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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
83
2014 fiscal year
Ownership as of December 31
(in percentage)
Notes
Division
Country
Transaction
date
(a)
2013
2014
Main companies consolidated for the first time during 2014
Infant formula production and
packaging companies
(b)
Early Life
Nutrition New Zealand
July
−
100.0%
Main consolidated companies with change in ownership percentage
Centrale Danone
3.5
Fresh Dairy
Products
Morocco
November
68.7%
90.9%
Main companies no longer fully consolidated as of December 31
Group's fresh dairy products
companies in China
(c)
4.4
Fresh Dairy
Products
China
July
100.0%
20.0%
Group's fresh dairy products
companies in Indonesia
Fresh Dairy
Products
Indonesia
December
100.0%
−
(a) Month of the 2014 fiscal year.
(b)NEWZEALANDCANAUCKLANDLTD,whichproducesandpackagesdrinks,notably infantformula.ThecompanyhasbeenrenamedDANONENUTRICIANZLTD.
(c) DANONE DAIRY BEIJING and DANONE DAIRY SHANGHAI CO LTD. Danone has since 2014 owned 20% of the new group formed together with the Mengniu
group's fresh dairy products companies.
Note 2.3. Main fully consolidated companies
Main Group companies are listed in Notes 17.1 to 17.5 of the Notes to the consolidated financial statements.
Note 2.4. Accounting for acquisitions resulting in control being obtained in 2015
The business combinations carried out in 2015 have been accounted
for on a provisional basis since the amounts allocated to the acquired
identifiable assets and liabilities and to goodwill may be adjusted
during a period of one year from the respective date of each of these
combinations. They comprise acquisitions resulting in control being
obtained as well as the acquisition of control of Fan Milk, which did
not involve any share purchase (see Note 2.2 of the Notes to the
consolidated financial statements).
Since these transactions are not material on an individual basis,
they have been grouped for the purposes of the preparation of the
information provided hereafter.
The main characteristics of these other acquisitions carried out in
2015 are as follows:
•
the entities actually acquired were paid for in cash;
•
none of them is subject to a contingent payment (earn-out) but
one of them is subject to put options granted to non-controlling
interests;
•
the acquisition-related expenses incurred during the period
totaled €4 million before taxes and have been expensed in the
consolidated income statement under Other operating income
(expense).
They did not have a material impact on the items of the consolida-
ted income statement for the year ended December 31, 2015 and
would not have had a material impact if they had been calculated
on a full-year basis.
Purchase price allocation
As of the acquisition date
(in € millions)
2015
Fair value of net assets (at 100%)
(a)
75
Net assets attributable to non-controlling interests
(b)
(27)
Partial goodwill
(c) (d)
94
Fair value, at the date control is acquired, of the consideration paid or to be paid to the sellers
142
(a) The assets correspond mainly to property, plant and equipment and the liabilities correspond mainly to financial debt.
(b) For each of the subsidiaries not fully acquired, the non-controlling interests are recognized at their share of the fair value of the entity's assets and liabilities.
(c) Provisional goodwill.
(d) Residual goodwill represents mainly the human capital and the expected synergies in terms of industrial activity, cost savings and security of the milk supply.