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registration document France Telecom 2009 - Orange.com

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financial information concerning the issuer’s assets and liabilities, financial position and profits and losses<br />

20<br />

CONSOLIDATED STATEMENTS<br />

Breakdown of assets acquired and liabilities assumed:<br />

(in millions of euros)<br />

Historical cost<br />

at December 31,<br />

2007<br />

Allocation<br />

of purchase<br />

price<br />

Fair value<br />

at December 31,<br />

2007<br />

Other intangible assets 38 81 119<br />

o/w brand 5<br />

o/w subscriber bases 44<br />

o/w favorable contracts 32<br />

Property, plant and equipment 179 179<br />

Other non-current assets 7 7<br />

Total non-current assets 224 81 305<br />

Net trade receivables 91 91<br />

Current assets 18 18<br />

Cash and cash equivalents 5 5<br />

Other current assets 109 109<br />

Total current assets 223 - 223<br />

Non-current fi nancial liabilities at amortized cost excluding trade payables (7) (7)<br />

Non-current employee benefi ts (11) (11)<br />

Deferred tax liabilities (0) (24) (24)<br />

Total non-current liabilities (18) (24) (42)<br />

Current trade payables (92) (92)<br />

Current employee benefi ts (113) (113)<br />

Other current liabilities (55) (55)<br />

Total current liabilities (260) (260)<br />

Net assets acquired 169 57 226<br />

Assets and liabilities attributable to non-controlling interests (83) (28) (111)<br />

Net assets acquired attributable to owners of <strong>France</strong> <strong>Tele<strong>com</strong></strong> S.A. (A) 86 29 115<br />

Goodwill (B) 157<br />

Purchase price consideration (A) + (B) 272 (1)<br />

(1) Including 2 million euros of direct costs attributable to the acquisition.<br />

20<br />

The brand was measured using the relief from royalty<br />

methodology, based on the present value of royalties that would<br />

have been paid to a third party for the use of the brand had the<br />

Group not owned it.<br />

Subscriber bases were measured using the future cash fl ows<br />

generated by existing customers at the acquisition date. They<br />

are amortized over 14 years.<br />

Contracts concluded on favorable conditions relating to<br />

emphyteutic land leases with the Kenyan government, were<br />

measured at fair value, that is, the difference between rental<br />

fees effectively paid to the Kenyan government and the rental<br />

fees that the <strong>com</strong>pany would have paid under normal market<br />

conditions. These assets are amortized over 70 years.<br />

The acquisition of Telkom Kenya resulted in recognition of<br />

residual goodwill of 157 million euros, mainly attributable to the<br />

planned launch of mobile operations in Kenya and to synergies<br />

between the fi xed-line and mobile businesses.<br />

Telkom Kenya generated revenues of 107 million euros over the<br />

full year 2008. <strong>France</strong> <strong>Tele<strong>com</strong></strong>’s consolidated net in<strong>com</strong>e for the<br />

year ended December 31, 2008 includes Telkom Kenya’s net<br />

in<strong>com</strong>e, which was (97) million euros including (3) million euros<br />

of amortization of identifi ed acquired assets (net of deferred<br />

taxes reversals) and (57) million euros of goodwill impairment.<br />

Ya.<strong>com</strong><br />

On July 31, 2007, <strong>France</strong> <strong>Tele<strong>com</strong></strong> acquired the entire share<br />

capital of T-Online <strong>Tele<strong>com</strong></strong>munications Spain (now called<br />

FT España ISP) from Deutsche Telekom for a total cash<br />

consideration of 150 million euros. FT España ISP is Spain’s<br />

third broadband operator and trades under the name Ya.<strong>com</strong>.<br />

Goodwill relating to this transaction amounted to 125 million<br />

euros, after recognizing 76 million euros of identifi able assets<br />

acquired and liabilities assumed, mainly subscriber bases.<br />

Taking account of the inter<strong>com</strong>pany loans acquired from the<br />

former shareholder and the cash acquired, the net cash out was<br />

319 million euros.<br />

<strong>Orange</strong> Moldova<br />

On July 2, 2007, <strong>France</strong> <strong>Tele<strong>com</strong></strong> indirectly acquired, for a cash<br />

consideration of 103 million euros, an additional stake in <strong>Orange</strong><br />

Moldova, bringing its total stake to 94.3%. Goodwill relating to<br />

this transaction amounted to 85 million euros.<br />

<strong>2009</strong> REGISTRATION DOCUMENT / FRANCE TELECOM<br />

387

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