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Registration Document

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P ◀ CONTENTS ▶<br />

of the date of acquisition of the acquired assets or<br />

liabilities assumed, is recognized as goodwill in the<br />

balance sheet.<br />

The Group measures non-controlling equity<br />

interests on a case-by-case basis for each business<br />

combination either at fair value or based on their<br />

percentage interest in the fair value of identifiable<br />

assets acquired.<br />

Acquisitions made between September 1,<br />

2004 and August 31, 2009<br />

Any excess of the cost of an acquisition over the<br />

Group’s interest in the fair value at the acquisition<br />

date of the identifiable assets, liabilities and<br />

intangible items has been recognized as goodwill in<br />

the balance sheet. Costs incurred and directly related<br />

to the acquisition were included in the acquisition<br />

cost and therefore in goodwill.<br />

Goodwill is not amortized, but is subject to<br />

impairment tests immediately if there are indicators<br />

of impairment, and at least once per year. Impairment<br />

test procedures are described in note 2.8. Goodwill<br />

impairment losses recognized in the income<br />

statement are irreversible.<br />

2.4.2 Negative goodwill<br />

Negative goodwill represents the excess of the<br />

fair value of the assets, liabilities and contingent<br />

liabilities of the acquired entity at the acquisition<br />

date over the consideration transferred (for example<br />

the acquisition cost), increased by the amount of any<br />

non-controlling interest.<br />

After reviewing the procedures for the identification<br />

and measurement of the different components<br />

included in the calculation of goodwill, any negative<br />

goodwill is immediately expensed in the income<br />

statement in the period of acquisition.<br />

2.4.3 Transactions in non-controlling<br />

interests<br />

Changes in non-controlling interests, in the absence<br />

of either assumption or loss of control, are recognized<br />

in shareholders’ equity. In particular, when additional<br />

shares in an entity already controlled by the Group<br />

are acquired, the difference between the acquisition<br />

Consolidated information 06<br />

Notes to the Consolidated Financial Statements<br />

cost of the shares and the share of net assets acquired<br />

is recognized in Equity attributable to equity holders<br />

of the parent. The consolidated value of the assets<br />

and liabilities of the subsidiary (including goodwill)<br />

remains unchanged.<br />

Previously, goodwill was recognized as of the date of<br />

acquisition of non-controlling interests, representing<br />

the excess of the cost of acquisition of the shares<br />

over their carrying value as of the transaction date.<br />

2.4.4. Adjustments and/or earn-outs<br />

Since September 1, 2009, earn-outs related to<br />

business combinations are recognized at their fair<br />

value as of the date of acquisition even if they are<br />

considered to be not probable. After the date of<br />

acquisition, changes in estimates of the fair value<br />

of price adjustments are adjusted to goodwill only<br />

if they occur within the time period allowed (a<br />

maximum of one year as of the date of acquisition)<br />

and if they result from facts and circumstances that<br />

existed at the acquisition date. In all other cases,<br />

the change is recognized in profit and loss or in<br />

other comprehensive income in accordance with<br />

the applicable IFRS standard.<br />

2.4.5 Step acquisitions<br />

In a step acquisition, the fair value of Group’s previous<br />

interest in the acquired entity is measured at the date<br />

that control is obtained and is recognized in profit<br />

and loss. In determining the amount of goodwill<br />

recognized, the fair value of the consideration<br />

transferred (for example the price paid) is increased<br />

by the fair value of the interest previously held by<br />

the Group.<br />

2.5 Intangible assets<br />

Separately acquired intangible assets are initially<br />

measured at cost in accordance with IAS 38. At the<br />

time of the transition to IFRS, the Group did not elect<br />

to re-measure intangible assets at their fair value in<br />

the opening balance sheet as of September 1, 2004.<br />

Intangible assets acquired in connection with a<br />

business combination and which (i) can be reliably<br />

measured, (ii) are controlled by the Group and (iii) are<br />

separable or arise from a legal or contractual right are<br />

Sodexo <strong>Registration</strong> <strong>Document</strong> Fiscal 2011<br />

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