Fiscal 2022 Universal Registration Document

4 CONSOLIDATED FINANCIAL STATEMENTS

3.1 Business combinations

A total goodwill amount of 149 million euros was recognized during Fiscal 2022, mainly due to the acquisition of Frontline Food Services in the United States and of Probics BV in the Netherlands for On-site Services, and to goodwill adjustment on Wedoogift in France for Benefits & Rewards Services.

The table below shows the values of the assets acquired and liabilities assumed as of August 31, 2022. The values are estimated provisionally as of August 31, 2022 for most of Fiscal 2022 acquisitions:

(in million euros) AUGUST 31, 2022
Intangible assets Intangible assets

AUGUST 31, 2022

30

Property, plant and equipment Property, plant and equipment

AUGUST 31, 2022

21

Financial assets Financial assets

AUGUST 31, 2022

2

Trade receivables Trade receivables

AUGUST 31, 2022

47

Cash and cash equivalents Cash and cash equivalents

AUGUST 31, 2022

71

Income tax payable Income tax payable

AUGUST 31, 2022

Trade and other payables Trade and other payables

AUGUST 31, 2022

(117)

Net deferred tax Net deferred tax

AUGUST 31, 2022

(4)

TOTAL IDENTIFIABLE NET ASSETS TOTAL IDENTIFIABLE NET ASSETS

AUGUST 31, 2022

50

CONSIDERATION TRANSFERRED(1)

CONSIDERATION TRANSFERRED(1)

AUGUST 31, 2022

199

GOODWILL(2)

GOODWILL(2)

AUGUST 31, 2022

149

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(1) Including 63 million euros increase corresponding to the increase of liabilities recognized in connection with written put options over non-controlling interests in certain subsidiaries.

(2) Goodwill is recognized as the difference between the acquisition price and identifiable net assets at fair value. It principally represents the savoir-faire and expertise of employees and synergies expected from acquired companies.

Business combinations impacts the cash flow statement as follows:

Price paid during the year 133
Cash acquired 69
Business combinations 64

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Companies consolidated during Fiscal 2022 were integrated from the date of acquisition, and contributed for 71 million euros to consolidated revenue and for -1 million euros to the consolidated underlying operating profit of the period.

Goodwill variations during Fiscal 2022 and the comparative period are presented in note 6.1 “Goodwill”.

3.2 Disposed or held for sale activities

ACCOUNTING PRINCIPLES AND POLICIES

In accordance with IFRS 5 “Non-current assets held for sale and discontinued operations”, when the Group expects to recover the value of an asset or a group of assets through its sale rather than by its use, this asset or group of assets is presented on a separate line “Assets held for sale” of the consolidated statement of financial position. Non-current assets classified as such are measured at the lower of their carrying value and their fair value net of disposal costs and therefore are no longer subject to depreciation.

The liabilities relating to the asset or group of assets are also presented on a separate line of the consolidated statement of financial position (“Liabilities directly associated with assets held for sale”).

In addition, when the asset or group of assets held for sale represents a separate major line of business or geographic area of operations, its contribution to income and cash flows is presented on separate lines in the consolidated income statement and the consolidated cash flow statement.

The Group continued its portfolio rationalization by disposing of a certain number of activities, including Childcare activities in France and in Spain, On-site Services activities in Morocco, the Lido in France and non-strategic account portfolios in Australia and in Czech Republic, resulting in a net gain on disposal of 50 million euros recognized in “Other operating income and expenses” during Fiscal 2022 (see note 4.2.2 “Other operating income and expenses”).

During Fiscal 2021, assets and liabilities classified as “Assets held for sale” of 290 million euros and “Liabilities directly associated with assets held for sale” of 138 million euros mainly concern Childcare activities in France and in Spain, which were disposed of on March 11, 2022.

ACCOUNTING PRINCIPLES AND POLICIES

In accordance with IFRS 5 “Non-current assets held for sale and discontinued operations”, when the Group expects to recover the value of an asset or a group of assets through its sale rather than by its use, this asset or group of assets is presented on a separate line “Assets held for sale” of the consolidated statement of financial position. Non-current assets classified as such are measured at the lower of their carrying value and their fair value net of disposal costs and therefore are no longer subject to depreciation.

The liabilities relating to the asset or group of assets are also presented on a separate line of the consolidated statement of financial position (“Liabilities directly associated with assets held for sale”).

In addition, when the asset or group of assets held for sale represents a separate major line of business or geographic area of operations, its contribution to income and cash flows is presented on separate lines in the consolidated income statement and the consolidated cash flow statement.

The Group continued its portfolio rationalization by disposing of a certain number of activities, including Childcare activities in France and in Spain, On-site Services activities in Morocco, the Lido in France and non-strategic account portfolios in Australia and in Czech Republic, resulting in a net gain on disposal of 50 million euros recognized in “Other operating income and expenses” during Fiscal 2022 (see note 4.2.2 “Other operating income and expenses”).

During Fiscal 2021, assets and liabilities classified as “Assets held for sale” of 290 million euros and “Liabilities directly associated with assets held for sale” of 138 million euros mainly concern Childcare activities in France and in Spain, which were disposed of on March 11, 2022.