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HALF-YEAR FINANCIAL REPORT
| CONDENSED HALF-YEAR CONSOLIDATED FINANCIAL STATEMENTS | |
| CONSOLIDATED BALANCE SHEETS ASSETS | 2 |
| CONSOLIDATED BALANCE SHEETS LIABILITIES AND EQUITY | 3 |
| CONSOLIDATED INCOME STATEMENTS | 4 |
| CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | 5 |
| CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY | 6 |
| CONSOLIDATED STATEMENTS OF CASH FLOWS | 7 |
| NOTES TO THE CONDENSED HALF-YEAR CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2015 | 8 |
| A/ BASIS OF PREPARATION OF THE HALF-YEAR FINANCIAL STATEMENTS AND ACCOUNTING POLICIES | 8 |
| B/ SIGNIFICANT INFORMATION FOR THE FIRST HALF OF 2015 | 12 |
| C/ EVENTS SUBSEQUENT TO JUNE 30, 2015 | 32 |
The condensed half-year consolidated financial statements are unaudited but have been subject to a review
by the statutory auditors in accordance with professional standards applicable in France.
CONSOLIDATED BALANCE SHEETS ASSETS
| ( million) | Note | June 30, 2015 | December 31, 2014 | ||||
| Property, plant and equipment | B.2. | 10,540 | 10,396 | ||||
| Goodwill | B.3. - B.4. | 40,661 | 39,197 | ||||
| Other intangible assets | B.3. - B.4. | 14,401 | 14,543 | ||||
| Investments in associates and joint ventures | B.5. | 2,458 | 2,384 | ||||
| Other non-current assets | B.6. | 2,915 | 2,575 | ||||
| Deferred tax assets | 4,923 | 4,860 | |||||
| Non-current assets | 75,898 | 73,955 | |||||
| Inventories | 7,147 | 6,562 | |||||
| Accounts receivable | B.7. | 7,765 | 7,149 | ||||
| Other current assets | 2,170 | 2,157 | |||||
| Current financial assets | 226 | 218 | |||||
| Cash and cash equivalents | B.9. | 4,701 | 7,341 | ||||
| Current assets | 22,009 | 23,427 | |||||
| Assets held for sale or exchange | 16 | 10 | |||||
| TOTAL ASSETS | 97,923 | 97,392 |
The accompanying notes on pages 8 to 32 are an integral part of the condensed half-year consolidated financial statements.
CONSOLIDATED BALANCE SHEETS LIABILITIES AND EQUITY
| ( million) | Note | June 30, 2015 | December 31, 2014 | ||||
| Equity attributable to equity holders of Sanofi | 56,618 | 56,120 | |||||
| Equity attributable to non-controlling interests | 156 | 148 | |||||
| Total equity | B.8. | 56,774 | 56,268 | ||||
| Long-term debt | B.9. | 10,770 | 13,276 | ||||
| Non-current liabilities related to business combinations and to non-controlling interests | B.11. | 1,132 | 1,133 | ||||
| Provisions and other non-current liabilities | B.12. | 9,206 | 9,578 | ||||
| Deferred tax liabilities | 3,742 | 4,105 | |||||
| Non-current liabilities | 24,850 | 28,092 | |||||
| Accounts payable | 3,969 | 3,651 | |||||
| Other current liabilities | 8,223 | 7,712 | |||||
| Current liabilities related to business combinations and to non-controlling interests | B.11. | 141 | 131 | ||||
| Short-term debt and current portion of long-term debt | B.9. | 3,962 | 1,538 | ||||
| Current liabilities | 16,295 | 13,032 | |||||
| Liabilities related to assets held for sale or exchange | 4 | ||||||
| TOTAL LIABILITIES AND EQUITY | 97,923 | 97,392 |
The accompanying notes on pages 8 to 32 are an integral part of the condensed half-year consolidated financial statements.
CONSOLIDATED INCOME STATEMENTS
| ( million) | Note | June 30, 2015 (6 months) | June 30, 2014 (6 months) | December 31, 2014 (12 months) | |||||
| Net sales | B.18.4. | 18,188 | 15,917 | 33,770 | |||||
| Other revenues | 163 | 154 | 339 | ||||||
| Cost of sales | (5,724 | ) | (5,124 | ) | (11,029 | ) | |||
| Gross profit | 12,627 | 10,947 | 23,080 | ||||||
| Research and development expenses | (2,489 | ) | (2,327 | ) | (4,824 | ) | |||
| Selling and general expenses | (5,086 | ) | (4,333 | ) | (9,107 | ) | |||
| Other operating income | 83 | 116 | 327 | ||||||
| Other operating expenses | (170 | ) | (87 | ) | (163 | ) | |||
| Amortization of intangible assets | B.3. | (1,229 | ) | (1,301 | ) | (2,482 | ) | ||
| Impairment of intangible assets | B.4. | (28 | ) | (74 | ) | 26 | |||
| Fair value remeasurement of contingent consideration liabilities | B.11. | 71 | (132 | ) | (303 | ) | |||
| Restructuring costs | B.15. | (381 | ) | (135 | ) | (411 | ) | ||
| Other gains and losses, and litigation | |||||||||
| Operating income | 3,398 | 2,674 | 6,143 | ||||||
| Financial expenses | B.16. | (267 | ) | (292 | ) | (605 | ) | ||
| Financial income | B.16. | 58 | 157 | 193 | |||||
| Income before tax and associates and joint ventures | 3,189 | 2,539 | 5,731 | ||||||
| Income tax expense | B.17. | (739 | ) | (624 | ) | (1,171 | ) | ||
| Share of profit/(loss) of associates and joint ventures | (66 | ) | 7 | (51 | ) | ||||
| Net income | 2,384 | 1,922 | 4,509 | ||||||
| Net income attributable to non-controlling interests | 59 | 61 | 119 | ||||||
| Net income attributable to equity holders of Sanofi | 2,325 | 1,861 | 4,390 | ||||||
| Average number of shares outstanding (million) | B.8.6. | 1,307.2 | 1,317.2 | 1,315.8 | |||||
| Average number of shares outstanding after dilution (million) | B.8.6. | 1,322.0 | 1,333.8 | 1,331.1 | |||||
| Basic earnings per share (in euros) | 1.78 | 1.41 | 3.34 | ||||||
| Diluted earnings per share (in euros) | 1.76 | 1.40 | 3.30 |
The accompanying notes on pages 8 to 32 are an integral part of the condensed half-year consolidated financial statements.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| ( million) | Note | June 30, 2015 (6 months) | June 30, 2014 (6 months) | December 31, 2014 (12 months) | |||||
| Net income | 2,384 | 1,922 | 4,509 | ||||||
| Attributable to equity holders of Sanofi | 2,325 | 1,861 | 4,390 | ||||||
| Attributable to non-controlling interests | 59 | 61 | 119 | ||||||
| Other comprehensive income: | |||||||||
| Actuarial gains/(losses) | B.12. | 772 | (477 | ) | (869 | ) | |||
| Tax effect | (180 | ) | 153 | 303 | |||||
| Sub-total: items not subsequently reclassifiable to profit or loss (a) | 592 | (324 | ) | (566 | ) | ||||
| Available-for-sale financial assets | B.8.7. | 194 | (3,101 | ) | (2,760 | ) | |||
| Cash flow hedges | (6 | ) | (2 | ) | |||||
| Change in currency translation differences | 1,858 | 377 | 2,506 | ||||||
| Tax effect | B.8.7. | (69 | ) | 330 | 250 | ||||
| Sub-total: items subsequently reclassifiable to profit or loss (b) | 1,977 | (2,396 | ) | (4 | ) | ||||
| Other comprehensive income for the period, net of taxes (a+b) | 2,569 | (2,720 | ) | (570 | ) | ||||
| Comprehensive income | 4,953 | (798 | ) | 3,939 | |||||
| Attributable to equity holders of Sanofi | 4,887 | (861 | ) | 3,810 | |||||
| Attributable to non-controlling interests | 66 | 63 | 129 |
The accompanying notes on pages 8 to 32 are an integral part of the condensed half-year consolidated financial statements.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
| ( million) | Share capital | Additional paid-in capital and retained earnings | Treasury shares | Stock options and other share-based payment | Other comprehensive income(1) | Attributable to equity holders of Sanofi | Attributable to non- controlling interests | Total equity | |||||||||
| Balance at January 1, 2014 | 2,649 | 53,072 | (244 | ) | 2,390 | (963 | ) | 56,904 | 129 | 57,033 | |||||||
| Other comprehensive income for the period | (324 | ) | (2,398 | ) | (2,722 | ) | 2 | (2,720 | ) | ||||||||
| Net income for the period | 1,861 | 1,861 | 61 | 1,922 | |||||||||||||
| Comprehensive income for the period | 1,537 | (2,398 | ) | (861 | ) | 63 | (798 | ) | |||||||||
| Dividend paid out of 2013 earnings ( 2.80 per share) | (3,676 | ) | (3,676 | ) | (3,676 | ) | |||||||||||
| Payment of dividends and equivalents to non-controlling interests | (69 | ) | (69 | ) | |||||||||||||
| Share repurchase program(2) | (1,012 | ) | (1,012 | ) | (1,012 | ) | |||||||||||
| Reduction in share capital(2) | (16 | ) | (589 | ) | 605 | ||||||||||||
| Share-based payment plans: | |||||||||||||||||
| Exercise of stock options | 8 | 232 | 240 | 240 | |||||||||||||
| Issuance of restricted shares | 1 | (1 | ) | ||||||||||||||
| Proceeds from sale of treasury shares on exercise of stock options | |||||||||||||||||
| Value of services obtained from employees | 85 | 85 | 85 | ||||||||||||||
| Tax effects of the exercise of stock options | |||||||||||||||||
| Change in non-controlling interests without loss of control | (43 | ) | (43 | ) | 7 | (36 | ) | ||||||||||
| Balance at June 30, 2014 | 2,642 | 50,532 | (651 | ) | 2,475 | (3,361 | ) | 51,637 | 130 | 51,767 | |||||||
| Other comprehensive income for the period | (242 | ) | 2,384 | 2,142 | 8 | 2,150 | |||||||||||
| Net income for the period | 2,529 | 2,529 | 58 | 2,587 | |||||||||||||
| Comprehensive income for the period | 2,287 | 2,384 | 4,671 | 66 | 4,737 | ||||||||||||
| Payment of dividends and equivalents to non-controlling interests | (56 | ) | (56 | ) | |||||||||||||
| Share repurchase program(2) | (789 | ) | (789 | ) | (789 | ) | |||||||||||
| Reduction in share capital(2) | (20 | ) | (725 | ) | 745 | ||||||||||||
| Share-based payment plans: | |||||||||||||||||
| Exercise of stock options | 14 | 426 | 440 | 440 | |||||||||||||
| Issuance of restricted shares | 3 | (3 | ) | ||||||||||||||
| Employee share ownership plans | |||||||||||||||||
| Proceeds from sale of treasury shares on exercise of stock options | 1 | 1 | 1 | ||||||||||||||
| Value of services obtained from employees | 117 | 117 | 117 | ||||||||||||||
| Tax effects of the exercise of stock options | 7 | 7 | 7 | ||||||||||||||
| Change in non-controlling interests without loss of control | 36 | 36 | 8 | 44 | |||||||||||||
| Balance at December 31, 2014 | 2,639 | 52,553 | (694 | ) | 2,599 | (977 | ) | 56,120 | 148 | 56,268 | |||||||
| Other comprehensive income for the period | 592 | 1,970 | 2,562 | 7 | 2,569 | ||||||||||||
| Net income for the period | 2,325 | 2,325 | 59 | 2,384 | |||||||||||||
| Comprehensive income for the period | 2,917 | 1,970 | 4,887 | 66 | 4,953 | ||||||||||||
| Dividend paid out of 2014 earnings ( 2.85 per share) | (3,694 | ) | (3,694 | ) | (60 | ) | (3,754 | ) | |||||||||
| Payment of dividends and equivalents to non-controlling interests | |||||||||||||||||
| Share repurchase program(2) | (1,244 | ) | (1,244 | ) | (1,244 | ) | |||||||||||
| Reduction in share capital(2) | (37 | ) | (1,453 | ) | 1,490 | ||||||||||||
| Share-based payment plans: | |||||||||||||||||
| Exercise of stock options | 14 | 448 | 462 | 462 | |||||||||||||
| Issuance of restricted shares | 6 | (6 | ) | ||||||||||||||
| Proceeds from sale of treasury shares on exercise of stock options | 1 | 1 | 1 | ||||||||||||||
| Value of services obtained from employees | 84 | 84 | 84 | ||||||||||||||
| Tax effects of the exercise of stock options | 20 | 20 | 20 | ||||||||||||||
| Change in non-controlling interests without loss of control | (18 | ) | (18 | ) | 2 | (16 | ) | ||||||||||
| Balance at June 30, 2015 | 2,622 | 50,747 | (447 | ) | 2,703 | 993 | 56,618 | 156 | 56,774 |
(2) See Notes B.8.2. and B.8.3.
The accompanying notes on pages 8 to 32 are an integral part of the condensed half-year consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| ( million) | Note | June 30, 2015 (6 months) | June 30, 2014 (6 months) | December 31, 2014 (12 months) | |||||
| Net income attributable to equity holders of Sanofi | 2,325 | 1,861 | 4,390 | ||||||
| Non-controlling interests, excluding BMS(1) | 11 | 4 | 10 | ||||||
| Share of undistributed earnings of associates and joint ventures | 114 | 23 | 142 | ||||||
| Depreciation, amortization and impairment of property, plant and equipment and intangible assets | 1,982 | 1,981 | 3,777 | ||||||
| Gains and losses on disposals of non-current assets, net of tax(2) | (44 | ) | (116 | ) | (249 | ) | |||
| Net change in deferred taxes | (647 | ) | (636 | ) | (1,270 | ) | |||
| Net change in provisions(3) | 95 | (202 | ) | (403 | ) | ||||
| Cost of employee benefits (stock options and other share-based payments) | 84 | 85 | 202 | ||||||
| Impact of the workdown of acquired inventories remeasured at fair value | |||||||||
| Unrealized (gains)/losses recognized in income | (270 | ) | 211 | 134 | |||||
| Operating cash flow before changes in working capital | 3,650 | 3,211 | 6,733 | ||||||
| (Increase)/decrease in inventories | (500 | ) | (392 | ) | (11 | ) | |||
| (Increase)/decrease in accounts receivable | (286 | ) | (210 | ) | (23 | ) | |||
| Increase/(decrease) in accounts payable | 162 | 215 | 478 | ||||||
| Net change in other current assets, current financial assets and other current liabilities | 379 | (290 | ) | 513 | |||||
| Net cash provided by/(used in) operating activities(4) | 3,405 | 2,534 | 7,690 | ||||||
| Acquisitions of property, plant and equipment and intangible assets | B.2. B.3. | (935 | ) | (637 | ) | (1,557 | ) | ||
| Acquisitions of investments in consolidated undertakings, net of cash acquired(5) | B.1. | (56 | ) | (1,124 | ) | (1,725 | ) | ||
| Acquisitions of available-for-sale financial assets | (113 | ) | (557 | ) | (571 | ) | |||
| Proceeds from disposals of property, plant and equipment, intangible assets and other non-current assets, net of tax(6) | 92 | 182 | 269 | ||||||
| Net change in loans and other financial assets | (15 | ) | (16 | ) | 124 | ||||
| Net cash provided by/(used in) investing activities | (1,027 | ) | (2,152 | ) | (3,460 | ) | |||
| Issuance of Sanofi shares | B.8.1. | 462 | 240 | 680 | |||||
| Dividends paid: | |||||||||
| to equity holders of Sanofi | (3,694 | ) | (3,676 | ) | (3,676 | ) | |||
| to non-controlling interests, excluding BMS(1) | (7 | ) | (6 | ) | (10 | ) | |||
| Transactions with non-controlling interests, other than dividends | (8 | ) | 2 | ||||||
| Additional long-term debt contracted | B.9.1. | 2 | 5 | 2,980 | |||||
| Repayments of long-term debt | B.9.1. | (456 | ) | (1,081 | ) | (3,032 | ) | ||
| Net change in short-term debt | (116 | ) | 1,191 | (324 | ) | ||||
| Acquisitions of treasury shares | B.8.2. | (1,244 | ) | (1,012 | ) | (1,801 | ) | ||
| Disposals of treasury shares, net of tax | 1 | 1 | |||||||
| Net cash provided by/(used in) financing activities | (5,060 | ) | (4,339 | ) | (5,180 | ) | |||
| Impact of exchange rates on cash and cash equivalents | 42 | 6 | 34 | ||||||
| Net change in cash and cash equivalents | (2,640 | ) | (3,951 | ) | (916 | ) | |||
| Cash and cash equivalents, beginning of period | 7,341 | 8,257 | 8,257 | ||||||
| Cash and cash equivalents, end of period | B.9. | 4,701 | 4,306 | 7,341 |
(1) See Note C.2. to the financial statements for the year ended December 31, 2014.
(2) Includes available-for-sale financial assets.
(3) This line item includes contributions paid to pension funds (see Note B.12.).
| Income tax paid | (1,059 | ) | (1,355 | ) | (2,697 | ) | |||
| Interest paid (excluding cash flows on derivative instruments used to hedge debt) | (190 | ) | (186 | ) | (445 | ) | |||
| Interest received (excluding cash flows on derivative instruments used to hedge debt) | 31 | 33 | 68 | ||||||
| Dividends received from non-consolidated entities | 5 | 3 | 5 |
(5) This line item also includes payments made in respect of contingent consideration identified and recognized as a liability in business combinations.
(6) This line item includes proceeds from disposals of investments in consolidated entities and of other non-current financial assets.
The accompanying notes on pages 8 to 32 are an integral part of the condensed half-year consolidated financial statements.
NOTES TO THE CONDENSED HALF-YEAR CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2015
Sanofi, together with its subsidiaries (collectively Sanofi or the Group ), is a global healthcare leader engaged in the research, development and marketing of therapeutic solutions focused on patient needs.
Sanofi is listed in Paris (Euronext: SAN) and New York (NYSE: SNY).
The condensed consolidated financial statements for the six months ended June 30, 2015 were reviewed by the Sanofi Board of Directors at the Board meeting on July 29, 2015.
A/ Basis of preparation of the half-year financial statements and accounting policies
A.1. INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS)
The half-year consolidated financial statements have been prepared and presented in condensed format in accordance with IAS 34 (Interim Financial Reporting). The accompanying notes therefore relate to significant events and transactions of the period, and should be read in conjunction with the consolidated financial statements for the year ended December 31, 2014.
The accounting policies used in the preparation of the consolidated financial statements as of June 30, 2015 comply with international financial reporting standards (IFRS) as endorsed by the European Union and as issued by the International Accounting Standards Board (IASB). The accounting policies applied as of June 30, 2015 are identical to those described in the notes to the published consolidated financial statements as of December 31, 2014.
IFRS as endorsed by the European Union as of June 30, 2015 are available under the heading IAS/IFRS Standards and Interpretations via the following web link:
A.2. USE OF ESTIMATES
The preparation of financial statements requires management to make reasonable estimates and assumptions based on information available at the date of the finalization of the financial statements. Those estimates and assumptions may affect the reported amounts of assets, liabilities, revenues and expenses in the financial statements, and disclosures of contingent assets and contingent liabilities as at the date of the review of the financial statements. Examples of estimates and assumptions include:
amounts deducted from sales for projected sales returns, chargeback incentives, rebates and price reductions;
impairment of property, plant and equipment, intangible assets, and investments in associates and joint ventures;
the valuation of goodwill and the valuation and useful life of acquired intangible assets;
the amount of post-employment benefit obligations;
the amount of provisions for restructuring, litigation, tax risks and environmental risks;
the amount of deferred tax assets resulting from tax losses available for carry-forward and deductible temporary differences;
the measurement of contingent consideration; and
which exchange rate to use at the end of the reporting period for the translation of accounts denominated in foreign currencies, and of financial statements of foreign subsidiaries, in cases where more than one exchange rate exists for a given currency.
For half-year financial reporting purposes, and as allowed under IAS 34, Sanofi has determined income tax expense on the basis of an estimate of the effective tax rate for the full financial year. This rate is applied to business operating income minus net financial expenses, and before (i) the share of profit/loss of associates and joint ventures and (ii) net income attributable to non-controlling interests. The estimated full-year effective tax rate is based on the tax rates that will be applicable to projected pre-tax profits or losses arising in the various tax jurisdictions in which Sanofi operates.
Actual results could differ from these estimates.
A.3. SEASONAL TRENDS
Sanofi s activities are not subject to significant seasonal fluctuations.
A.4. FAIR VALUE OF FINANCIAL INSTRUMENTS
Under IFRS 7 (Financial Instruments: Disclosures), fair value measurements must be classified using a hierarchy based on the inputs used to measure the fair value of the instrument. This hierarchy has three levels:
level 1: quoted prices in active markets for identical assets or liabilities (without modification or repackaging);
level 2: quoted prices in active markets for similar assets and liabilities, or valuation techniques in which all important inputs are derived from observable market data;
level 3: valuation techniques in which not all important inputs are derived from observable market data.
The table below sets forth the principles used to measure the fair value of the principal financial assets and liabilities recognized by the Group in its balance sheet:
| Level in | Method used to determine fair value | |||||||||||||||
| fair | Market data | |||||||||||||||
| Note | Type of financial instrument | Measurement principle | value hierarchy | Valuation technique | Valuation model | Exchange rate | Interest rate | Volatility | ||||||||
| B.6. | Available-for-sale financial assets (quoted equity securities) | Fair value | 1 | Market value | Quoted market price | N/A | ||||||||||
| B.6. | Available-for-sale financial assets (unquoted debt securities) | Fair value | 2 | Income approach | Present value of future cash flows | N/A | Mid swap + z spread for bonds of comparable risk and maturity | N/A | ||||||||
| B.6. | Long-term loans and advances and other non-current receivables | Amortized cost | N/A | N/A | The amortized cost of long-term loans and advances and other non-current receivables at the end of the reporting period is not materially different from their fair value. | |||||||||||
| B.6. | Financial assets recognized under the fair value option(1) | Fair value | 1 | Market value | Net asset value | N/A | ||||||||||
| B.10. | Forward currency contracts | Fair value | 2 | Present value of future cash flows | ECB Fixing | < 1 year: Mid Money Market > 1 year: Mid Zero Coupon | N/A | |||||||||
| B.10. | Currency options | Fair value | 2 | Income approach | Options with no knock-out feature: Garman & Kohlhagen Knock-out options: Merton, Reiner & Rubinstein | ECB Fixing | < 1 year: Mid Money Market > 1 year: Mid Zero Coupon | Mid in-the-money | ||||||||
| B.10. | Interest rate swaps | Fair value | 2 | Present value of future cash flows | N/A | < 1 year: Mid Money Market and LIFFE interest rate futures > 1 year: Mid Zero Coupon | N/A | |||||||||
| B.10. | Cross-currency swaps | Fair value | 2 | Present value of future cash flows | ECB Fixing | < 1 year: Mid Money Market and LIFFE interest rate futures > 1 year: Mid Zero Coupon | N/A | |||||||||
| B.9. | Investments in mutual funds | Fair value | 1 | Market value | Net asset value | N/A | ||||||||||
| B.9. | Negotiable debt instruments, commercial paper, instant access deposits and term deposits | Amortized cost | N/A | N/A | Because these instruments have a maturity of less than 3 months, amortized cost is regarded as an acceptable approximation of fair value as disclosed in the notes to the consolidated financial statements. | |||||||||||
| B.9. | Debt | Amortized cost(2) | N/A | N/A | In the case of debt with a maturity of less than 3 months, amortized cost is regarded as an acceptable approximation of fair value as reported in the notes to the consolidated financial statements. For debt with a maturity of more than 3 months, fair value as reported in the notes to the consolidated financial statements is determined either by reference to quoted market prices at the end of the reporting period (quoted instruments) or by discounting the future cash flows based on observable market data at the end of the reporting period (unquoted instruments). | |||||||||||
| B.11. | Liabilities related to business combinations and to non-controlling interests (CVRs) | Fair value | 1 | Market value | Quoted market price | N/A | ||||||||||
| B.11. | Liabilities related to business combinations and to non-controlling interests (other than CVRs) | Fair value(3) | 3 | Income approach | Under IAS 32, contingent consideration payable in a business combination is a financial liability. The fair value of such liabilities is determined by adjusting the contingent consideration at the end of the reporting period using the method described in Note B.11. |
(1) These assets are held to fund a deferred compensation plan offered to certain employees.
(2) In the case of debt designated as a hedged item in a fair value hedging relationship, the carrying amount in the consolidated balance sheet includes changes in fair value attributable to the hedged risk(s).
(3) For business combinations completed prior to application of the revised IFRS 3, contingent consideration is recognized when payment becomes probable. See Note B.3.1. to the consolidated financial statements for the year ended December 31, 2014.
A.5. CONSOLIDATION AND FOREIGN CURRENCY TRANSLATION OF THE FINANCIAL STATEMENTS OF VENEZUELAN SUBSIDIARIES
In 2015, Sanofi continues to account for subsidiaries based in Venezuela using the full consolidation method, on the basis that the criteria for control as specified in IFRS 10 (Consolidated Financial Statements) are met.
In February 2015, the Venezuelan government announced a reform to the foreign exchange system, which now consists of three exchange rates: the CENCOEX official rate which remains unchanged; an administered rate of approximately 12 bolivars per U.S. dollar (the SICAD rate); and a rate determined on the basis of the rates applied to market transactions of around 200 bolivars per U.S. dollar (the SIMADI rate).
For the purposes of preparing the consolidated financial statements, the financial statements of Sanofi s Venezuelan subsidiaries have been translated into euros on the basis of the CENCOEX official exchange rate, which is the rate used for the bulk of the foreign-currency transactions of those entities. This applies in particular to payments made to settle transactions with other consolidated Group entities.
In the first half of 2015, Venezuela contributed 399 million to consolidated net sales. The amount of cash held as of June 30, 2015 was 461 million, of which 457 million was subject to exchange controls (see Note B.9.). Although at this stage the CENCOEX official exchange rate is still applicable, Sanofi is exposed to a risk of devaluation of the Venezuelan bolivar. The table below shows, for information purposes, the estimated amount that would have been reported for the items mentioned above if the SICAD rate had been applied in translating (i) the foreign-currency liabilities recorded in the books of the Venezuelan subsidiaries and (ii) the local financial statements for the purpose of preparing the consolidated financial statements.
| Estimated amounts in million based on the SICAD exchange rate (12 bolivars per U.S. dollar) | |||
| Contribution to consolidated net sales (1) | 273 | ||
| Cash | 244 | ||
| Additional foreign exchange loss on translation of the foreign-currency accounts of Venezuelan subsidiaries (2) | (30 | ) |
(1) Impact also includes the restatement arising from the application of an estimated general price index in accordance with IAS 29 (Financial Reporting in Hyperinflationary Economies).
(2) Relates mainly to foreign-currency liabilities due to Group entities.
B/ Significant information for the first half of 2015
B.1. IMPACT OF CHANGES IN THE SCOPE OF CONSOLIDATION
The impacts of acquisitions made during the period are not material at Group level.
No material businesses or companies were divested during the period.
B.2. PROPERTY, PLANT AND EQUIPMENT
Acquisitions of property, plant and equipment during the first half of 2015 amounted to 532 million. These included 406 million of investments in the Pharmaceuticals segment, primarily in industrial facilities ( 220 million). The Vaccines segment accounted for 100 million of investments during the period, and the Animal Health segment for 26 million.
The group recognized impairment losses of 72 million against property, plant and equipment in the first half of 2015, mainly in the Pharmaceuticals segment.
Firm orders for property, plant and equipment stood at 435 million as of June 30, 2015.
B.3. GOODWILL AND OTHER INTANGIBLE ASSETS
Movements in intangible assets other than goodwill during the first half of 2015 were as follows
| ( million) | Acquired R&D | Products, trademarks and other rights | Software | Total other intangible assets | |||||
| Gross value at January 1, 2015 | 3,482 | 53,130 | 1,240 | 57,852 | |||||
| Acquisitions and other increases | 62 | 245 | 61 | 368 | |||||
| Disposals and other decreases | (19 | ) | (1,032 | ) | (4 | ) | (1,055 | ) | |
| Currency translation differences | 143 | 2,735 | 32 | 2,910 | |||||
| Transfers(2) | (258 | ) | 266 | 13 | 21 | ||||
| Gross value at June 30, 2015 | 3,410 | 55,344 | 1,342 | 60,096 | |||||
| Accumulated amortization & impairment at January 1, 2015 | (2,041 | ) | (40,352 | ) | (916 | ) | (43,309 | ) | |
| Amortization expense | (1,236 | ) | (53 | ) | (1,289 | ) | |||
| Impairment losses, net of reversals(1) | (20 | ) | (8 | ) | (28 | ) | |||
| Disposals and other decreases | 19 | 1,029 | 4 | 1,052 | |||||
| Currency translation differences | (89 | ) | (2,004 | ) | (22 | ) | (2,115 | ) | |
| Transfers(2) | (6 | ) | (6 | ) | |||||
| Accumulated amortization & impairment at June 30, 2015 | (2,131 | ) | (42,571 | ) | (993 | ) | (45,695 | ) | |
| Carrying amount at January 1, 2015 | 1,441 | 12,778 | 324 | 14,543 | |||||
| Carrying amount at June 30, 2015 | 1,279 | 12,773 | 349 | 14,401 |
(2) The Transfers line mainly relates to acquired R&D that came into commercial use during the period and is being amortized from the date of marketing approval.
Acquisitions of other intangible assets (excluding software) during the first half of 2015 amounted to 307 million.
The item Products, trademarks and other rights mainly comprises:
marketed products, with a carrying amount of 12.1 billion as of June 30, 2015 (versus 12.3 billion as of December 31, 2014) and a weighted average amortization period of approximately 10 years;
trademarks, with a carrying amount of 0.4 billion as of June 30, 2015 and December 31, 2014 and a weighted average amortization period of approximately 13 years.
The table below provides information about the principal marketed products, representing 89% of the carrying amount of that item as of June 30, 2015:
| ( million) | Gross value | Amortization and impairment | Carrying amount at June 30, 2015 | Amortization period(1) (in years) | Residual amortization period(2) (in years) | Carrying amount at December 31, 2014 | |||||||
| Genzyme | 10,438 | (4,566 | ) | 5,872 | 10 | 8 | 5,788 | ||||||
| Aventis | 32,508 | (30,784 | ) | 1,724 | 9 | 4 | 1,993 | ||||||
| Merial | 4,464 | (2,456 | ) | 2,008 | 10 | 5 | 2,060 | ||||||
| Chattem | 1,337 | (380 | ) | 957 | 22 | 18 | 910 | ||||||
| Zentiva | 902 | (684 | ) | 218 | 9 | 5 | 249 | ||||||
| Total: principal marketed products | 49,649 | (38,870 | ) | 10,779 | 11,000 |
(1) Weighted averages. The amortization periods for these products vary between 1 and 25 years.
(2) Weighted averages.
Goodwill amounted to 40,661 million as of June 30, 2015 versus 39,197 million as of December 31, 2014. The movement during the first half of 2015 was due to currency translation differences.
B.4. IMPAIRMENT OF INTANGIBLE ASSETS
The results of impairment tests conducted in accordance with IAS 36 (Impairment of Assets) as of June 30, 2015 led to the recognition of a net impairment loss of 28 million. This mainly relates to the discontinuation of development projects.
B.5. INVESTMENTS IN ASSOCIATES AND JOINT VENTURES
For definitions of the terms associate and joint venture , refer to Note B.1. to the consolidated financial statements for the year ended December 31, 2014.
Investments in associates and joint ventures break down as follows:
| ( million) | % interest | June 30, 2015 | December 31, 2014 | ||||
| Regeneron Pharmaceuticals, Inc.(1) | 22.1 | 2,021 | 1,942 | ||||
| Sanofi Pasteur MSD | 50.0 | 256 | 261 | ||||
| InfraServ GmbH & Co. H chst KG | 31.2 | 71 | 90 | ||||
| Entities and companies managed by Bristol-Myers Squibb(2) | 49.9 | 45 | 42 | ||||
| Other investments | 65 | 49 | |||||
| Total | 2,458 | 2,384 |
(1) Sanofi s investment in Regeneron Pharmaceuticals, Inc. has been included in Investments in associates and joint ventures since April 2014.
(2) Under the terms of the agreements with Bristol-Myers Squibb (BMS) (see Note C.2. to the consolidated financial statements for the year ended December 31, 2014), the Group s share of the net assets of entities majority-owned by BMS is recorded in Investments in associates and joint ventures.