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4.2 FINANCIAL STATEMENTS OF DANONE SA, THE DANONE PARENT COMPANY

Note 18. Off-balance sheet commitments

DANONE

REGISTRATION DOCUMENT 2015

161

NOTE 18. OFF-BALANCE SHEET COMMITMENTS

Main commitments given directly and indirectly by the Company

As of December 31

(in € millions)

2014

2015

Put options held by non-controlling interests over some

of the Company's direct and indirect equity interests

(a)

2,558

862

Post-employment benefits

(b)

340

299

Rents

84

107

Services provided

9

14

Derivative instruments

(c)

820

820

Security interests

(d)

2,000

2,000

Guarantees

(e)

750

750

Total

6,561

4,852

(a)Commitmentsgivendirectlyor indirectlybytheCompany(seedetailshereafter inthesectionPutoptionsovertheCompany'sdirectand indirectequity interests).

(b) Net commitments in respect of defined benefit retirement plans (see Note 17 of the Notes to the financial statements of the parent company Danone).

(c) Cross-currency swaps to hedge bonds denominated in foreign currencies (seeNote 14 of theNotes to the financial statements of the parent company Danone).

(d) The Company acted as joint and several guarantors for Danone Finance International.

(e) The Company may grant a guarantee or security interest for the various financial risk management transactions to be carried out by its subsidiary Danone

Corporate.

Put options over the Company's direct and indirect

equity interests

The Company or certain of its direct or indirect subsidiaries granted

put options to third parties with non-controlling interests in certain

consolidated subsidiaries, with these options giving the holders the

right to sell part or all of their investment in these subsidiaries.

Their exercise price is generally based on the profitability and

financial position of the company concerned at the exercise date

of the put option.

As of December 31, 2015, the financial commitments given by the

Company and all of its consolidated subsidiaries were estimated

at €862 million, of which €614 million may be paid in accordance

with contractual terms in the 12 months following the year end.

Commitments received

Commitments received by the Company concern €4.7 billion in

available committed credit facilities.

Other commitments

The Company and certain of its subsidiaries are parties to a variety

of legal and arbitration proceedings arising in the ordinary course of

business. Some of these proceedings involve claims for damages,

and liabilities are provided for when a loss is probable and can be

reliably estimated.

NOTE 19. PERSONNEL

Average number of Company employees during the year

Year ended December 31

(in number, except percentages)

2014

2015

Executives and managers

575

79%

636

80%

Supervisors and technicians

103

14%

113

14%

Clerical staff

47

7%

49

6%

Total

725

100%

798

100%