IMS Health Holdings, Inc. - FORM 8-K/A - EX-99.1

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8-K/A - FORM 8-K/A - IMS Health Holdings, Inc.	d919873d8ka.htm
EX-99.2 - EX-99.2 - IMS Health Holdings, Inc.	d919873dex992.htm

Exhibit 99.1

CRM and Strategic Data

Combined Financial Statements

as of and for the years ended

December 31, 2014, 2013 and 2012.

MAZARS

61, rue Henri Regnault

92400 Courbevoie

S.A au capital de € 8.320.000

Commissaire aux Comptes

Membre de la compagnie

Régionale de Versailles

CEGEDIM

Year ended December 31, 2014, 2013 and 2012

Cegedim’s statutory auditor’s report on CRM and Strategic Data combined financial statements as of and for the years ended December 31, 2014, 2013 and 2012.

To the Chairman of the Board,

Cegedim SA (the “Parent”)

We have audited the accompanying combined financial statements of CRM and Strategic Data activities, which comprise the combined balance sheets as of December 31, 2014, 2013 and 2012, and the related combined statements of income, combined statements of comprehensive income (loss), combined statements of changes in Parent’s net investment and combined statements of cash flows for each of the three years then ended and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these combined financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control. Accordingly, we express no such opinion.

An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of CRM and Strategic Data activities as of December 31, 2014, 2013 and 2012, and the results of its operations and its cash flows for the three years in the period ended December 31, 2014 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Without qualifying our opinion, we draw your attention to the Note 1 to the combined financial statements which explains the basis of preparation of these financial statements.

Courbevoie / Paris-La Défense,

March 30, 2015

/s/Mazars

Mazars

Jérôme de Pastors

Table of contents



Combined Income Statement			4

Combined Statement of Comprehensive Income			5

Combined Balance Sheet			6

Combined Statement of change in Parent’s Net Investment			7

Combined Statement of Cash Flows			8

Note 1 – Basis of preparation			8

Note 2 – Summary of significant accounting policies			11

Note 3 – Revenue			22

Note 4 – External expenses			22

Note 5 – Employee expenses			22

Note 6 – Capitalized development costs			23

Note 7 – Depreciation and amortization expenses			23

Note 8 – Non-recurring income and expenses			23

Note 9 – Financial income / expense, net			23

Note 10 – Income tax expense			24

Note 11 – Investments accounted using the equity method			26

Note 12 – Goodwill			27

Note 13 – Intangible assets			32

Note 14 – Tangible assets			33

Note 15 – Other long-term financial assets			34

Note 16 – Deferred tax assets and liabilities			35

Note 17 – Inventory and work in progress			37

Note 18 – Trade receivables			37

Note 19 – Other receivables			38

Note 20 – Cash and cash equivalents			38

Note 21 – Share-based payments			38



Note 22 – Net financial debt			40

Note 23 – Derivative financial instruments			40

Note 24 – Provisions			41

Note 25 – Post-employment benefits			42

Note 26 – Other liabilities			45

Note 27 – Trade and other payables			45

Note 28 – Leases			46

Note 29 – Related Parties			47

Note 30 – Financial instruments			48

Note 31 – Legal entities			50

Combined Income Statement


			Years ended December 31,
(In thousands of euros)	Note		2014			2013			2012
Revenue		3		445 240			443 094			474 358

Purchased used				(17 552	)		(19 196	)		(19 241	)
External expenses		4/6		(133 297	)		(134 739	)		(146 507	)
Taxes				(4 516	)		(4 146	)		(5 133	)
Employee expenses		5/6		(219 638	)		(218 542	)		(236 928	)
Allocations to and reversals of provisions				(2 121	)		(2 352	)		(2 942	)
Changes in inventories				(2	)		(22	)		(125	)
Other operating income and expense				(684	)		(430	)		(826	)
EBITDA				67 431			63 667			62 656

Depreciation and amortization expenses		7		(27 560	)		(23 862	)		(25 750	)
Operating income from recurring operations				39 871			39 805			36 906

Impairment of goodwill		12		(218 869	)		(63 300	)		(115 000	)
Other non-recurrent income and expenses				(3 482	)		(5 242	)		(9 918	)
Non-recurrent income and expenses from operations		8		(222 351	)		(68 542	)		(124 918	)

Operating income				(182 479	)		(28 736	)		(88 012	)

Income from cash and cash equivalents				822			1 268			1 072
Cost of financial liabilities				(7 042	)		(12 957	)		(24 782	)
Other financial income and expenses				(1 704	)		(1 994	)		(879	)
Financial income / expense, net		9		(7 924	)		(13 683	)		(24 589	)

Current income tax				(9 416	)		(10 235	)		(10 732	)
Deferred tax				(1 724	)		(1 270	)		6 505
Total Income taxes		10		(11 140	)		(11 505	)		(4 228	)
Share of profit of investments accounted for using the equity-method		11		71			46			(1	)

PROFIT (LOSS) FOR THE YEAR				(201 472	)		(53 878	)		(116 829	)

Profit (Loss) attributable to :
-Owners of the Parent				(201 473	)		(53 880	)		(116 830	)
-Non-controlling interests				(1	)		(1	)		(1	)

Combined Statement of Comprehensive Income


	Years ended December 31,
(In thousands of euros)	2014			2013			2012
Profit (loss) for the year		(201 472	)		(53 878	)		(116 829	)
Other comprehensive income for the year
Items that will not be reclassified to profit or loss :
-Actuarial differences relating to provisions for pensions		124			949			(1 397	)
Items that will be reclassified to profit or loss :
-Currency translation differences		54 416			(15 629	)		(3 877	)
TOTAL COMPREHENSIVE INCOME FOR THE YEAR		(146 932	)		(68 558	)		(122 103	)

Profit (Loss) attributable to :
-Non-controlling interests		(1	)		(1	)		(1	)
-Owners of the Parent		(146 931	)		(68 557	)		(122 102	)

Combined Balance Sheet


									January 1,
(In thousands of euros)	Note		2014		2013		2012		2012
GOODWILL		12		201 791		358 700		444 409		568 440

INTANGIBLE ASSETS		13		133 997		128 389		118 006		105 373

TANGIBLE ASSETS		14		9 734		14 299		19 012		21 191

LONG-TERM FINANCIAL ASSETS		15		46 321		63 514		47 383		64 925

Investments accounted using the equity method		11		129		96		49		0
Deferred tax assets		16		37 354		38 879		40 779		32 356
Other receivables		19		390		814		646		571
NON-CURRENT ASSETS				37 873		39 789		41 475		32 927

Inventories		17		1 144		1 147		1 462		1 615
Advances and deposits received on orders				235		134		543		230
Trade receivables		18		129 187		120 853		126 465		135 272
Other receivables		19		12 390		10 463		11 092		9 642
Cash equivalents		20		2 350		1 173		450		9 623
Cash		20		103 051		70 123		46 319		48 725
Prepaid expenses				6 238		8 149		8 402		11 314
CURRENT ASSETS				254 595		212 043		194 734		216 419

TOTAL ASSETS				684 312		816 734		865 019		1 009 275


									January 1,
(In thousands of euros)	Note		2014		2013		2012		2012
Parent’s net investment				274 672		365 628		280 858		401 299
Other Comprehensive income (loss)				58 639		4 100		18 780		24 054
Total parent’s net investment attributable to the combined group (except non-controlling interest)				333 312		369 728		299 638		425 353

Non-controlling interest				4		104		104		103
TOTAL PARENT’S NET INVESTMENT ATTRIBUTABLE TO THE COMBINED GROUP				333 316		369 832		299 742		425 456

Borrowings		22		—		193 640		220 000		220 000
Other financial liabilities				826		844		1 037		963
Deferred tax liabilities		16		7 810		7 275		7 302		7 470
Provisions		24		14 966		10 278		13 592		13 384
Other liabilities		26		1 458		2 302		3 103		3 188
NON-CURRENT LIABILITIES				25 059		214 339		245 034		245 005

Borrowings		22		160 435		89 891		194 725		193 151
Other financial liabilities				242		241		357		308
Trade payables and other payables		27		30 616		36 592		36 972		36 768
Tax and social security liabilities				59 409		55 632		57 243		59 713
Provisions		24		1 704		3 419		3 591		3 959
Other liabilities		26		73 530		46 789		27 355		44 914
CURRENT LIABILITIES				325 937		232 563		320 243		338 814

TOTAL LIABILITIES				684 312		816 734		865 019		1 009 275

Combined Statement of change in Parent’s Net Investment


			Parent’s net investment			Actuarial differences relating to provisions for pensions			Currency translation differences			Total other comprehensive income			Total Parent’s net investment			Non-controlling interest			Total Parent’s net investment attributable to the combined group
Balance as of January 1, 2012				401 299						24 054			24 054			425 353			103			425 456
Profit / (loss) for the year				(116 829	)											(116 829	)		1			(116 828	)
Other comprehensive income for the year							(1 397	)		(3 877	)		(5 274	)		(5 274	)					(5 274	)
Total comprehensive income for the year				(116 829	)		(1 397	)		(3 877	)		(5 274	)		(122 103	)		1			(122 102	)
Free shares award plan				292												292						292
Capital transactions				759												759						759
Dividends distribution				(4 724	)											(4 724	)					(4 724	)
Contribution from Parent				61												61						61
Balance as of December 31, 2012				280 858			(1 397	)		20 178			18 780			299 638			104			299 742

Profit / (loss) for the year				(53 879	)											(53 879	)		1			(53 878	)
Other comprehensive income for the year							949			(15 629	)		(14 680	)		(14 680	)					(14 680	)
Total comprehensive income for the year				(53 879	)		949			(15 629	)		(14 680	)		(68 559	)		1			(68 558	)
Free shares award plan				(122	)											(122	)					(122	)
Capital transactions	(1	)		130 870												130 870						130 870
Dividends distribution				(616	)											(616	)					(616	)
Contribution from Parent				8 517			—									8 517			(1	)		8 516
Balance as of December 31, 2013				365 628			(448	)		4 548			4 100			369 728			104			369 832

Profit / (loss) for the year				(201 472	)											(201 472	)		1			(201 471	)
Other comprehensive income for the year							124			54 416			54 539			54 539						54 539
Total comprehensive income for the year				(201 472	)		124			54 416			54 539			(146 933	)		1			(146 932	)
Free shares award plan				(522	)											(522	)					(522	)
Capital transactions	(2	)		66 933												66 933						66 933
Dividends distribution				(9 530	)											(9 530	)					(9 530	)
Contribution from Parent				53 636												53 636			(101	)		53 535
Balance as of December 31, 2014				274 672			(325	)		58 964			58 639			333 312			4			333 316

(1)	The capital transactions for €130m relate to capital increases granted by the Parent in favor of Group companies (its US affiliates, and the French CDS and CSD entities).

(2)	The capital transactions for €67m relate to capital increases and decreases granted by the Parent in favor of Group companies (its US affiliates, and the French CDS and CSD entities).

Combined Statement of Cash Flows


	Years ended December 31,
(In thousands of euros)	2014			2013			2012
PROFIT (LOSS) FOR THE YEAR		(201 472	)		(53 879	)		(116 829	)
Adjustment for :
-Share of profit of investments accounted for using the equity-method		(71	)		(46	)
-Depreciation, amortization and provisions (1)		245 459			85 317			139 211
-Capital gains or losses on disposals		525			178			43
Financial income / expense, net		7 924			13 683			24 589
Income tax expense		11 140			11 505			4 228
Income Tax paid		(7 352	)		(9 704	)		(14 498	)
Change in working capital requirements for operations : surplus /requirement		(6 535	)		4 023			3 454
Change in working capital requirements for operations : OPUS (2)		20 813			18 823			(1 878	)
Net cash generated from operating activities (A)		70 431			69 898			38 321

Purchases of intangible assets		(26 930	)		(27 616	)		(30 114	)
Purchases of tangible assets		(3 935	)		(3 913	)		(5 675	)
Purchases of long-term investments		0			0			(1 202	)
Proceeds from sale of tangible and intangible assets		1 167			304			198
Proceeds from sale of long-term investments		917			147			0
Acquisition of subsidiary, net of cash acquired		0			(26	)		(249	)
Dividends received from investments accounted for using the equity-method		38			0			0
Net cash used in investing activities (B)		(28 743	)		(31 104	)		(37 042	)

Dividends paid to non-controlling interest		(9 533	)		(616	)		(4 724	)
Capital transaction		66 933			130 870			759
Parent’s investment		56 856			8 087			(12 305	)
Issuance and Repayment of other borrowings (current account) ⁽³⁾		(121 567	)		(137 252	)		28 724
Interests paid on other borrowings		(6 983	)		(12 688	)		(24 606	)
Other financial income and expense paid or received		(1 267	)		(995	)		17
Net cash used in financing activities (C )		(15 561	)		(12 594	)		(12 134	)

Net (decrease)/increase in cash and cash equivalents excluding currency effect (A+B+C)		26 127			26 200			(10 855	)

Exchange gains/(losses) on cash and cash equivalents		7 789			(1 673	)		(724	)
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS		33 916			24 527			(11 579	)

Cash and cash equivalents at beginning of year		71 296			46 769			58 348
Cash and cash equivalents at end of year		105 212			71 296			46 769

(1)

including impairment of goodwill on acquisition in the of €115m as at 12/31/2012, €63.3m as at 12/31/2013 and €218 869 as at 12/31/2014.

(2)

Opus is a co-pay card service for patients, pre-funded by the pharmaceutical companies

(3)

current account with Parent company

Note 1 – Basis of preparation

General

Cegedim SA (“Cegedim Group” or “the Parent”) is a publicly listed Company on Euronext Paris Exchange and is a global technology and services company specializing in the healthcare field. On 17 October 2014, Cegedim SA and IMS Health Holding, Inc, a company listed on the New York Stock Exchange, entered into a definitive agreement regarding the sale of the CRM and Strategic Data (“the Group”) division of Cegedim Group.

In order to provide insight into the historical performance and financial position of the Group, these Combined Financial Statements have been prepared as of and for the years ended December 31, 2014, 2013 and 2012.

Business

The Group supports the marketing and service operations of pharmaceutical, biotech, other healthcare companies and other businesses by providing them with various services relying on the Group’s software, databases and analysis.

The range of products and services includes (i) databases containing information on medical practitioners and prescribers, including Cegedim OneKey database, (ii) sales and marketing management systems, including the Cegedim CRM software suite, (iii) strategic marketing and medical research, (iv) software and analytical systems for assessing the effectiveness of advertising and promotional activity and (v) business intelligence service and (vi) compliance services which allow pharmaceutical, biotech and other healthcare companies to better communicate the correct usage of drugs and help them ensure that their marketing activities comply with applicable laws and regulations.

Adoption of IFRS

These Combined Financial Statements have been prepared in conformity with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board.

The Group has applied IFRS 1, First-Time Adoption of International Financial Reporting Standards (“IFRS 1”) in its adoption of IFRS. The Transition Date for the Group was 1 January 2012. The Group has applied IFRS standards effective for the period ended 31 December 2013 to all years presented in these Combined Financial Statements, as if these standards had always been in effect (subject to the mandatory and optional IFRS 1 exemptions discussed below). Prior to the Group’s first-time adoption of IFRS, it reported financial information to Cegedim group for its preparation of consolidated financial statements in accordance with IFRS.

The Group has applied certain optional exemptions and certain mandatory exceptions as applicable for first-time IFRS adopters. Estimates made by the Group in preparing its first IFRS financial statements reflect the facts and circumstances at the time such estimates were made. Accordingly, the estimates made by the Group to prepare these Combined Financial Statements are consistent with those made in the historical reporting of financial information to the Parent.

Since the Group has not previously prepared financial statements, these Combined Financial Statements do not include IFRS 1 first-time adoption reconciliations.

Basis of combination

The list of legal entities and business units included within these Combined Financial Statements, which together form the Group business are listed in Note 31. These entities were historically managed as a single operating segment within Cegedim Group. However, as these entities did not form a legal group, these financial statements are prepared on a combined basis.

These Combined Financial Statements have been prepared from the consolidated accounting records of Cegedim Group and reflect the historical bases of Cegedim Group in the assets, liabilities and results of operations of the Group.

These Combined Financial Statements include all the assets, liabilities, revenue and expenses specifically attributable to the Group business division, as well as allocations of shared corporate and IT support costs.

All intercompany accounts and transactions between the combined entities have been eliminated on combination. All transactions and balances with the Parent entity or the Parent’s group are reflected as related party transactions and balances.

Parent’s Net Investment is shown in lieu of ‘Shareholders’ equity’ in these Combined Financial Statements and represents the sum of accumulated capital invested by Cegedim Group, accumulated earnings of the Group operations and theoretical equity generated by the carve-out operations.

The following assumption applied to shares investments in affiliates which do not belong to the sold perimeter, although they are still owned by the Group as of the date of the combined financial statements: these shares investments were neutralized against the Parent’s net investment caption.

The Parent’s net investment caption thus includes:

•

Elimination of the cash resulting from the presale legal reorganizations undertaken by the Parent, in order to transfer out of the Group such affiliates which do not belong to the sold perimeter (59 M€ in 2014);

•

Dividends received from affiliates which do not belong to the sold perimeter (3 M€ in 2012, 4 M€ in 2013 and 2014).

The Group has historically operated as part of Cegedim group and not as a separate stand-alone entity. Accordingly, these Combined Financial Statements do not necessarily reflect what its combined results of operations, financial position and cash flows would have been had the Group operated as a stand-alone entity apart from Cegedim Group for the periods presented, and may also not be indicative of the Group’s future performance.

Costs allocations

These Combined Financial Statements reflect allocations of shared corporate and IT support costs as follows:

•

The Group benefits from certain corporate support services provided by the Parent, including general management, finance, legal, human resources and marketing support. The cost of these centralized functions is allocated to the Group, using relevant allocation keys such as headcount or revenue, as appropriate. Corporate cost allocations are reflected in related party expenses in these Combined Financial Statements, as described in Note 29.

•

The central IT function of Cegedim Group, which includes data center and other IT shared services, primarily supports the Group business and, to a lesser extent, other businesses of Cegedim Group. These Combined Financial Statements include all assets and expenses related to the Cegedim central IT function. Costs allocated to other Cegedim businesses are reflected as related party revenue (see Note 29). IT costs are invoiced directly on an on-demand basis or allocated according to actual consumption.

Management believes that the assumptions and allocation methodologies are reasonable; however, they may not be indicative of the actual expenses that would have been incurred had the Group been operating as a separate entity apart from Cegedim Group.

Goodwill

These combined financial statements reflect the goodwill attributable to the Group business, based on the amount historically recorded at Cegedim Group consolidated level, and as adjusted for impairment tests performed at the level of the Group’s Cash Generating Units, as defined in Notes 2 and 12.

Share-based payments

A number of the Group employees have historically benefited from share-based payments awards granted by the Parent. These awards have been reflected as equity settled share-based payment transactions in these Combined Financial Statements, in accordance with the IFRS 2 rules applicable to Group plans.

Financing

These Combined Financial Statements reflect the cash and debt balances and related interest income and expense historically recorded by the Group legal entities. It includes intercompany debt with the Parent and its other subsidiaries. In France, the Group operation has not been managed as a separate legal entity (for such portion of the business operated within Cegedim SA) and, consequently, does not have its own cash and debt balance relating to Cegedim SA. Accordingly all operating cash flows (net of capital expenditures) generated by Cegedim SA for the Group business are deemed to be distributed to (or financed by) the Parent.

Pensions

These Combined Financial Statements include expense and liabilities attributable to defined benefit plans related to the Group employees.

Taxation

In certain jurisdictions, the Group’s operations were included in the same taxable entity as other Parent operations. For the purposes of these Combined Financial Statements, income taxes are presented as if the Group had filed separate tax returns (i.e., separately from the Parent’s operations) in the material jurisdictions in which it operates. Current income taxes are assumed to be settled with the Parent, through Parent’s net investment.

Note 2 – Summary of significant accounting policies

The principal accounting policies applied in the preparation of these Combined Financial Statements are set out below. These policies have been applied consistently to all years presented, unless otherwise stated. They are consistent with the accounting principles of the Cegedim Group.

General principle

These Combined Financial Statements are prepared according to the historical cost principle; except for financial instruments recorded at their fair value.

Combination methods

Subsidiaries (or equity investments) are included in the combination scope on the date on which control (or significant influence) is effectively transferred to the Group, while subsidiaries (or equity investments) sold are excluded from the combination scope on the date on which control (or significant influence) is lost.

Subsidiaries over which the Group exercises exclusive control are combined using the full combination method, even if the percentage held is less than 50%. Exclusive control is assumed to exist if the parent company directly or indirectly holds the power to dictate the financial and operational policies of a company so as to benefit from its activities.

•

The full combination method used is the method by which the assets, liabilities, income and expenses are fully combined. The share in net assets and net earnings attributable to the minority shareholders is presented separately as minority interests in the combined balance sheet and the combined income statement.

•

Equity investments over which the Group exercises significant influence are consolidated using the equity method. Significant influence is presumed if the Group holds a percentage of voting rights greater than or equal to 20%. According to this method, the Group records the “share of the profit (loss) of investments accounted for using the equity method” on a specific line of the combined income statement.

Foreign currency transactions and translations

Transactions in foreign currencies

The functional currency of each Group entity is the currency of the primary economic environment in which the entity operates. Foreign currency transactions are converted into the functional currency using the rate at the date of the transaction. Foreign exchange gains or losses resulting from the settlement of such transactions and from the translation at year-end rates of monetary assets and liabilities denominated in foreign currencies are recognized in the Combined Income Statement.

Translation to presentation currency

These Combined Financial Statements are presented in euros, which is the Group’s presentation currency. The results and financial position of Group entities that have a functional currency different from the presentation currency are converted into the presentation currency using:

•

the official closing rate for assets and liabilities;

•

the average monthly rate for items of the income statement and the cash flow statement;

•

the historical rate for Parent’s net investment.

All resulting exchange differences are recognized as currency translation adjustments within the Other Comprehensive Income.

Business combinations and goodwill

Business combinations are accounted for using the acquisition method in accordance with the provisions of standard IFRS 3 – Business combinations.

The assets, liabilities and contingent liabilities of the identified entity acquired are accounted for at their fair value.

The difference between the acquisition price and the Group’s interest in the net fair value of assets, liabilities and contingent liabilities of the acquired entity at the acquisition date is recorded as goodwill. In general, the acquisitions made by the Group correspond to acquisitions of market shares leading to limited allocations of acquisition goodwill. If the acquisition price is less than the fair value of the identified assets, liabilities and contingent liabilities acquired, the difference is immediately recognized as “badwill” in the income statement.

Goodwill on acquisition is recorded in the functional currency of the entity acquired. Standard IAS 21 (§ 47) requires that goodwill on acquisition in foreign currencies be recognized at the closing rate on each accounting closing date and not at the historical cost.

Goodwill on acquisition is not depreciated and is subject, in accordance with revised standard IAS 36, to impairment testing when an impairment indicator is identified and at least once a year (see § “Impairment of Assets”). If necessary, impairments are recorded as “Other non-recurring income and expenses from operations.”

If the current value of goodwill is less than the net book value, the difference in value is recorded on the income statement.

The current value is estimated based on the present and future profitability of the business concerned.

Intangible assets (IAS 38)

Intangible assets acquired separately or in connection with a business combination

The intangible assets acquired separately (primarily software) are recorded initially at their historical cost.

They are recognized when (1) it is probable that future economic benefits attributable to them will go to the Group and (2) their cost can be measured reliably.

Intangible assets acquired in connection with business combinations are recorded at their fair value at the acquisition date.

Intangible assets with a defined useful life are assessed and recognized according to the cost model. The depreciable base is amortized over its useful life. They may be depreciated in the event of a loss of value (cf § depreciations of assets).

The useful lives of the intangible assets are revised periodically. If necessary, resulting changes are recognized.

With the exception of goodwill, intangible assets are amortized using the straight-line method over their useful life (excluding those with an indefinite life span). The value of depreciated intangible assets is tested if an impairment indicator is identified. If necessary, impairments are recorded as “Other non-recurring income and expenses from operations.”

Research and development / internally developed software

Research expenses are recorded as expenses when incurred.

Development costs for new internal projects are capitalized if the following criteria are fully satisfied in accordance with IAS 38:

•

The project is clearly identified and the related costs are separable and tracked reliably;

•

The technical feasibility of the project has been demonstrated, and the Group has the intention and the financial capacity to complete the project and use or sell the products resulting from the project;

•

It is probable that the project will generate future economic benefits that will flow to the Group.

Otherwise, the development costs are recorded as expenses when incurred.

Once in use, an asset whose development is complete is removed from the development costs item and recognized under the corresponding asset item (generally software).

Depreciation starts when the fixed asset is available for use and is calculated over its foreseeable useful life.


Project type	Useful life
Structuring projects		15-20 years
Strategic projects		8-10 years
Current developments		5 years
Targeted projects		2-4 years

Tangible assets

Tangible assets consist primarily of computer hardware and production equipment and are recorded at their purchase cost less accumulated depreciation and impairment losses.

The useful lives of the fixed assets are revised periodically. If necessary, resulting changes are recognized.

Depreciation is calculated based on the economic service life; the depreciable basis used being the purchase cost less any estimated residual value.

The following depreciation terms are used:


Description	Useful life
IT equipment
Computer		3-4 years
Hardware		5-15 years
Industrial equipment
Printing equipment		8-10 years
Industrial equipment and machinery		5-8 years
Fixtures and fittings		8-15 years
Vehicules		4 years
Office equipment		4 years
Furnitures		8 years

Additionally, IAS 16 prescribes the separate component approach for assets that can be broken down into elements that each have different uses or offer economic benefits at a different rate. However, the Group does not own any asset of such kind.

Tangible assets are amortized using the straight-line method over their useful life. Tangible assets are subject to impairment testing if an impairment indicator is identified. If necessary, additional impairment is recorded in the income statement as “Other non-recurring income and expenses from operations.”

Impairment of intangible assets (IAS36)

The Group evaluates the recoverability of its long-term assets as follows:

•

Amortized Intangible Assets (software, databases).

Although these intangible assets are amortized, they are individually monitored. This monitoring is based on indices intended to detect a possible loss of value, namely the productivity of the asset or business opportunities. In the presence of a loss of value, the Group carries out an impairment test that may result in the recognition of additional impairment;

•

Unamortized Intangible Assets (trademarks, goodwill).

Once a year, the Group performs impairment tests to assess the possible loss of value for these assets. Impairment tests are performed on the Cash Generating Units (CGUs) to which these assets may be allocated. The recoverable amount of a CGU is the higher of its fair value (less costs of disposal) and its value in use.

A loss in value is recognized if the recoverable amount of an asset or of a CGU is less than its book value.

If the CGU tested includes goodwill, the impairment is first allocated to this goodwill. Impairment is recognized under “Other non-recurring income and expenses from operations” and is clearly explained in the notes to the combined financial statements.

Sensitivity tests are conducted on various parameters, namely by varying the assumptions used for the discount rate, the perpetuity growth rate, and EBIT and Free Cash Flow growth.

Cash Generating Units (CGU)

The CGU is the smallest identifiable group of assets that generates cash flows which are largely independent of the cash inflows generated by other assets or groups of assets. CGUs generally correspond to a set of entities contributing to the same sector of activity (type of services) and using the same tools. The Group was split across three geographic CGUs until mid-2013, which have then ceased to be relevant. Since then the Group has been trading as a single CGU, and as such is not further divided into smaller groups of assets.

Value in use

Value in use of a CGU is determined using the Discounted Cash Flow (DCF) method.

The methodology for constructing the business plans aims to make forecasts over five years, consistent with the assumptions used by the Group’s different operating managers in their strategic plans. These business plans are reviewed by the audit committee and the Board of Directors.

The cash flows expected beyond the five-year business plan are captured in a terminal value determined by a margin projected from the average observed rate in the five-year forecast.

Discount rate

The Group uses a single rate for all CGUs. The skills center and databases used to support all of these Group services are centralized and the distribution is local. In addition, the Group’s customers in its core business are worldwide groups with whom contracts are more and more concluded on a worldwide basis.

According to paragraphs 55 and 56 of the IAS 36 standard, the discount rate used by the Group corresponds to a pre-tax rate based on an average weighted cost of capital for the industry where the Group belongs.

The calculations mainly refer to comparable stock samples and benchmark indexes to determine the Group’s own risk premium and beta coefficient. It is updated as required according to market conditions and at least once a year.

Perpetuity growth rate

The perpetuity growth rate chosen is based on economic data that is weighted so as to reflect the specificities of the Group.

Deferred taxes (IAS 12)

Deferred taxes are calculated using the variable tax rate method for all temporal differences between the book value entered in the combined financial statements and the tax basis of the Group’s assets and liabilities. Deferred tax assets and liabilities are valued at the tax rate expected to be applied for the fiscal year during which the asset will be realized or the liability paid, based on the tax rates approved on the closing date.

Deferred tax assets on deductible temporal differences and on unused tax losses carried forward are recognized to the extent that it is likely that future taxable profits will be offset by as yet unused tax losses.

Deferred tax assets and liabilities are not discounted. They are offset when (1) the entity has a legally enforceable right to offset tax assets and liabilities, (2) they relate to income taxes levied by the same taxation authority on the same taxable entity.

Inventories of goods and services in progress (IAS 2)

Inventories of goods – They are valued using the weighted average cost method. The gross value of goods and supplies includes the purchase price and ancillary expenses. They are stated at the lower of cost or net realizable value. Cost is determined by the weighted average cost method and includes the impact of rebates, discounts and other cash consideration received from a vendor related to inventory purchases. Net realizable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.

Services in progress – The inventory value consists solely of the direct costs recorded on contracts being performed. An impairment is recorded when future billings for work in progress will not cover the corresponding direct costs.

Accounts receivable and other operating receivables

Accounts receivable

Accounts receivable are initially valued at fair value then at amortized cost and are individually monitored. An impairment is established when the inventory value is less than the recorded value based on the probability of recovery.

Other receivables

Receivables are accounted for at their discounted amount if they are payable in more than one year and if the effects of discounting are significant.

Cash and cash equivalents

Cash and cash equivalents comprise cash at banks, highly liquid investments with original maturities of three months or less and investments in money market funds that are readily convertible to known amounts of cash and are subject to insignificant risk of changes in value.

Cash equivalents are valued at their market value on the closing date. Differences in value are recorded as financial earnings.

Provisions and contingent liabilities (IAS 37)

A provision is recorded if the Group has an obligation resulting from past events, whose settlement should correspond to an outflow with an economic benefit and whose amount can be reasonably measured. The provision is maintained as long as the due date and the amount of the outflow of resources have not been precisely determined.

Provisions are estimated on a case by case basis or based on statistics when they include a lot of items. They are discounted when they are due in more than one year. The Group’s main commitments (excluding retirement compensation) are intended to cover employee, client and supplier litigation.

Retirement benefits (IAS 19)

Defined-contribution plans – Defined-contribution plans are post-employment benefit plans under which an entity makes fixed contributions to a separate entity (a pension fund) and shall have no legal or constructive obligation to pay additional contributions if the fund has insufficient assets to provide all the benefits corresponding to the services rendered by employees during current and prior periods. These contributions are recorded as expenses for the period in which they are due with no liability recognized in the balance sheet.

Defined-benefit plans – The defined-benefit plans designate post-employment benefits other than defined-contribution plans.

They primarily involve retirement obligations. If these obligations are assumed directly by the Group’s companies, the corresponding actuarial liabilities are covered by a provision in the balance sheet.

Since 2011, the Group has applied the IAS 19 standard, as amended, allowing the recognition directly in equity of actuarial gains and losses arising from changes in the assumptions in the calculation of such liabilities.

Actuarial liabilities are calculated using the projected credit units method and are based on valuations specific to each country and to each company of the Group; these valuations include assumptions concerning wage increases, inflation, life expectancy and employee turnover. The discount rate applied to retirement obligations is determined using the closing benchmark market rate based on first-class bonds. In countries where this type of market is not active, the Group uses the closing rate of government bonds.

Additionally, the impact of changes to the collective bargaining agreements on the valuation of the provision for retirement is spread over the residual length of the employees’ working life.

Finally, if this obligation is partially or completely covered by funds paid by the companies of the Group to financial agencies, the amounts of these dedicated investments are deducted from the liability on the balance sheet.

Revenue recognition (IAS 18)

The Group’s revenues consist primarily of various types of services, software sales and, to a lesser extent, hardware sales.

Service revenue

The main categories of services and the methods of revenue recognition are as follows:

•

Access to the Group’s databases is generally realized by subscription with periodic billing (monthly or yearly); sales revenues are then recorded on a prorated basis according to elapsed time;

•

Standard and specific studies supplied by the Group are recorded when they are delivered to clients;

•

Data processing performed for clients is recorded when the service is provided;

•

Support services (assistance, maintenance, etc.) are covered by a contract (generally annual) calculated on a lump sum basis in relation to the costs and resources committed by the Group to provide these services. Income from these contracts is recorded on a prorated basis over the duration of the contract and results, in this case, in the recognition of deferred income.

Software and hardware sales

These sales are recorded upon delivery, concurrent with installation at the professional’s site. Any discounts and rebates are recorded as a subtraction from sales.

Sales issued from new software licenses with unlimited or limited length are accounted (under the condition that the Group does not have any other obligations) when there is an agreement with the client, if the delivery and acceptance are completed, if the amount of sales and the related costs can be measured properly, and if the financial advantages connected to the transaction will go back to the Group.

If one of these standards is not completed, sales connected to software license are postponed until all of these standards are completed.

Cash flow statement (IAS 7)

In accordance with the option offered by the IAS 7 “Statement of cash flows” standard, the consolidated cash flow statement is prepared by using the indirect method. This shows the reconciliation of the net profit (loss) for the period with the net cash generated by the transactions in the fiscal year. The opening and closing cash positions include cash and cash equivalents which are made up of investment instruments less overdrafts and outstanding bank loans.

As earlier explained in the Basis for preparation, the cash relating to the portion of the Group business operated within the entity Cegedim SA is neither included in the combined financial statements, nor in the cash flow statement.

New standards, interpretations and amendments applicable as from January 1, 2014

The following standards are applicable as from January 1, 2014 :

•

amendment to IAS 28 “Investments in Associates and Joint Ventures.” IAS 28 has been amended to conform with changes made following the publication of IFRS 10 “Consolidated Financial Statements”, IFRS 11 “Joint Arrangements” and IFRS 12 “Disclosure of Interests in Other Entities”;

•

amendment to IAS 32 “Presentation : Netting of Financial Assets and Financial Liabilities” clarifies the meaning of “currently has a legal enforceable right to set-off the recognised amounts”, and states that some comprehensive netting systems can be considered equivalent to settlement on the basis of the net amount. This amendment was adopted by the European Union on December 29, 2012, and must be applied retrospectively for fiscal years beginning on or after January 1, 2014 ;

•

amendments to IAS 36 “Impairment of Assets – Recoverable Amount Disclosures for Non-Financial Assets”. These amendments were adopted by the European Union on December 19, 2013, and must be applied retrospectively for annual periods beginning on or after January 1, 2014 ;

•

amendments to IAS 39 and IFRS 9 : “Novation of Derivatives and Continuation of Hedge Accounting”. These amendments were adopted by the European Union on December 19, 2013, and must be applied retrospectively for fiscal years beginning on or after January 1, 2014 ;

•

IFRS 10 “Consolidated Financial Statements”;

•

IFRS 11 “Joint Arrangements” supersedes IAS 31 “Interests in Joint Ventures” and SIC-13 “Jointly Controlled Entities – Non-Monetary Contributions by Venturers”;

•

IFRS 12 “Disclosure of Interests in Other Entities”. The purpose of IFRS 12 is to require disclosures enabling readers of financial statements to evaluate the basis of control, any restrictions on consolidated assets and liabilities, risk exposures arising from interests in unconsolidated structured entities, and the participation of minority interests in the activities of consolidated entities;

•

IFRIC 21 “Levies”.

The analysis conducted by the Group on its investments, covering all periods presented, showed that the new definition of control ushered in by IFRS 10 does not alter the scope of consolidation.

None of the other standards has a material impact on the Group’s combined financial statements.

Standards, interpretations, and amendments not yet adopted by the European union

New standards, amendments to existing standards and interpretations not yet adopted by the European Union, are the following :

•

IFRS 9 “Financial Instruments”, effective from January 1, 2018 and not yet adopted by the European Union.

Critical accounting estimates and judgments

In the application of the Group’s accounting policies, management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources.

The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis.

The assumptions and estimates primarily concern:

Cost allocations – These Combined Financial Statements include allocations of corporate support, central IT and other shared costs between the Group and the other Parent operations, performed in accordance with the historical agreements between the legal entities and historical allocations from internal reporting purposes. Management believes these allocations are reasonable; however, they are not necessarily indicative of the revenue and expenses that may have been generated and incurred had the Group been operating on a standalone basis. These costs allocations, and the impact on Related Party revenue and expenses, are explained in Notes 1 and 29.

In addition, the following key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period, have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

Impairment of goodwill – The Group performs goodwill impairment reviews in accordance with the accounting policy described above in § “Impairment of Intangible Assets”. The recoverable amount of a CGU Group is determined based on a discounted cash flow approach, which requires the use of estimates. The key assumptions used and the related sensitivity analysis are described in Note 12.

Financial Risk Management

Foreign exchange risk

The Group’s activities remain subject to the usual risks involved in its lines of business as well as the political and geopolitical risks arising from its international presence for most of its activities and unexpected events of force majeure.

Foreign currency translation risk :

The Group’s net assets are exposed to the foreign currency risk arising from the translation of assets and liabilities of subsidiaries with functional currencies other than the euro, mainly US dollar and UK pound sterling. The following tables summarize the assets and liabilities recorded in UK pound and US dollars functional currency, and the related impact of a 1% decrease in the currency exchange rate on Parent’s net investment in the combined balance sheet:


	December 31, 2014
(In thousand)	UK pound		USD
Total balance sheet		684 722		678 435
Off-balance-sheet position		—		—

Net position after management		684 722		678 435

Most operating revenue and expenses in the various subsidiaries of the Group are denominated in the functional currency of each relevant subsidiary. The Group’s combined income statement is exposed to foreign currency risk arising from receivables and payables denominated in currencies different from the functional currency of the related entity.

The Group has not established a policy for foreign exchange rate hedging. This leaves the Group potentially exposed to a more or less significant foreign currency risk from year to year.

Credit risk

Credit risk arises from cash and cash equivalents, and deposits with banks and financial institutions, as well as credit exposures to the Group customers, including outstanding receivables and committed transactions. For banks and financial institutions, only independently rated parties with a minimum rating of ‘A’ are accepted. For clients, each local entity is responsible for managing and analyzing the credit risk for each of their new clients before standard payment and delivery terms and conditions are offered. If wholesale customers are independently rated, these ratings are used. If there is no independent rating, risk control assesses the credit quality of the customer, taking into account its financial position, past experience and other factors.

Liquidity risk

The Group would be exposed to a liquidity risk in the case where its short term liabilities become, at any date, higher than its cash, cash equivalents, short term financial investments and available bank facilities and in the case where the Group is not able to refinance this liquidity deficit, for example, through new credit lines.

Until 31 December 2014, the liquidity of the Group was managed in the overall context of the liquidity of its Parent. A weekly cash reporting is performed in the operating entities. The Parent ensures that the Cegedim Group has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times in order to not breach borrowing limits or covenants on any of its financing facilities.

The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows:


	Maturity schedule of financial liabilities
(In thousands of euros)	Less than 1 month		Between 1 and 6 months		Between 6 months and 1 year		Between 1 and 5 years		Over 5 years
As of December 31, 2014
Borrowings and bank overdrafts		—		160 435		—		—		—
Derivative financial instruments		—		—		—		—		—
Trade payables and other payables		—		30 616		—		—		—
As of December 31, 2013
Borrowings and bank overdrafts		—		89 891		0		193 640		—
Derivative financial instruments		—		—		—		—		—
Trade payables and other payables		—		36 592		—		—		—
As of December 31, 2012
Borrowings and bank overdrafts		—		194 725		0		220 000		—
Derivative financial instruments		—		—		—		—		—
Trade payables and other payables		—		36 972		—		—		—

Note 3 – Revenue

Revenue by geographical areas


	Years ended December 31,
(In thousands of euros)	2014		2013		2012
France		142 921		140 521		148 217
Euro zone excluding France		83 691		83 287		86 699
Pound sterling zone		21 812		20 715		21 260
US dollar zone		84 851		84 568		94 499
Rest of world		111 966		114 004		123 683
TOTAL REVENUE		445 240		443 094		474 358

Note 4 – External expenses


	Years ended December 31,
(In thousands of euros)	2014			2013			2012
Purchases of studies, services and unstocked goods		(39 396	)		(39 053	)		(44 819	)
External services (leasing, maintenance, insurance)		(39 174	)		(39 318	)		(40 836	)
Other (advertising, seconded personnel, entertainment expenses, postal expenses, etc.)		(54 726	)		(56 368	)		(60 851	)
TOTAL EXTERNAL EXPENSES		(133 297	)		(134 739	)		(146 507	)

Note 5 – Employee expenses

Years ended December 31,

(In number of employees)

2014

2013

2012

France

976

1 022

983

Other countries

3 595

3 763

3 794

TOTAL HEADCOUNT

4 571

4 785

4 777


	Years ended December 31,
(In thousands of euros)	2014			2013			2012
Wages and benefits		(218 504	)		(217 993	)		(236 952	)
Profit-sharing		(611	)		(426	)		(338	)
Free shares granted to managers and employees		(522	)		(122	)		362
TOTAL EMPLOYEE EXPENSES		(219 638	)		(218 542	)		(236 928	)

Note 6 – Capitalized development costs

Capitalized development costs have been reclassified to employee and external expenses as indicated in the board below.

Years ended December 31,

(In thousands of euros)

2014

2013

2012

Employee expenses

20 778

21 286

22 307

External expenses

5 194

5 322

5 577

Total Capitalized development costs

25 972

26 608

27 884

Note 7 – Depreciation and amortization expenses


	Years ended December 31,
(In thousands of euros)	2014			2013			2012
Depreciation of tangible fixed assets		(6 350	)		(7 401	)		(7 554	)
Amortization of intangible fixed assets		(21 209	)		(16 460	)		(18 196	)
TOTAL DEPRECIATION AND AMORTIZATION EXPENSES		(27 560	)		(23 862	)		(25 750	)

Note 8 – Non-recurring income and expenses


	Years ended December 31,
(In thousands of euros)	2014			2013			2012
Restructuring costs		(2 482	)		(3 538	)		(9 871	)
Capital gains or losses on disposals					—			454
Other non-recurring income and expenses from operations		(1 000	)		(1 704	)		(501	)
Impairment loss on tangible and intangible assets (including goodwill)		(218 869	)		(63 300	)		(115 000	)
TOTAL NON RECURRING INCOME AND EXPENSES		(222 351	)		(68 542	)		(124 918	)

Note 9 – Financial income / expense, net


	Years ended December 31,
(In thousands of euros)	2014			2013			2012
INCOME FROM CASH EQUIVALENT		822			1 268			1 072

Interests paid on borrowings and bank commissions		(6 983	)		(12 680	)		(24 596	)
Interest accrued on borrowings		—			—			—
Interests on borrowings		(6 983	)		(12 680	)		(24 596	)

Other financial interest and expenses		(102	)		(277	)		(186	)
TOTAL COST OF GROSS FINANCIAL DEBT		(7 085	)		(12 957	)		(24 782	)

Net exchange differences		(1 986	)		(2 023	)		(723	)
Valuation of financial instruments		—			—			—
Other non-recurring income and expenses from operations		325			29			(156	)
OTHER FINANCIAL INCOME AND EXPENSES		(1 661	)		(1 994	)		(879	)

TOTAL FINANCIAL INCOME / EXPENSE, NET		(7 924	)		(13 683	)		(24 589	)

Note 10 – Income tax expense


	Years ended December 31,
(In thousands of euros)	2014			2013			2012
*Current income tax*
France		721			(3 633	)		(3 743	)
Other countries		(10 136	)		(6 602	)		(6 990	)
CURRENT INCOME TAX		(9 416	)		(10 235	)		(10 733	)

*Deferred tax*
France		(274	)		(731	)		682
Other countries		(1 450	)		(539	)		5 823
DEFERRED TAX		(1 724	)		(1 270	)		6 505

TOTAL INCOME TAXES		(11 140	)		(11 505	)		(4 228	)

The actual income tax expense incurred on the Group’s profit before income tax differs from the theoretical amount that would arise using the weighted average tax rates applicable to profit before income tax of the combined entities as follows :


	Years ended December 31,
(In thousands of euros)	2014			2013			2012
Profit (loss) for the period		(201 472	)		(53 878	)		(116 829	)
Less Share of profit of investments accounted for using the equity- method		(71	)		(46	)		1
Less income tax		11 140			11 505			4 228
PROFIT (LOSS) OF COMBINED ENTITIES BEFORE TAX (A)		(190 403	)		(42 419	)		(112 600	)

Theoretical income tax rate (France) (B)		34,43	%		34,43	%		34,43	%
THEORETICAL INCOME TAX EXPENSE (C) = (A) x (B)		*65 556*			*14 605*			*38 768*

Tax effects of :
Non-deductible differences		(764	)		(1 164	)		(1 090	)
Differences in income tax rates in other countries		2 055			613			2 262
Tax losses for which no deferred income tax assets was recognized		(3 329	)		(3 777	)		(5 967	)
Utilisation of previously unrecognized tax losses					—			—
Tax credit		699			12			1 394
Impairment of goodwill		(75 357	)		(21 794	)		(39 595	)
ACTUAL INCOME TAX		*(11 140*	)		*(11 505*	)		*(4 228*	)

Effective tax rate		0	%		0	%		0	%

The tax (expense)/credit relating to components to other comprehensive income is as follows:


	Years ended December 31, 2012
(In thousands of euros)	Before tax			Tax (expense) / credit			After tax
-Actuarial differences relating to provisions for pensions		(2 037	)		639			(1 397	)
-Currency translation differences		(3 877	)		0			(3 877	)
TOTAL OTHER COMPREHENSIVE INCOME		(5 914	)		639			(5 274	)

	Years ended December 31, 2013
(In thousands of euros)	Before tax			Tax (expense) / credit			After tax
-Actuarial differences relating to provisions for pensions		1 438			(490	)		949
-Currency translation differences		(15 629	)		0			(15 629	)
TOTAL OTHER COMPREHENSIVE INCOME		(14 191	)		(490	)		(14 680	)

	Years ended December 31, 2014
(In thousands of euros)	Before tax			Tax (expense) / credit			After tax
-Actuarial differences relating to provisions for pensions		202			(78	)		124
-Currency translation differences		54 416						54 416
TOTAL OTHER COMPREHENSIVE INCOME		54 617			(78	)		54 539

Note 11 – Investments accounted using the equity method

Net book amount


(In thousands of euros)	% owned as of December 31, 2012			Profit (loss) for the year ended December 31, 2012			Group share of profit (loss) for the year ended December 31, 2012			Shareholders’eq uity as of December 31, 2012		Group share of total net shareholders’ equity as of December 31, 2012		Goodwill		Provision for risks		Net value of shares in companies accounted for using the equity method as of December 31, 2012
Primeum Cegedim		50	%		(1	)		(1	)		99		49		—		—		49
TOTAL					(1	)		(1	)		99		49		—		—		49

(In thousands of euros)	% owned as of December 31, 2013			Profit (loss) for the year ended December 31, 2013			Group share of profit (loss) for the year ended December 31, 2013			Shareholders’eq uity as of December 31, 2013		Group share of total net shareholders’ equity as of December 31, 2013		Goodwill		Provision for risks		Net value of shares in companies accounted for using the equity method as of December 31, 2013
Primeum Cegedim		50	%		93			46			192		96		—		—		96
TOTAL					93			46			192		96		—		—		96

(In thousands of euros)	% owned as of December 31, 2014			Profit (loss) for the year ended December 31, 2014			Group share of profit (loss) for the year ended December 31, 2014			Shareholders’eq uity as of December 31, 2014		Group share of total net shareholders’ equity as of December 31, 2014		Goodwill		Provision for risks		Net value of shares in companies accounted for using the equity method as of December 31, 2014
Primeum Cegedim		50	%		141			71			258		129		—		—		129
TOTAL					141			71			258		129		—		—		129

Variations


(In thousands of euros)
Net value of shares in companies accounted for using the equity method as of January 1, 2012	0
Distribution of dividends	—
Capital increase	—
Group share of profit (loss) for the year ended December 31, 2012	(1	)
Change in perimeter	50
Net value of shares in companies accounted for using the equity method as of December 31, 2012	49
Distribution of dividends
Capital increase
Group share of profit (loss) for the year ended December 31, 2013	46
Change in perimeter
Net value of shares in companies accounted for using the equity method as of December 31, 2013	96
Distribution of dividends	(37	)
Capital increase
Group share of profit (loss) for the year ended December 31, 2014	71
Change in perimeter
Net value of shares in companies accounted for using the equity method as of December 31, 2014	129

Investments accounted for using equity-method primarily consist of a 50% investment in Primeum Cegedim, in which the Group has significant influence. The assets, liabilities revenues and expense of the investee, as wells as the Group’s commitments and contingent liabilities related to such investee, are immaterial.

Note 12 – Goodwill

As at December 31, 2014 goodwill amounted to €202 million against €359 million at December 31, 2013 and €444 million at December 31, 2012. The change derived largely from successive impairment losses for respectively €115 million in 2012, €63 million in 2013 and €220 million in 2014, as well as the change in goodwill denominated in other currencies.

In accordance with IAS 36, goodwill are not amortized, but are subject to an impairment test either annually or when events indicate a risk of loss of value.

Further explanations can be found in Note 2 above (Impairment of intangible assets).

The variation of goodwill over the period presented is the following:


(In thousands of euros)	Goodwill
Year ended December 31, 2012
Opening net book amount		568 440
Scope		19
Impairment charge		(115 000	)
Exchange differences		(9 050	)
CLOSING NET BOOK AMOUNT		444 409
Year ended December 31, 2013
Opening net book amount		444 409
Scope		(50	)
Impairment charge		(63 300	)
Exchange differences		(22 358	)
CLOSING NET BOOK AMOUNT		358 700
Year ended December 31, 2014
Opening net book amount		358 700
Scope		(693	)
Impairment charge		(219 834	)
Exchange differences		63 617
CLOSING NET BOOK AMOUNT		201 791


	December 31,									January 1,
(In thousands of euros)	2014			2013			2012			2012
Cost		609 450			547 818			570 309			579 275
Accumulated impairment		(407 659	)		(189 118	)		(125 901	)		(10 834	)
NET BOOK AMOUNT		201 791			358 700			444 409			568 440

The main actuarial assumptions for impairment testing are as follows:


Actuarial assumptions	December 31
(In thousand)	December 2013			June 2013			December 2012			June 2012
Discount rate		9.92	%		10.27	%		10.86	%		11.64	%
Infinite growth rate		1.50	%		2.00	%		2.00	%		2.00	%

In relation to trends shown in the business plans :

•

First half 2012

The level of activity during the second quarter of 2012 for the Group fell below expectations because of deteriorated economic conditions. This lead the Group to establish indicators of possibility of impairment, requiring to conduct a formal impairment test.

Mid-term revenue growth was revised downward in the CRM and strategic data activities business plans, especially in mature countries in Americas and European zones. With the slowing down growth in these regions, the Group’s business plan did not forecast any immediate improvement but simply assumed to maintain in 2012, the operating income from continuing operations at the same level as 2011 and expected a moderated improvement in 2013 (compared with a marked increase previously expected over this period).

The forecasts for the end of the business plans were kept optimistic, thanks to the efforts essentially turned toward the operating structure reorganization and the renewal of the Performance Improvement Plan initiated in 2011. Business plans thus predicted to benefit from the market growth with effect from 2014, where the visible recovery of sales, combined with a better profitability, will perceptibly manifest itself again in the profit trend.

Considering these hypothesis, an estimated 115 million euros value loss was applied to the Group. In accordance with IFRS standards, this value loss was attributed, in priority, to the goodwill.

•

Second half 2012

The second half achieved by the Group in 2012 was broadly in line with the revised forecast used for the June 30, 2012 impairment testing. However the Group decided to perform again a test of impairment, since the growth assumptions were moderated in the final years of the business plans.

The higher margins in the business plans revised at the end of 2012 were therefore due less to revenue growth than to productivity gains and to the willingness to shift the product mix to offerings with wider margins whose pricing is not dependent on user numbers. In general, the Group also continues to focus on pursuing the Performance Improvement Plan started in earlier years. It aims to leverage potential synergies between the activities of the Group: productivity improvements, enhanced process efficiency, cost sharing, space optimization, etc.

Considering these hypothesis, it appeared that the recoverable value of assets were enough compared to the book value. The sensitivity of the impairment test however appeared to be rather tight.

•

First half 2013

The level of activity during the second quarter of 2013 for the Group fell below expectations because of a change in the seasonal nature of order intake. This lead the Group to establish indicators of possibility of impairment, requiring to conduct a formal impairment test.

The revenue growth was revised in the CRM and strategic data activities business plan in order to be more moderated at the beginning of the plan, combined with a sustainable effort on productivity.

The previous closing trends were generally maintained, with a slight moderation. They are resulting of a mix focused on high margin products (less users number dependant), launch of new innovative offers allowing to accompany emerging markets, and to fulfill mature countries demand regarding new regulatory evolutions of these markets.

Considering these hypothesis, it appeared that the recoverable value of assets were enough compared to the book value. The sensitivity of the impairment test however appeared to be rather tight.

•

Second half 2013

During the second half of 2013 the operating margin of the entire CRM and strategic data activities increased and proved to be in line with expectations, but due mainly to good control of operating costs. This performance required revising the growth projections of certain segments. The lowered outcomes in the market research business, which has been seeing a general slowdown and the growth outlook for CRM applications in France and the USA turned out to fall below the last projections.

Consequently the business plans were revised, particularly in these three business segments. The impact for the Group resulted in a need to recognize a €63 million impairment at end 2013.

•

First half 2014

The first half achievements in 2014 were well in line with the revised forecast used for the year end 2013 impairment testing. The Group did not perform any impairment testing in the first half 2014, since there was no indication of a potential loss in value. At that time, the contemplated sale of the CRM and strategic data activities to IMS Health inc. could not be considered as highly probable, so the management continued to refer to the current business plans. These business plans lead to an actual value of operating flows which was higher than the offer price minus costs associated to this sale. No depreciation of goodwill was therefore needed as of June 30, 2014.

•

Second half 2014

On 20 October 2014, Cegedim announced that a definitive purchase agreement has been executed for its CRM and Strategic Data division with IMS Health Inc., subject to certain conditions which should be met at the beginning of the second quarter 2015. The selling price was determined as €385 million in cash, on a cash-free, debt-free basis, subject to certain adjustments based on the Group’s net debt at the date of completion and changes in the net working capital.

Following this signature, the sale became highly probable and implied to refer to the fair value of the business (less costs of disposal) reflected in the estimated purchase price, instead of its value in use reflected by the ongoing business plans.

An impairment loss of €220 million had to be recognized, including the impact of currency translations for 64 M€.

Sensitivity of the impairment tests was measured every semester using the following parameters:

•

changes in the discount rate of +/- 50 basis points, and application of the discount rate used at the preceding impairment test if less favorable;

•

changes in the growth rate to perpetuity of +/- 50 basis points;

•

possibility of a temporary decline in margin (for the second and third year of the business plan) by applying a lowpoint margin instead of the business plan margin;

•

possibility of a prolonged margin fall (average terminal margin further reduced by 50 basis points);

•

at the December 31, 2013 close, a new sensibility was added to assume a one-year delay in reaching the margin levels in the plan.

Variances resulting from sensitivities between the recoverable value of the CGU and the net book value of the assets tested are presented below. A negative amount corresponds to an impairment (in million euros).

Sensitivity as of December 31, 2014 was not measured, since the impairment loss calculation was not based on a discounting cash flow method, but simply referred to the potential transaction price for the sale of the business.

Sensitivity as of December 31, 2013


Sensitivity to financial market parameters										Sensitivity to business parameters
*Rates fluctuation*				Gowth rate %							Discount rate		Growth rate
Discount rate date	Discount rate %			1,00%		1,50%		2,00%		Deteriorated operating margins	9,92%		1,50%
June 2013		10,27	%		-105		-85		-63	Temporary (year 2 and 3 of the plan)		-90
+0.5 pb		10,42	%		-113		-94		-73	Prolonged (margin for the terminal value)		-86
Dec 2013		9,92	%		-85		-63		-39	Prolonged (margin for the terminal value)		-86
-0.5 pb		9,42	%		-54		-29		0	1 year delay in BP		-102

Sensitivity as of June 30, 2013


Sensitivity to financial market parameters										Sensitivity to business parameters
*Rates fluctuation*				Gowth rate %							Discount rate		Growth rate
Discount rate date	Discount rate %			1,50%		2,00%		2,50%		Deteriorated operating margins	10,27%		2,00%
Dec 2012		10,86	%		-7		16		40	Temporary (year 2 and 3 of the plan)		23
+0.5 pb		10,77	%		-1		22		48	Prolonged (margin for the terminal value)		36
June 2013		10,27	%		35		61		91	Prolonged (margin for the terminal value)		36
-0.5 pb		9,77	%		75		105		140

Sensitivity as of December 31, 2012


Sensitivity to financial market parameters										Sensitivity to business parameters
*Rates fluctuation*				Gowth rate %							Discount rate		Growth rate
Discount rate date	Discount rate %			1,50%		2,00%		2,50%		Deteriorated operating margins	10,86%		2,00%
June 2012		11,64	%		-40		-22		-1	Temporary (year 2 and 3 of the plan)		0

+0.5 pb		11,36	%		-24		-4		19	Prolonged (margin for the terminal value)		7
Dec 2012		10,86	%		8		31		57	Prolonged (margin for the terminal value)		7
-0.5 pb		10,36	%		44		71		100

Sensitivity as of June 30, 2012


Sensitivity to financial market parameters										Sensitivity to business parameters
*Rates fluctuation*				Gowth rate %							Discount rate		Growth rate
Discount rate date	Discount rate %			1,50%		2,00%		2,50%		Deteriorated operating margins	11,64%		2,00%
Dec 2011		11,55	%							Temporary (year 2 and 3 of the plan)		-141

+0.5 pb		12,14	%		-161		-140		-117	Prolonged (margin for the terminal value)		-169
June 2012		11,64	%		-120		-115		-85	Prolonged (margin for the terminal value)		-169
-0.5 pb		11,14	%		-108		-72		-43

Note 13 – Intangible assets


(In thousands of euros)	January 1, 2012			Opening reclassification and correction			Additions			Change in perimeter			Disposals			Exchange differences			December 31, 2012
Intangible assets -work in progress		4 068			(4 191	)		4 497			742									5 116
Internal software		116 632			4 191			23 111			265			—			(119	)		144 080
External software		53 700						2 506			11			(876	)		(34	)		55 307
TOTAL GROSS VALUE		174 400			0			30 114			1 018			(876	)		(153	)		204 503

Software amortization		(69 027	)					(18 336	)		(3	)		869			0			(86 497	)
TOTAL DEPRECIATION AND AMORTIZATION		(69 027	)		0			(18 336	)		(3	)		869			0			(86 497	)

TOTAL INTANGIBLE ASSETS – NET VALUES		105 373																		118 006


(In thousands of euros)	December 31, 2012			Opening reclassification and correction			Additions			Change in perimeter			Disposals			Exchange differences			December 31, 2013
Intangible assets -ork in progress		5 116			(3 568	)		2 937												4 485
Internal software		144 080			4 406			23 732									(443	)		171 775
External software		55 307			(778	)		948						(470	)		(1 817	)		53 190
TOTAL GROSS VALUE		204 503			60			27 617			0			(470	)		(2 260	)		229 450

Software amortization		(86 497	)		(60	)		(16 460	)					456			1 500			(101 061	)
TOTAL DEPRECIATION AND AMORTIZATION		(86 497	)		(60	)		(16 460	)		0			456			1 500			(101 061	)

TOTAL INTANGIBLE ASSETS – NET VALUES		118 006																		128 389


(In thousands of euros)	December 31, 2013			Opening reclassification and correction			Additions			Change in perimeter			Disposals			Exchange differences			December 31, 2014
Intangible assets -ork in progress		4 485			(4 110	)		1 010												1 385
Internal software		171 775			4 145			24 962						(8 281	)		748			193 349
External software		53 190			(35	)		714			(196	)		(10 183	)		2 641			46 131
TOTAL GROSS VALUE		229 450			0			26 686			(196	)		(18 464	)		3 389			240 865

Software amortization		(101 061	)					(20 268	)		196			16 577			(2 312	)		(106 868	)
TOTAL DEPRECIATION AND AMORTIZATION		(101 061	)		0			(20 268	)		196			16 577			(2 312	)		(106 868	)

TOTAL INTANGIBLE ASSETS – NET VALUES		128 389																		133 997

(1)

The projects that stem from internal development and currently in use have an average amortization period of five years, except for three structuring projects amortized over 20 or 15 years.

(2)

The reclassification between Intangible assets in progress and Internal Software corresponds to starting projects up.

Note 14 – Tangible assets


(In thousands of euros)	January 1, 2012			Reclassification			Additions			Change in perimeter			Disposals and depreciation			Exchange differences			December 31, 2012
Land		91			—			—			—			—			2			93
Buildings		2 450			—			657			—			(248	)		(56	)		2 803
Other tangible assets		80 634			40			4 622			38			(5 217	)		(841	)		79 276
Construction in progress		1 330			(40	)		536			—			(19	)		(3	)		1 804
TOTAL GROSS VALUE		84 505			0			5 815			38			(5 484	)		(898	)		83 976

Depreciation of land		(70	)		—			(21	)		—			—			(2	)		(93	)
Depreciation of buildings		(1 019	)		(13	)		(370	)		—			180			33			(1 189	)
Depreciation of other tangible assets		(62 225	)		13			(7 023	)		(5	)		4 789			769			(63 682	)
TOTAL DEPRECIATION		(63 314	)		0			(7 414	)		(5	)		4 969			800			(64 964	)

TOTAL TANGIBLE ASSETS – NET VALUES		21 191																		19 012


(In thousands of euros)	December 31, 2012			Reclassification			Additions			Change in perimeter			Disposals and depreciation			Exchange differences			December 31, 2013
Land		93			—			—			—			—			(2	)		91
Buildings		2 803			—			159			—			(427	)		(209	)		2 326
Other tangible assets		79 276			1 951			3 673			—			(5 683	)		(3 145	)		76 072
Construction in progress		1 804			(1 799	)		23			—			—			(3	)		25
TOTAL GROSS VALUE		83 976			152			3 855			0			(6 110	)		(3 359	)		78 514

Depreciation of land		(93	)		—			—			—			—			2			(91	)
Depreciation of buildings		(1 189	)		—			(395	)		—			196			100			(1 289	)
Depreciation of other tangible assets		(63 682	)		(152	)		(7 007	)		—			5 257			2 748			(62 835	)
TOTAL DEPRECIATION		(64 964	)		(152	)		(7 402	)		0			5 453			2 848			(64 215	)

TOTAL TANGIBLE ASSETS – NET VALUES		19 012																		14 299


(In thousands of euros)	December 31, 2013			Reclassification			Additions			Change in perimeter			Disposals and depreciation			Exchange differences			December 31, 2014
Land		91															6			97
Buildings		2 326			36			4						(2	)		(109	)		2 255
Other tangible assets		76 072			(48	)		3 916						(19 702	)		3 324			63 562
Construction in progress		25			(17	)											1			9
TOTAL GROSS VALUE		78 514			(29	)		3 920			0			(19 704	)		3 223			65 923

Depreciation of land		(91	)														(6	)		(97	)
Depreciation of buildings		(1 289	)		10			(358	)					1			49			(1 587	)
Depreciation of other tangible assets		(62 835	)		20			(6 074	)					17 356			(2 971	)		(54 505	)
TOTAL DEPRECIATION		(64 215	)		29			(6 432	)		0			17 356			(2 928	)		(56 190	)

TOTAL TANGIBLE ASSETS –NET VALUES		14 299																		9 734

Note 15 – Other long-term financial assets


(In thousands of euros)	January 1, 2012			Additions			Disposals / Reversals			Change in perimeter		Exchange differences			December 31, 2012
Loans		60 584			59			(18 822	)		—		269			42 090
Security deposits		3 914			1 474			(333	)		—		(156	)		4 899
Other long-term financial assets		548			—			—			—		(11	)		537
GROSS VALUE		65 046			1 533			(19 155	)		0		102			47 526

Provisions on loans		(33	)		—			—			—		(1	)		(34	)
Provisions on other long-term financial assets		(89	)		(23	)		—			—		2			(110	)
PROVISIONS		(122	)		(23	)		0			0		1			(144	)

TOTAL OTHER LONG-TERM FINANCIAL ASSETS		64 925														47 383


(In thousands of euros)	December 31, 2012			Additions		Disposals / Reversals			Change in perimeter		Exchange differences			December 31, 2013
Loans		42 090			17 528		—					(881	)		58 737
Security deposits		4 899			838		(1 039	)				(386	)		4 312
Other long-term financial assets		537			—		—					(23	)		514
GROSS VALUE		47 526			18 366		(1 039	)		0		(1 290	)		63 563

Provisions on loans		(34	)		—		—					2			(32	)
Provisions on other long-term financial assets		(110	)		—		91					1			(18	)
PROVISIONS		(144	)		0		91			0		3			(50	)

TOTAL OTHER LONG-TERM FINANCIAL ASSETS		47 383													63 514


(In thousands of euros)	December 31, 2013			Additions		Disposals / Reversals			Change in perimeter		Exchange differences			December 31, 2014
Loans		58 737			12 917		(30 281	)				878			42 252
Security deposits		4 312			292		(569	)				67			4 102
Other long-term financial assets		514					(533	)				19			(0	)
GROSS VALUE		63 563			13 210		(31 383	)		0		964			46 354

Provisions on loans		(32	)									(0	)		(32	)
Provisions on other long-term financial assets		(18	)				18					(1	)		0
PROVISIONS		(50	)		0		18					(1	)		(32	)

TOTAL OTHER LONG-TERM FINANCIAL ASSETS		63 514													46 321

Note 16 – Deferred tax assets and liabilities


(In thousands of euros)	2014			2013			2012			2012
Deferred tax assets		37 354			38 879			40 779			32 356
Deferred tax liabilities		(7 810	)		(7 275	)		(7 302	)		(7 470	)
DEFERRED TAX ASSETS (NET)		29 544			31 604			33 476			24 886


(In thousands of euros)	January 1, 2012			Income statement charge			Change in consolidation scope		Other changes in equity			Reclassification		Exchange differences			December 31, 2012
Tax loss carryforwards and tax credits		8 290			6 068										1 600			15 958
Pension plan commitments		1 941			(21	)				638								2 558
Non-deductible provisions		4 858			(1 127	)									(53	)		3 678
Cancellation of internal capital gain		6 623			0													6 623
Restatement of R&D margin		1 973			570													2 543
Restatement of allowance for the assignement of intangible assets		419			140													559
Others		8 920			1 109										(161	)		9 868
Total deferred tax assets		33 024			6 739			0		638			0		1 385			41 787

Unrealized exchange gains/losses		0			18					(18	)							0
Cancellation of accelerated depreciation		(235	)		(119	)												(354	)
Cancellation of depreciation on goodwill		(2 210	)		(500	)												(2 709	)
Cancellation of depreciation internal capital gains		(360	)		(88	)												(448	)
Restatement of allowance for R&D margin		(294	)		(205	)												(499	)
Fair value adjustments from business combinations		(4 783	)		655										76			(4 053	)
Others		(256	)		5										3			(247	)
Total deferred tax liabilities		(8 138	)		(234	)		0		(18	)		0		79			(8 311	)

DEFERRED TAX ASSETS (NET)		24 886			6 506			0		620			0		1 464			33 476


(In thousands of euros)	December 31, 2012			Income statement charge			Change in consolidation scope	Other changes in equity			Reclassification		Exchange differences			December 31, 2013
Tax loss carryforwards and tax credits		15 958			(1 722	)								(627	)		13 609
Pension plan commitments		2 558			550				(489	)							2 619
Non-deductible provisions		3 678			(1 770	)								(83	)		1 825
Cancellation of internal capital gain		6 623			(9	)											6 614
Restatement of R&D margin		2 543			521												3 064
Restatement of allowance for the assignement of intangible assets		559			1 096												1 655
Others		9 868			3 751									(483	)		13 136
Total deferred tax assets		41 787			2 417				(489	)		0		(1 193	)		42 521

Unrealized exchange gains/losses		0			189									(189	)		(0	)
Cancellation of accelerated depreciation		(354	)		127												(227	)
Cancellation of depreciation on goodwill		(2 709	)		(334	)											(3 043	)
Cancellation of depreciation internal capital gains		(448	)		(2 554	)											(3 002	)
Restatement of allowance for R&D margin		(499	)		(264	)											(764	)
Fair value adjustments from business combinations		(4 053	)		357							—		162			(3 534	)
Others		(247	)		(1 206	)								1 106			(347	)
Total deferred tax liabilities		(8 311	)		(3 686	)			0			0		1 079			(10 917	)

DEFERRED TAX ASSETS (NET)		33 476			(1 269	)			(489	)		0		(114	)		31 604


(In thousands of euros)	December 31, 2013			Income statement charge			Change in consolidation scope	Other changes in equity			Reclassificati on		Exchange differences			December 31, 2014
Tax loss carryforwards and tax credits		13 609			(2	)								(834	)		12 773
Pension plan commitments		2 619			275				(78	)							2 816
Non-deductible provisions		1 825			300									239			2 364
Cancellation of internal capital gain		6 614			2												6 616
Restatement of R&D margin		3 064			543												3 607
Restatement of allowance for the assignement of intangible		1 655			0												1 655
Others		13 136			(2 111	)								1 397			12 422
Total deferred tax assets		42 521			(993	)			(78	)		0		802			42 252
Unrealized exchange gains/losses		(0	)		584									(584	)		(0	)

Cancellation of accelerated depreciation		(227	)		214												(13	)
Cancellation of depreciation on goodwill		(3 043	)		(365	)											(3 408	)
Cancellation of depreciation internal capital gains		(3 002	)		(581	)											(3 583	)
Restatement of allowance for R&D margin		(764	)		(290	)											(1 053	)
Fair value adjustments from business combinations		(3 534	)		338							—		(449	)		(3 645	)
Others		(347	)		(632	)								(26	)		(1 005	)
Total deferred tax liabilities		(10 917	)		(731	)			0			0		(1 060	)		(12 708	)

DEFERRED TAX ASSETS (NET)		31 604			(1 724	)			(78	)		0		(258	)		29 544


	Years ended December 31, 2012
(In thousands of euros)	Assets			Liabilities			Net
As at December 31, 2011		32 356			(7 470	)		24 886
Impact on earnings for the period		6 739			(234	)		6 506
Impact on shareholders’ equity		2 024			61			2 084
Impact of net presentation		(340	)		341			1
As at December 31, 2012		40 779			(7 302	)		33 476

	Years ended December 31, 2013
(In thousands of euros)	Assets			Liabilities			Net
As at December 31, 2012		40 779			(7 302	)		33 476
Impact on earnings for the period		2 417			(3 686	)		(1 269	)
Impact on shareholders’ equity		(1 682	)		1 079			(603	)
Impact of net presentation		(2 635	)		2 633			(2	)
As at December 31, 2013		38 879			(7 275	)		31 604

	Years ended December 31, 2014
(In thousands of euros)	Assets			Liabilities			Net
As at December 31, 2013		38 879			(7 275	)		31 604
Impact on earnings for the period		(993	)		(731	)		(1 724	)
Impact on shareholders’ equity		724			(1 060	)		(336	)
Impact of net presentation		(1 256	)		1 257			1
As at December 31, 2014		37 354			(7 810	)		29 544

Deferred income tax assets are recognized for tax losses carried forward to the extent that the realization of tax benefit through future taxable profits is probable. The carry forward losses only relate to the US subsidiaries of the Group, and will be recovered once these companies’ indebtedness is over (which implies a capital contribution from the Parent).

Note 17 – Inventory and work in progress

December 31,

January 1,

(In thousands of euros)

2014

2013

2012

Services in progress

186

188

305

Finished goods

958

961

1 274

1 310

TOTAL GROSS VALUE

1 144

1 147

1 462

1 615

Provision

—

TOTAL INVENTORY AND WORK IN PROGRESS

1 144

1 147

1 462

1 615

Note 18 – Trade receivables

December 31,

January 1,

(In thousands of euros)

2014

2013

2012

Trade receivables - related parties

4 580

2 860

3 607

2 833

Provisions on trade receivables - related parties

Trade receivables - related parties (NET)

4 580

2 860

3 607

2 833

Trade receivables - third parties

127 311

121 837

126 367

134 913

Provisions on trade receivables - third parties

2 705

3 844

3 509

2 474

Trade receivables - third parties (NET)

124 606

117 993

122 858

132 439

TOTAL CURRENT TRADE RECEIVABLES (NET)

129 187

120 853

126 465

135 272

A provision for impairment is recognized if the inventory value, based on the probability of collection, is less than the recorded value. Thus, customers undergoing judicial administration or liquidation are routinely impaired at 100% and receivables outstanding for more than six months are monitored on a case-by-case basis and, if necessary, impaired in the amount of the estimated risk of non-collection.

The share of past-due receivables (gross amount) was respectively, 32.3 million euros, 29.7 million euros and 26.2 million euros as at December 31, 2012, 2013 and 2014.

Ageing balance


(In thousands of euros) As of December 31,	Total past-due receivables		Receivables < 1 month		Receivables from 1 to 2 months		Receivables 2 to 3 months		Receivables from 3 to 4 months		Receivables more than 4 months
2012		32 331		16 846		5 329		2 937		1 545		5 675
2013		29 656		15 681		6 054		2 643		765		4 513
2014		26 229		13 700		5 254		3 309		1 392		2 574

Note 19 – Other receivables

December 31,

January 1,

(In thousands of euros)

2014

2013

2012

Current

Staff and social security receivables

2 805

2 155

1 991

2 202

Tax receivables

8 493

7 921

8 414

6 536

Other receivables

1 093

387

687

903

TOTAL GROSS VALUE

12 390

10 463

11 092

9 642

Provisions

TOTAL CURRENT RECEIVABLES (NET)

12 390

10 463

11 092

9 642

Non-current

Staff and social security receivables

—

Tax receivables

390

730

507

435

Other receivables

—

139

136

TOTAL GROSS VALUE

390

814

646

571

Provisions

TOTAL NON-CURRENT RECEIVABLES (NET)

390

814

646

571

Note 20 – Cash and cash equivalents

The cash and cash equivalents balance is mainly composed of cash funds, bank deposits, foreign currency balances, and highly liquid investments, all of which are not subject to material risk of changes in their value.

The balance of this item is made up as follows:

December 31,

January 1,

(In thousands of euros)

2014

2013

2012

Cash at bank and in hand

103 051

70 123

46 319

48 725

Cash equivalents

2 350

1 173

450

9 623

TOTAL CASH AND CASH EQUIVALENTS (EXCLUDING BANK OVERDRAFTS)

105 400

71 296

46 769

58 348

Note 21 – Share-based payments

Allocation of free shares

Following a resolution of the Extraordinary Shareholders’ Meeting of February 22, 2008, the the Board of Directors, at their Meetings of November 5, 2009 and June 8, 2010, were authorized to award free shares whithin the Parent group.

Following a similar resolution of the Extraordinary Shareholders’ Meeting of June 8, 2011, the Board of Directors Meetings of June 29, 2011, September 19, 2012 and June 4, 2013 were again authorized to award free shares within the Parent group.

In each case the total number of free shares was not to exceed 10% of the total number of shares comprising the share capital of the Parent. The shares are attributable to the Directors and employees of the Parent group, including Director and employees of the Group.

The main characteristics of the plans are the following:

•

The free shares awarded will grant the right to dividends. Their distribution will be determined as of the award date. The plan dated November 5, 2009 authorized a maximum allocation of 28,750 free shares. The plan dated June 8, 2010 authorized a maximum allocation of 32,540 free shares. The plan dated June 29, 2011 authorized a maximum allocation of 41,640 free shares. The plan dated September 19, 2012 authorized a maximum allocation of 31,670 free shares. The plan dated June 4, 2013 authorized a maximum allocation of 48,870 free shares;

•

Said shares to their beneficiaries will be fully allocated at the end of a vesting period of two years for beneficiaries whose residence for tax purposes is in France as of the allocation date and four years for beneficiaries whose residence for tax purposes is not in France as of the allocation date;

•

The shares will be fully allocated to the beneficiaries on one condition: no resignation, dismissal or termination;

•

Starting from the final award date, beneficiaries whose residence for tax purposes is in France as of the award date must keep their shares for a term of two years starting from the final award date.

In application of standard IFRS 2, the expense measuring “the benefit” offered to employees is spread out on a linear basis over the vesting period.

The plans can be summarized as follows:

Plan of

11/05/2009

06/08/2010

06/29/2011

09/19/2012

06/04/2013

Date of the General Meeting

02/22/2008

06/08/2011

08/06/2011

Date of the Board of Directors Meeting

11/05/2009

06/08/2010

06/29/2011

09/19/2012

04/06/2013

Date of plan opening

11/05/2009

06/08/2010

06/29/2011

09/19/2012

04/06/2013

Total number of shares that can be allocated

28,750 shares

32,540 shares

41,640 shares

31,670 shares

48,870 shares

Initial subscription price

€65.00

€55.00

€39.12

€15.70

€24.46

Date of availability of free shares

France

11/05/2011

06/08/2012

06/28/2013

09/12/2014

06/03/2015

other countries

11/05/2013

06/08/2014

06/28/2015

18/09/2016

06/03/2017

—


	plan of 2009		plan of 2010			plan of 2011			plan of 2012			plan of 2013
as at January 01, 2012		13 150		23 978			25 530

granted										19 650
vested		-13 150		-3 098
cancelled							(1 670	)

as at December 31, 2012		0		20 880			23 860			19 650			0

granted													31 390
vested							(4 200	)
cancelled							(1 950	)		(2 890	)

as at December 31, 2013		0		20 880			17 710			16 760			31 390

granted										19 650
vested				(20 880	)					(7 300	)
cancelled										(580	)		(3 160	)

as at December 31, 2014		0		0			17 710			8 880			28 230

Note 22 – Net financial debt


	December 31,						January 1,
(In thousands of euros)	2014		2013		2012		2012
Related party non-current borrowings		—		193 640		220 000		220 000
Related party current borrowings		160 246		89 886		194 717		192 271
Bank overdrafts		189		5		8		881

Total borrowings		160 435		283 531		414 725		413 151
Cash and cash equivalents (1)		105 400		71 296		46 769		58 347

TOTAL NET FINANCIAL DEBT		55 035		212 235		367 956		354 804

(1)	– Refer to “Note 20 – Cash and cash equivalents”.

The borrowings are composed of the current accounts towards the Parent or its group.

Depending on the geographical location of the lending entity, and of the local credit market conditions, the current account’s interest rate ranges from 3.5% (as the mostly applied rate for operational fundings, over the period presented) to 7.3% for 2012 or 4.05% for 2013 (for longer time financing).

All carrying amounts of the Group’s borrowings are denominated in euros, with fixed interest rates.

Note 23 – Derivative financial instruments

Not applicable

Note 24 – Provisions


(In thousands of euros)	January 1, 2012		Reclassification			Allowances of the period		Write-backs of the period - amounts used			Write-backs of the period - amounts unused			Change in perimeter		Actuarial difference		Exchange differences			December 31, 2012
Provision for litigation with employees		200		—			122		—			0							—			322
Other provisions⁽¹⁾		23		—			4		—			—							(1	)		25
Provisions for restructuring		2 822		2 490			—		(2 749	)		(357	)						(38	)		2 168
Other provisions for expenses		914		—			206		(61	)		—			18				(3	)		1 075
CURRENT PROVISIONS		3 959		2 490			332		(2 810	)		(357	)		18				(41	)		3 591

Provisions for restructuring		5 524		(2 490	)		482		(150	)		(285	)						(29	)		3 052
Employee-related provisions		42																	(2	)		40
Post-employment benefits		7 449		—			963		(52	)		(123	)				1 871		10			10 118
Provisions for litigation		70		—			22					—							(3	)		89
Other provisions for risks		120		—			—					—							5			124
Other provisions for expenses		179					6		(17	)		—							—			168
NON-CURRENT PROVISIONS		13 384		(2 490	)		1 474		(219	)		(408	)		0		1 871		(20	)		13 592

TOTAL CURRENT AND NON-CURRENT PROVISIONS		17 343		0			1 806		(3 029	)		(765	)		18		1 871		(62	)		17 182


(In thousands of euros)	December 31, 2012		Reclassification			Allowances of the period		Write-backs of the period - amounts used			Write-backs of the period - amounts unused			Change in perimeter		Actuarial difference			Exchange differences			December 31, 2013
Provision for litigation with employees		322		—			221		(192	)		(94	)							—			257
Other provisions⁽¹⁾		25		—			3		—			—								(3	)		25
Provisions for restructuring		2 168		2 109			—		(2 156	)		(52	)							(91	)		1 978
Other provisions for expenses		1 075		—			168		(80	)		—								(4	)		1 158
CURRENT PROVISIONS		3 591		2 109			392		(2 428	)		(147	)		0		0			(98	)		3 419

Provisions for restructuring		3 052		(2 109	)		448		(140	)		(435	)							(52	)		764
Employee-related provisions		40		—			—		(38	)		—								(2	)		0
Post-employment benefits		10 118		—			1 549		(413	)		(466	)				(1 438	)		(54	)		9 296
Provisions for litigation		89		—			11		(20	)		(43	)							(4	)		33
Other provisions for risks		124		—					(95	)		—								(1	)		28
Other provisions for expenses		168		—			16		(2	)		(25	)							—			156
NON-CURRENT PROVISIONS		13 592		(2 109	)		2 023		(708	)		(970	)		0		(1 438	)		(113	)		10 278

TOTAL CURRENT AND NON-CURRENT PROVISIONS		17 182		0			2 414		(3 136	)		(1 116	)		0		(1 438	)		(211	)		13 696


(In thousands of euros)	December 31, 2013		Reclassification			Allowances of the period		Write-backs of the period - amounts used			Write-backs of the period - amounts unused			Change in perimeter		Actuarial difference			Exchange differences			December 31, 2014
Provision for litigation with employees		257					174		(63	)		(10	)		0								358
Other provisions⁽¹⁾		25																		0			25
Provisions for restructuring		1 978		1 246					(1 903	)		(219	)							184			1 286
Other provisions for expenses		1 158		(1 127	)															3			35
CURRENT PROVISIONS		3 419		119			174		(1 966	)		(229	)		0		0			187			1 704

Provisions for restructuring		764		(1 246	)		505		(48	)										25			0
Employee-related provisions		0					110																110
Post-employment benefits		9 296		4 531			1 553		(410	)		—					(202	)		56			14 824
Provisions for litigation		33					1		(5	)		(9	)							(1	)		20
Other provisions for risks		28										(18	)							1			12
Other provisions for expenses		156							(7	)		(149	)										0
NON-CURRENT PROVISIONS		10 278		3 285			2 170		(470	)		(177	)		0		(202	)		82			14 966

TOTAL CURRENT AND NON- CURRENT PROVISIONS		13 696		3 404			2 344		(2 436	)		(405	)		0		(202	)		269			16 670

(1)	Provisions for customers, suppliers and tax risk

Detailed information on post-employment benefits are disclosed in Note 25 – Post-employment benefits. The amounts involved are insignificant if taken individually.

Note 25 – Post-employment benefits

When employees retire, they receive retirement compensation as defined in the collective bargaining agreements.

The Group decided to apply the option under IAS 19 as amended, which allows the actuarial gains and losses relating to changes in assumptions occurring in calculating liabilities to be accounted for directly in equity.

Demographic assumptions

Mortality

Insee H/F 2009-2011 Table

Mobility

7.5% per annum up to the age of 35

3.5% up to 45 years of age

1.8% up to 50 years of age

0.9% 51 years and over

Retirement age

Voluntary retirement at 65 years of age

Sensitivity to the discount rate

1.64

1.89

2.14

The Group applies the collective bargaining agreements which are the most relevant in each country for its business. In France, the mostly applied collective bargaining agreements are the following:

•

National collective bargaining agreement for the pharmaceutical industry;

•

Syntec national collective bargaining agreement;

The amounts recognised in the combined balance sheet are determined as follows :


	December 31,						January 1,
(In thousands of euros)	2014		2013		2012		2012
Present value of funded obligations
Unrecognized prior service cost				—		—		—
Fair value of plan assets				—		—		—
Deficit of funded plans		0		0		0
Present value of unfunded obligations		14 824		9 296		10 118		7 449
TOTAL LIABILITY IN THE BALANCE SHEET		14 824		9 296		10 118		7 449

The defined benefit obligation and plan assets are composed as follows:


(In thousands of euros)	Present value of obligations			Fair value of plan assets		Total
At January 1, 2012		7 449					7 449
(Income)/expense :
Current service cost		603					603
Interest expense / (income)		291					291

Total		895			0		895
Remeasurements :
-Return on plan assets, excluding amounts included in interest		—					0
-Gains from change in demographic ass u		(21	)				(21	)
-Loss from change in financial assumpti o		2 197					2 197
-Experience gains		(308	)				(308	)

Total		1 867			0		1 867
Payments :
-Employer contributions		—			—		0
-Plan participant contributions		—			—		0
-Benefits payments		(99	)		—		(99	)

Total		(99	)		0		(99	)
Exchange differences		—			—
Acquired in a business combination		7			—		7
Reclassification					—		0
AT DECEMBER 31, 2012		10 118					10 118

(Income)/expense :
Current service cost		885			—		885
Interest expense / (income)		256			—		256

Total		1 140			—		1 140
Remeasurements :
amounts included in interest expense/(income)		—					0
-Gains from change in demographic ass u		(464	)				(464	)
-Gains from change in financial assumpt		(736	)				(736	)
-Experience gains		(285	)				(285	)

Total		(1 485	)		0		(1 485	)
Payments :
-Employer contributions		—			—		—
-Plan participant contributions		—			—		—
-Benefits payments		(428	)		—		(428	)

Total		(428	)		—		(428	)
Exchange differences		(50	)		—		(50	)
Acquired in a business combination		—			—		—
Reclassification					—		—
AT DECEMBER 31, 2013		9 296			0		9 296


(In thousands of euros)	Present value of obligations			Fair value of plan assets		Total
(Income)/expense :
Current service cost		1 132			—		1 132
Interest expense / (income)		421			—		421

Total		1 553			—		1 553
Remeasurements :
amounts included in interest expense/(income)		—					0
-Gains from change in demographic ass u		1 704					1 704
-Gains from change in financial assumpt		(1 220	)				(1 220	)
-Experience gains		(686	)				(686	)

Total		(202	)		0		(202	)
Payments :
-Employer contributions		—			—		—
-Plan participant contributions		—			—		—
-Benefits payments		(410	)		—		(410	)

Total		(410	)		—		(410	)
Exchange differences		56			—		56
Acquired in a business combination		—			—		—
Reclassification		4 531			—		—
AT DECEMBER 31, 2014		14 824			0		14 824

The significant actuarial assumptions were as follows:

January 1,

(In thousands of euros)

2014

2013

2012

France

Other
countries

France

Other
countries

France

Other
countries

France

Other
countries

Present value of obligation

9 289

5 535

8 713

583

9 472

646

6 792

657

Fair value of plan assets

—

Total

9 289

5 535

8 713

583

9 472

646

6 792

657


								January 1,
	2014	2013			2012			2012
	France	France			France			France
Net discount rate (*)	1,89%		3,17	%		2,70	%		4,70	%
Wage increases (including inflation)	1,40%		1,70	%		1,70	%		1,70	%

(*)	The discount rate applied for 2014 is 1.89% (Iboxx corporate rate +10 years restated of the two deteriorations of January 2) versus 3.17% in 2013 and 2.7% in 2012.

Note 26 – Other liabilities

December 31,

January 1,

(In thousands of euros)

2014

2013

2012

account

166

382

178

157

Clients – Credits to be established

588

455

248

1 149

Miscellaneous payables ⁽¹⁾

60 804

33 818

15 338

18 356

Other liabilities

61 391

34 273

15 586

19 505

Debts on acquisition of assets

580

223

9 375

Dividends payable

Deferred income

11 393

12 120

11 368

15 877

CURRENT OTHER LIABILITIES

73 530

46 789

27 355

44 914

Miscellaneous payables

1 458

1 722

2 523

3 188

Other liabilities

1 458

1 722

2 523

3 188

Debts on acquisition of assets

—

580

NON-CURRENT OTHER LIABILITIES

1 458

2 302

3 103

3 188

TOTAL OTHER LIABILITIES

74 988

49 091

30 457

48 101

(1)

Opus is a co-pay card service for patients, pre-funded by the pharmaceutical companies

Note 27 – Trade and other payables

December 31,

January 1,

(In thousands of euros)

2014

2013

2012

Trade payables - third parties

24 481

27 594

29 267

29 819

Amounts due to related parties

6 135

8 998

7 705

6 949

TRADE PAYABLES

30 616

36 592

36 972

36 768

Note 28 – Leases

Operating lease commitments – Group as a lessee

The Group leases various offices, IT equipment, photocopiers and vehicles under operating lease agreements. Real-estate leases are renewable every three-six-nine years.

The lease rental expenses were 29 million euros for the years ended at December 31, 2014 and 2013, and 33 million euros for the year ended at December 31, 2012.

The future aggregate minimum lease payments (contractual and discounted) under non-cancellable operating leases are as follows:

December 31,

(In thousands of euros)

2014

2013

2012

Minimum lease payments

Within one year

16 001

16 782

19 421

Between 1 and 5 years

19 548

24 704

30 366

More than 5 years

1 081

1 561

3 121

TOTAL MINIMUM LEASE PAYMENTS

36 631

43 047

52 908

Present value of the minimum lease payments

32 162

36 946

44 163

TOTAL PRESENT VALUE OF THE MINIMUM LEASE

PAYMENTS

32 162

36 946

44 163

Note 29 – Related Parties

The purpose of the present note is to present the transactions that exist between the Group and its related parties.

Relations with Cegedim SA and Cegedim other subsidiaries (not included in The Group perimeter)


	December 31,						January 1,
(In thousands of euros)	2014		2013		2012		2012
Long term financial assets		42 188		57 693		41 924		60 317
Trade receivables		4 580		2 860		3 607		2 833
Other receivables		993		—		—		2
Prepaid expenses		59		63		1		72

Assets		47 819		60 615		45 533		63 224

Trade payables		6 135		8 998		7 705		6 949
Borrowings		160 290		283 526		414 714		412 268
Other liabilities		154		188		40		36

Liabilities		166 579		292 711		422 458		419 253


	Years ended December 31,
(In thousands of euros)	2014			2013			2012
Revenue and other operationg income		16 054			19 501			20 378
Financial income		513			1 121			772

Income		16 568			20 622			21 150
External expenses		(29 272	)		(29 072	)		(31 927	)
Other operating expenses		(1 347	)		(1 487	)		(991	)
Financial expenses		(10 787	)		(12 554	)		(24 030	)

Expenses		(41 407	)		(43 114	)		(56 948	)

Key management compensation

In compliance with IAS 24, key managers are members of the Board of Directors with the authority and responsibility for planning, managing and controlling the Cegedim Group’s activities as well as any of the Cegedim group’s companies, directly or indirectly. These Directors are sitting on the Parent’s Board and payroll. Thus there is no compensation to report as such for the Group. The Parent’s guidance for the Group is then applied by General Managers who are employed by the Group. These General Managers did not bear equivalent responsibilities as the Cegedim Group’s Board over the years presented, so their compensation will be kept confidential.

Note 30 – Financial instruments

Financial instruments by category


As of December 31, 2012
(In thousands of euros)	Loans and receivables		Fair value through P&L		Derivatives used for hedging		Total
Assets as per balance sheet
Equity investments		—		—		—		—
Loans		42 056						42 056
Other long-term financial assets		5 327		—		—		5 327
Trade receivables		126 465		—		—		126 465
Other receivables (excluding income tax receivables)		5 252		—		—		5 252
Cash and cash equivalents		46 769		—		—		46 769
TOTAL		225 869		—		—		225 869


As of December 31, 2012
(In thousands of euros)	Other financial liabilities at amortized costs		Fair value through P&L		Derivatives used for hedging		Total
Liabilities as per balance sheet
Borrowings		414 717		—		—		414 717
Financial liabilities		1 037		—		—		1 037
Derivative financial instruments		—		—		—		0
Trade payables and other payables		36 972		—		—		36 972
Tax and social security liabilities (excluding income tax payable)		52 251						52 251
Other liabilities (excluding deferred income)		19 558						19 558
TOTAL		524 535		0		0		524 535


As of December 31, 2013
(In thousands of euros)	Loans and receivables		Fair value through P&L		Derivatives used for hedging		Total
Assets as per balance sheet
Equity investments		—		—		—		—
Loans		58 705						58 705
Other long-term financial assets		4 809		—		—		4 809
Trade receivables		120 853		—		—		120 853
Other receivables (excluding income tax receivables)		5 746		—		—		5 746
Cash and cash equivalents		71 296		—		—		71 296
TOTAL		261 409		—		—		261 409


As of December 31, 2013
(In thousands of euros)	Other financial liabilities at amortized costs		Fair value through P&L		Derivatives used for hedging		Total
Liabilities as per balance sheet
Borrowings		283 526		—		—		283 526
Financial liabilities		844						844
Derivative financial instruments		—		—		—		0
Trade payables and other payables		36 592		—		—		36 592
Tax and social security liabilities		49 918						49 918
(excluding income tax payable)
Other liabilities (excluding deferred income)		36 828						36 828
TOTAL		407 708		0		0		407 708


As of December 31, 2014
(In thousands of euros)	Loans and receivables		Fair value through P&L		Derivatives used for hedging		Total
Assets as per balance sheet
Equity investments		—		—		—		—
Loans		42 219						42 219
Other long-term financial assets		4 102		—		—		4 102
Trade receivables		129 187		—		—		129 187
Other receivables (excluding income tax receivables)		6 615		—		—		6 615
Cash and cash equivalents		105 400		—		—		105 400
TOTAL		287 523		—		—		287 523


As of December 31, 2014
(In thousands of euros)	Other financial liabilities at amortized costs		Fair value through P&L		Derivatives used for hedging		Total
Liabilities as per balance sheet
Borrowings		160 246		—		—		160 246
Financial liabilities		826						826
Derivative financial instruments		—		—		—		0
Trade payables and other payables		30 616		—		—		30 616
Tax and social security liabilities (excluding income tax payable)		53 582						53 582
Other liabilities (excluding deferred income)		63 595						63 595
TOTAL		308 865		0		0		308 865

Note 31 – Legal entities

The following table provides an overview of the Group’s operating subsidiaries.


					December 31,
					2014						2013						2012
Name of subsidiary	Country		City		% of control			% owned			% of control			% owned			% of control			% owned
Cegedim Secteur 1		FRANCE		BOULOGNE		100	%		100	%		100	%		100	%		100	%		100	%
Amix		FRANCE		MONTARGIS		100	%		100	%		100	%		100	%		100	%		100	%
C D S - Centre de Services		FRANCE		BOULOGNE		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim support Montargis		FRANCE		AMILLY		100	%		100	%		100	%		100	%		—			—
CSD France		FRANCE		BOULOGNE		100	%		100	%		100	%		100	%		100	%		100	%
Icomed		FRANCE		BOULOGNE		100	%		100	%		100	%		100	%		100	%		100	%
Reportive		FRANCE		BOULOGNE		100	%		100	%		100	%		100	%		100	%		100	%
Primeum Cegedim		FRANCE		PARIS		50	%		50	%		50	%		50	%		50	%		50	%
Rosenwald (TOA to Cegedim SA the 01/01/2013)		FRANCE		BOULOGNE		—			—			—			—			100	%		100	%
Cegedim algérie		ALGERIA		ALGER		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim Strategic Data Argentina		ARGENTINA		BUENOS AIRES		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim Australia Pty. Ltd		AUSTRALIA		PYMBLE		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim Strategic Data Australia Pty Ltd		AUSTRALIA		CHIPPENDALE		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim Gmbh		AUSTRIA		VIENNA		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim Strategic Data Belgium		BELGIUM		DROGENBOS		100	%		100	%		100	%		100	%		100	%		100	%
Icomed Belgium		BELGIUM		DROGENBOS		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim Do Brasil		BRAZIL		SAO PAULO		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim Canada Ltd		CANADA		SCARBOROUGH		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim Strategic Canada (liquidated the 07/04/2012)		CANADA		MONTREAL		—			—			—			—			—			—
Cegedim China		CHINA		SHANGHAI		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim Strategic Data (China) Co., Ltd		CHINA		SHANGHAI		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim Colombia Ltda		COLOMBIA		BOGOTA		100	%		100	%		100	%		100	%		100	%		100	%
Ms Centroamerica y el Caraibe, SA		COSTA RICA		HEREDIA		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim CZ Sro		CZECH REPUBLIC		PRAGUE		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim Denmark AS		DENMARK		SOBORG		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim Ecuador (liquidated the 10/04/2013)		ECUADOR		QUITO		—			—			100	%		100	%		100	%		100	%
Cegedim Trends L.L.C		EGYPT		CAIRO		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim Finland		FINLAND		ESPOO		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim Deutschland MBH		GERMANY		BENSHEIM		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim Holding Gmbh		GERMANY		BENSHEIM		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim Strategic Data Gmbh		GERMANY		BENSHEIM		100	%		100	%		100	%		100	%		100	%		100	%
Medimed GMBH		GERMANY		BENSHEIM		100	%		100	%		100	%		100	%		100	%		100	%
Schwarzeck Verlag Gmbh		GERMANY		MUNICH		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim Strategic Data Medical Research Ltd		GREAT BRITAIN		CHERTSEY SURREY		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim Strategic Data UK Limited		GREAT BRITAIN		CHERTSEY SURREY		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim UK Ltd		GREAT BRITAIN		CHERTSEY SURREY		100	%		100	%		100	%		100	%		100	%		100	%
Hospital Marketing Services Ltd		GREAT BRITAIN		EASTLEIGH		100	%		100	%		100	%		100	%		100	%		100	%
Infopharm Ltd		GREAT BRITAIN		CHERTSEY SURREY		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim Hellas		GREECE		ATHENS		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim Centroamerica y el caraibe (liquidated the 06/30/2014)		GUATEMALA		GUATEMALA		—			—			100	%		100	%		100	%		100	%
Cegedim Computer Technics Development and Trading Co. Ltd		HUNGARY		BUDAPEST		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim India Private Limited		INDIA		MUMBAI		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim Software India Private Limited		INDIA		BANGALORE		100	%		100	%		100	%		100	%		100	%		100	%
Intercam LTD		IRLANDE		DUBLIN		100	%		100	%		100	%		100	%		100	%		100	%


					December 31,
					2014						2013						2012
Name of subsidiary	Country		City		% of control			% owned			% of control			% owned			% of control			% owned
Cegedim Italia		ITALY		MILAN		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim Strategic Data Italia		ITALY		MILAN		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim Strategic Data Medical Research S.R.L		ITALY		MILAN		100	%		100	%		100	%		100	%		100	%		100	%
Longimetrica		ITALY		MILAN		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim KK		JAPAN		OSAKA		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim Strategic Data KK		JAPAN		OSAKA		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim Kazakhstan		KAZAKHSTAN		ALMATY		100	%		100	%		100	%		100	%		—			—
Cegedim Malaysia Sdn (liquidated the 06/30/2014)		MALAYSIA		KUALA LUMPUR		—			—			100	%		100	%		100	%		100	%
Cegedim Mexico		MEXICO		MEXICO CITY		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim Netherland		NETHERLANDS		NAARDEN		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim New Zealand Ltd		NEW ZEALAND		AUCKLAND		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim Norway AS		NORWAY		OSLO		100	%		100	%		100	%		100	%		100	%		100	%
Camm Eastern Europe (liquidated the 09/06/2013)		POLAND		WARSAW		—			—			100	%		100	%		100	%		100	%
Cegedim Group Poland		POLAND		WARSAW		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim Portugal		PORTUGAL		PORTO SALVO		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim Romania SRL		ROMANIA		BUCHAREST		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim LLC		RUSSIA		MOSCOU		100	%		100	%		100	%		100	%		100	%		100	%
Institute Of Medical Communication		RUSSIA		MOSCOW		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim Asia Pacific Pte Ltd		SINGAPORE		SINGAPORE		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim Sk Sro		SLOVAKIA		BRATISLAVA		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim Korea Ltd		SOUTH KOREA		SEOUL		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim Strategic Data Korea		SOUTH KOREA		SEOUL		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim Hispania		SPAIN		MADRID		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim Strategic Data Espana		SPAIN		MADRID		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim AB		SWEDEN		STOCKHOLM		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim Sweden AB		SWEDEN		STOCKHOLM		100	%		100	%		100	%		100	%		100	%		100	%
Nordisk Medicin Information AB		SWEDEN		STOCKHOLM		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim Switzerland		SWITZERLAND		ZURICH		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim Taiwan Co Ltd		TAIWAN		TAIPEI		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim Tunisie (TOA to Gers Maghreb the 01/01/2014)		TUNISIA		TUNIS		—			—			100	%		100	%		100	%		100	%
Gers Maghreb		TUNISIA		TUNIS		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim Bilisim AS		TURKEY		ISTANBUL		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim Ukraine LLC		UKRAINE		KIEV		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim Strategic Data USA LLC		USA		JERSEY CITY		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim USA		USA		BEDMINSTER		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim INC		USA		BEDMINSTER		100	%		100	%		100	%		100	%		100	%		100	%
SK&A Information Sysytem		USA		IRVINE		100	%		100	%		100	%		100	%		100	%		100	%
Cegedim Venezuela		VENEZUELA		CARACAS		100	%		100	%		100	%		100	%		100	%		100	%

IMS Health Holdings, Inc. - FORM 8-K/A - EX-99.1 - May 4, 2015

Attached files

IMS Health Holdings, Inc. Reports