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4.1 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 2.Fully consolidated companies
DANONE
REGISTRATION DOCUMENT 2015
82
NOTE 2.FULLY CONSOLIDATED COMPANIES
Note 2.1. Accounting principles
Fully consolidated companies
The Group fully consolidates all subsidiaries over which it has the
ability to exercise exclusive control, whether directly or indirectly.
Exclusive control over an investee is assessed (i) by the power the
Group has over said investee, (ii) whether it is exposed, or has rights,
to variable returns from its relationship with the investee, and (iii)
whether it uses its power over the investee to affect the amount of
the Group's returns.
Full consolidation enables the recognition of all assets, liabilities and
income statement items relating to the companies concerned in the
Group's consolidated financial statements, after the elimination of
intercompany transactions, the portion of the net income and equity
attributable to owners of the Company (Group share) being distin-
guished from the portion relating to other shareholders' interests
(Non-controlling interests). Intercompany balances and transactions
between consolidated entities (including dividends) are eliminated
in the consolidated financial statements.
Business combinations: acquisitions resulting in
control being obtained, partial disposal resulting in
control being lost
The accounting treatment of acquisitions resulting in control being
obtained and partial disposals resulting in control being lost is as
follows:
•
when control is obtained, the incidental transactions costs are
recognized in the income statement under the heading Other
operating income (expense), and presented in the cash flow
statement within cash flows from operating activities, in the year
in which they are incurred. In addition, price adjustments are
initially recognized at their fair value in the acquisition price and
their subsequent changes in value are recognized in the income
statement under the heading Other operating income (expense);
all payments relating to these adjustments are presented in the
cash flow statement within cash flows from operating activities;
•
when control is obtained (or lost), the revaluation at its fair value of
the interest previously held (or the residual interest) is recognized
in the income statement under the heading (i) Other operating
income (expense) when control is lost, (ii) Share of profit of asso-
ciates when control is obtained of an entity previously accounted
for as an associate, and (iii) Other financial income (expense)
when control is obtained of an entity previously accounted for as
an investment in a non-consolidated company;
•
when control is obtained, non-controlling interests are recognized,
either at their share of the fair value of the assets and liabilities
of the acquired entity, or at their fair value. In the latter case, the
goodwill is then increased by the portion relating to these non-
controlling interests. The treatment adopted is selected on an
individual basis for each acquisition.
Business combinations may be recognized on a provisional basis, as
the amounts allocated to the identifiable assets acquired, liabilities
assumed and goodwill may be amended during a maximum period
of one year from their acquisition date.
Note 2.2. Main changes during the period
2015 fiscal year
Ownership as of December 31
(in percentage)
Notes
Division
Country
Transaction
date
(a)
2014
2015
Main companies consolidated for the first time during 2015
Fan Milk group's companies
Fresh Dairy
Products West Africa
December
49.0%
49.0%
Main consolidated companies with change in ownership percentage
Danone-Unimilk group
3.3
Fresh Dairy
Products
CIS
December
50.9%
70.9%
Danone Spain
3.4
Fresh Dairy
Products
Spain
February/
March
76.9%
92.4%
Centrale Danone
(b)
3.5
Fresh Dairy
Products
Morocco
December
90.9%
95.9%
Main companies no longer fully consolidated as of December 31
–
(a) Month of the 2015 fiscal year.
(b) Formerly Centrale Laitière. The company was renamed Centrale Danone in 2015.
As regards the Fan Milk group, accounted for as an associate as
of December 31, 2014, its companies have been fully consolidated
since December 2015 pursuant to IFRS 10,
Consolidated Financial
Statements
, since the Group has had the contractual right to exer-
cise exclusive control over them since that date. Consequently, the
put option relating to the 51% stake in the Fan Milk group not yet
held by Danone has, since that date, been recognized on the basis
of the present value of its exercise price and is presented under
the heading Liabilities relating to non-controlling interests as of
December 31, 2015. Indeed, as of December 31, 2014, since Fan
Milk was then treated as an associate, the option was recognized
at its fair market value, pursuant to IAS 39,
Financial Instruments:
Recognition and Measurement
.