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4.1 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 7. Number of employees, personnel costs and employee benefits

DANONE

REGISTRATION DOCUMENT 2015

111

Accounting treatment of Group performance shares and stock-options

Accounting principles

The benefits relating to stock-options and Group performance shares

granted to certain employees and corporate officers are written off

as an expense on the Other income (expense) item of the consolida-

ted income statement. The corresponding entry to this charge is an

equivalent increase in consolidated equity on the Retained earnings

item of the consolidated balance sheet. The charge corresponds to

the fair value, determined on the grant date, of the stock-options

and Group performance shares granted.

The fair value of the stock-options is determined using the Black

& Scholes valuation model, based on assumptions determined

by management. The corresponding charge is expensed over the

vesting period (

i.e.

2 to 4 years).

The fair value of Group performance shares is calculated on the

basis of assumptions made by the Group's management. The

corresponding charge is spread over the vesting period (either 3

or 4 years). To the extent that performance conditions are based

on internal performance, charges recognized in respect of shares

that lapse due to the failure to achieve said performance conditions

are written back in the income statement for the period in which it

is probable they will lapse.

They are taken into account in calculating the dilution as described

in Note 13.4 of the Notes to the consolidated financial statements.

Valuation

Year ended December 31

(in € per share except number of shares)

2014

2015

Number of shares granted during the year

778,371

645,372

Fair value of Group performance shares granted during the year

(a)

50.3

56.5

Average DANONE share price during the year

54.3

60.7

(a) Fair value as of the grant date.

Expense related to Group performance shares and stock-options

Year ended December 31

(in € millions)

2014

2015

Group performance shares

(19)

(21)

Stock-options

(a)

−

−

Total expense

(19)

(21)

(a) As of December 31, 2014 and December 31, 2015, all options can be exercised and therefore no longer result in expense recognition

Note 7.5. Company Savings Plan

General and accounting principles

Employees of the Group's French entities can, on an annual basis,

subscribe a capital increase in the Company through a Company

Savings Plan. The purchase price of the shares corresponds to 80%

of the average DANONE share price over the 20 days preceding the

meeting of the Board of Directors that approves the plan.

The benefit granted to the employees is calculated based on the fair

value of the shares on the grant date. The fair value is calculated

after taking into account the five-year holding period on these shares

and the market parameters applicable to employees, in particular

the borrowing rate.

The corresponding charge is recorded under Other income (expense)

for the year at the time of the capital increase.

Capital increase reserved for employees as part

of the Company Savings Plan

In 2015, under the terms of the Company Savings Plan, the Group

implemented a capital increase involving 838,052 new shares issued

at a price of €47.11 per share.