statements were made in an uncertain environment in several countries in the euro zone,

in particular in Italy, which makes it difficult to anticipate the economic outlook. It is within this context that, in accordance with the provisions of

Article L. 823-9 of the French Commercial Code relating to the justification of our assessments, we draw your attention to the following matters:

As stated in note 1 to the financial statements, intangible assets, composed mainly of goodwill (“

Malis de fusion

”) for which future cash flows do

no longer support the ability to recover their carrying amount, are depreciated. This impairment is determined by comparing the carrying amount to

the recoverable amount, which is the higher of the asset’s value in use and its market value.

As stated in note 1 to the financial statements, equity investments are subject to impairment by comparing their carrying amount to their market

value or their value in use; the value in use was estimated by the Company based on the value of the shareholders’ equity or on future cash flows.

We assessed the information and assumptions on which the calculations of values in use are based, in particular cash flow forecasts prepared by

your Company’s Management. We have reviewed the calculations performed by your Company; we have compared previous periods’ accounting

estimates with actual results and reviewed Management’s approval process of these estimates. We remind however that, since these estimates are

based on forecasts which by nature are uncertain, the actual results may differ, sometimes significantly, from the current estimates.

These assessments were made as part of our audit of the annual financial statements, taken as a whole, and therefore contributed to the opinion

we formed which is expressed in the first part of this report.