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4.1 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 13. DANONE shares, dividend, earnings per share

DANONE

REGISTRATION DOCUMENT 2015

133

Valuation hierarchy in accordance with IFRS 7,

Financial instruments – Disclosures

Level 1

Fair value is based on (unadjusted) prices listed on active markets

for identical assets and liabilities.

Level 2

Fair value is based on data other than listed prices as per level 1,

which are observable for the asset or liability concerned, directly

or indirectly.

Level 3

Fair value is based on data relating to the asset or liability which

are not based on observable data on active markets.

For asset and liability derivative instruments recognized at fair

value, the Group uses measurement techniques that include data

observable on the market, notably for interest rate swaps, forward

purchases and sales or currency options. Themodel integrates diverse

data such as spot and forward exchange rates and the yield curve.

For put options granted to non-controlling interests, the value is

based on contractual terms.

NOTE 13. DANONE SHARES, DIVIDEND, EARNINGS PER SHARE

Note 13.1. Accounting principles

DANONE shares

DANONE shares held by the Company and its fully-consolidated

subsidiaries are recognized as a reduction in consolidated equity,

under the heading Treasury shares and DANONE call options, and

are measured at effective cost.

DANONE call options

DANONE call options are options held by the Company to purchase

DANONE shares to hedge certain of its stock-option plans granted

to certain employees and corporate officers. They do not constitute

financial assets but are instead equity instruments in accordance

with IAS 32,

Financial instruments: Presentation

. They are recognized

upon acquisition as a deduction from consolidated equity, under

the heading Treasury shares and DANONE call options. They are

measured at effective cost,

i.e.

the premium paid plus transaction

expense, and are not subsequently remeasured.

Note 13.2. Transactions and changes involving DANONE shares

2015 changes involving treasury shares in terms of transactions and use according

to the Company's purpose

(number of shares,

except percentages)

Changes during the period

As of

December 31,

2014 Buybacks

Exercise

of DANONE

call options

Sales/

Transfers

Delivery

following

exercise of

stock options

Delivery

of Group

performance

shares

As of

December 31,

2015

Acquisition transactions

30,769,360

−

−

−

−

−

30,769,360

Liquidity agreements

−

602,195

−

(602,195)

−

−

−

Hedging of performance

shares and stock-options

7,163,935

−

622,885

− (4,142,353)

(467,657)

3,176,810

Cancellation of shares

−

–

–

−

−

−

−

Shares held by the Company

37,933,295

−

−

−

−

−

33,946,170

Shares held by Danone Spain

5,780,005

−

−

−

−

−

5,780,005

Total shares held by the Group

43,713,300

602,195

622,885

(602,195)

(4,142,353)

(467,657)

39,726,175