EX-99.1 2 a14-18161_2ex99d1.htm EX-99.1

Exhibit 99.1

 

HALF-YEAR FINANCIAL REPORT

2014

 

CONTENTS

 

 

CONDENSED HALF-YEAR CONSOLIDATED FINANCIAL STATEMENTS

 

 

 

CONSOLIDATED BALANCE SHEETS — ASSETS

2

CONSOLIDATED BALANCE SHEETS — LIABILITIES AND EQUITY

3

CONSOLIDATED INCOME STATEMENTS

4

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

5

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

6

CONSOLIDATED STATEMENTS OF CASH FLOWS

7

NOTES TO THE CONDENSED HALF-YEAR CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2014

8

 

 

A/ BASIS OF PREPARATION OF THE HALF-YEAR FINANCIAL STATEMENTS AND ACCOUNTING POLICIES

8

 

 

B/ SIGNIFICANT INFORMATION FOR THE FIRST HALF OF 2014

13

 

 

C/ EVENTS SUBSEQUENT TO JUNE 30, 2014

36

 

The condensed half-year consolidated financial statements are unaudited but have been subject to a review

by the statutory auditors in accordance with professional standards applicable in France.

 



 

CONSOLIDATED BALANCE SHEETS — ASSETS

 

(€ million)

 

Note

 

June 30,
2014

 

December 31,
2013 (1)

 

Property, plant and equipment

 

B.2.

 

10,090

 

10,182

 

Goodwill

 

B.3. - B.4.

 

37,421

 

37,134

 

Other intangible assets

 

B.3. - B.4.

 

14,254

 

15,395

 

Investments in associates and joint ventures

 

B.5.

 

1,730

 

448

 

Non-current financial assets

 

B.6.

 

2,069

 

4,826

 

Deferred tax assets

 

 

 

4,769

 

4,144

 

Non-current assets

 

 

 

70,333

 

72,129

 

Inventories

 

 

 

6,784

 

6,352

 

Accounts receivable

 

B.7.

 

7,137

 

6,831

 

Other current assets

 

 

 

2,074

 

2,287

 

Current financial assets

 

 

 

68

 

185

 

Cash and cash equivalents

 

B.9.

 

4,306

 

8,257

 

Current assets

 

 

 

20,369

 

23,912

 

Assets held for sale or exchange

 

 

 

18

 

14

 

TOTAL ASSETS

 

 

 

90,720

 

96,055

 

 


(1)         Includes the impact of first-time application of IFRIC 21 (see Note A.1.3.).

 

The accompanying notes on pages 8 to 36 are an integral part of the condensed half-year consolidated financial statements.

 

2



 

CONSOLIDATED BALANCE SHEETS — LIABILITIES AND EQUITY

 

(€ million)

 

Note

 

June 30,
2014

 

December 31,
2013(1)

 

Equity attributable to equity holders of Sanofi

 

 

 

51,637

 

56,904

 

Equity attributable to non-controlling interests

 

 

 

130

 

129

 

Total equity

 

B.8.

 

51,767

 

57,033

 

Long-term debt

 

B.9.

 

10,113

 

10,414

 

Non-current liabilities related to business combinations and to non-controlling interests

 

B.11.

 

974

 

884

 

Provisions and other non-current liabilities

 

B.12.

 

9,066

 

8,735

 

Deferred tax liabilities

 

 

 

4,600

 

5,060

 

Non-current liabilities

 

 

 

24,753

 

25,093

 

Accounts payable

 

 

 

3,228

 

3,003

 

Other current liabilities

 

 

 

6,180

 

6,725

 

Current liabilities related to business combinations and to non-controlling interests

 

B.11.

 

109

 

24

 

Short-term debt and current portion of long-term debt

 

B.9.

 

4,683

 

4,176

 

Current liabilities

 

 

 

14,200

 

13,928

 

Liabilities related to assets held for sale or exchange

 

 

 

 

1

 

TOTAL LIABILITIES & EQUITY

 

 

 

90,720

 

96,055

 

 


(1)         Includes the impact of first-time application of IFRIC 21 (see Note A.1.3.).

 

The accompanying notes on pages 8 to 36 are an integral part of the condensed half-year consolidated financial statements.

 

3



 

CONSOLIDATED INCOME STATEMENTS

 

(€ million)

 

Note

 

June 30,
2014
(6 months)

 

June 30,
2013(1)
(6 months)

 

December 31,
2013(1)
(12 months)

 

Net sales

 

B.18.4.

 

15,917

 

16,062

 

32,951

 

Other revenues

 

 

 

154

 

181

 

355

 

Cost of sales

 

 

 

(5,124

)

(5,221

)

(10,991

)

Gross profit

 

 

 

10,947

 

11,022

 

22,315

 

Research and development expenses

 

 

 

(2,327

)

(2,342

)

(4,770

)

Selling and general expenses

 

 

 

(4,333

)

(4,446

)

(8,603

)

Other operating income

 

 

 

116

 

347

 

691

 

Other operating expenses

 

 

 

(87

)

(177

)

(241

)

Amortization of intangible assets

 

B.3.

 

(1,301

)

(1,543

)

(2,914

)

Impairment of intangible assets

 

B.4.

 

(74

)

(440

)

(1,387

)

Fair value remeasurement of contingent consideration liabilities

 

B.11.

 

(132

)

(117

)

314

 

Restructuring costs

 

B.15.

 

(135

)

(159

)

(300

)

Other gains and losses, and litigation

 

 

 

 

 

 

Operating income

 

 

 

2,674

 

2,145

 

5,105

 

Financial expenses

 

B.16.

 

(292

)

(311

)

(612

)

Financial income

 

B.16.

 

157

 

34

 

109

 

Income before tax and associates and joint ventures

 

 

 

2,539

 

1,868

 

4,602

 

Income tax expense

 

B.17.

 

(624

)

(351

)

(763

)

Share of profit/(loss) of associates and joint ventures

 

 

 

7

 

4

 

35

 

Net income

 

 

 

1,922

 

1,521

 

3,874

 

Net income attributable to non-controlling interests

 

 

 

61

 

84

 

158

 

Net income attributable to equity holders of Sanofi

 

 

 

1,861

 

1,437

 

3,716

 

Average number of shares outstanding (million)

 

B.8.6.

 

1,317.2

 

1,323.9

 

1,323.1

 

Average number of shares outstanding after dilution (million)

 

B.8.6.

 

1,333.8

 

1,340.5

 

1,339.1

 

— Basic earnings per share (in euros)

 

 

 

1.41

 

1.09

 

2.81

 

— Diluted earnings per share (in euros)

 

 

 

1.40

 

1.07

 

2.77

 

 


(1)         Includes the impact of first-time application of IFRIC 21 (see Note A.1.3.)..

 

The accompanying notes on pages 8 to 36 are an integral part of the condensed half-year consolidated financial statements.

 

4



 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

(€ million)

 

Note

 

June 30,
2014
(6 months)

 

June 30,
2013(1)
(6 months)

 

December 31,
2013(1)
(12 months)

 

Net income

 

 

 

1,922

 

1,521

 

3,874

 

Attributable to equity holders of Sanofi

 

 

 

1,861

 

1,437

 

3,716

 

Attributable to non-controlling interests

 

 

 

61

 

84

 

158

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

·  Actuarial gains/(losses)

 

B.12.

 

(477

)

721

 

807

 

·  Tax effect

 

 

 

153

 

(138

)

(149

)

Sub-total: items not subsequently reclassifiable to profit or loss (a)

 

 

 

(324

)

583

 

658

 

·  Available-for-sale financial assets

 

B.8.7.

 

(3,101

)

754

 

1,208

 

·  Cash flow hedges

 

 

 

(2

)

(3

)

(3

)

·  Change in currency translation differences

 

 

 

377

 

(329

)

(1,804

)

·  Tax effect

 

B.8.7.

 

330

 

(73

)

(208

)

Sub-total: items subsequently reclassifiable to profit or loss (b)

 

 

 

(2,396

)

349

 

(807

)

Other comprehensive income for the period, net of taxes (a+b)

 

 

 

(2,720

)

932

 

(149

)

Comprehensive income

 

 

 

(798

)

2,453

 

3,725

 

Attributable to equity holders of Sanofi

 

 

 

(861

)

2,374

 

3,581

 

Attributable to non-controlling interests

 

 

 

63

 

79

 

144

 

 


(1)         Includes the impact of first-time application of IFRIC 21 (see Note A.1.3.).

 

The accompanying notes on pages 8 to 36 are an integral part of the condensed half-year consolidated financial statements.

 

5



 

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

 

(€ million)

 

Share
capital

 

Additional
paid-in
capital and
retained
earnings(1)

 

Treasury
shares

 

Stock
options
and other
share-based
payment

 

Other
comprehensive
income(2)

 

Attributable to
equity

holders
of Sanofi(1)

 

Attributable
to
non-controlling
interests

 

Total
equity(1)

 

Balance at January 1, 2013 — published financial statements

 

2,653

 

52,896

 

(207

)

2,160

 

(170

)

57,332

 

134

 

57,466

 

Impact of applying IFRIC 21

 

 

20

 

 

 

 

20

 

 

20

 

Balance at January 1, 2013 — with IFRIC 21 impact

 

2,653

 

52,916

 

(207

)

2,160

 

(170

)

57,352

 

134

 

57,486

 

Other comprehensive income for the period

 

 

583

 

 

 

354

 

937

 

(5

)

932

 

Net income for the period

 

 

1,437

 

 

 

 

1,437

 

84

 

1,521

 

Comprehensive income for the period

 

 

2,020

 

 

 

354

 

2,374

 

79

 

2,453

 

Dividend paid out of 2012 earnings (€2.77 per share)

 

 

(3,638

)

 

 

 

(3,638

)

 

(3,638

)

Payment of dividends and equivalents to non-controlling interests

 

 

 

 

 

 

 

(67

)

(67

)

Share repurchase program

 

 

 

(892

)

 

 

(892

)

 

(892

)

Reduction in share capital

 

(17

)

(585

)

602

 

 

 

 

 

 

Share-based payment plans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

·         Exercise of stock options

 

24

 

717

 

 

 

 

741

 

 

741

 

·         Issuance of restricted shares

 

4

 

(4

)

 

 

 

 

 

 

·         Proceeds from sale of treasury shares on exercise of stock options

 

 

 

2

 

 

 

2

 

 

2

 

·         Value of services obtained from employees

 

 

 

 

85

 

 

85

 

 

85

 

·         Tax effects of the exercise of stock options

 

 

 

 

24

 

 

24

 

 

24

 

Changes in non-controlling interests without loss of control

 

 

27

 

 

 

 

27

 

(17

)

10

 

Balance at June 30, 2013

 

2,664

 

51,453

 

(495

)

2,269

 

184

 

56,075

 

129

 

56,204

 

Other comprehensive income for the period

 

 

75

 

 

 

(1,147

)

(1,072

)

(9

)

(1,081

)

Net income for the period

 

 

2,279

 

 

 

 

2,279

 

74

 

2,353

 

Comprehensive income for the period

 

 

2,354

 

 

 

(1,147

)

1,207

 

65

 

1,272

 

Payment of dividends and equivalents to non-controlling interests

 

 

 

 

 

 

 

(73

)

(73

)

Share repurchase program

 

 

 

(749

)

 

 

(749

)

 

(749

)

Reduction in share capital

 

(25

)

(975

)

1,000

 

 

 

 

 

 

Share-based payment plans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

·         Exercise of stock options

 

7

 

158

 

 

 

 

165

 

 

165

 

·         Issuance of restricted shares

 

 

 

 

 

 

 

 

 

·         Employee share ownership plans

 

3

 

95

 

 

 

 

98

 

 

98

 

·         Proceeds from sale of treasury shares on exercise of stock options

 

 

 

 

 

 

 

 

 

·         Value of services obtained from employees

 

 

 

 

115

 

 

115

 

 

115

 

·         Tax effects of the exercise of stock options

 

 

 

 

6

 

 

6

 

 

6

 

Changes in non-controlling interests without loss of control

 

 

(13

)

 

 

 

(13

)

8

 

(5

)

Balance at December 31, 2013(1)

 

2,649

 

53,072

 

(244

)

2,390

 

(963

)

56,904

 

129

 

57,033

 

Other comprehensive income for the period

 

 

(324

)

 

 

(2,398

)

(2,722

)

2

 

(2,720

)

Net income for the period

 

 

1,861

 

 

 

 

1,861

 

61

 

1,922

 

Comprehensive income for the period

 

 

1,537

 

 

 

(2,398

)

(861

)

63

 

(798

)

Dividend paid out of 2013 earnings (€2.80 per share)

 

 

(3,676

)

 

 

 

(3,676

)

 

(3,676

)

Payment of dividends and equivalents to non-controlling interests

 

 

 

 

 

 

 

(69

)

(69

)

Share repurchase program(3)

 

 

 

(1,012

)

 

 

(1,012

)

 

(1,012

)

Reduction in share capital(3)

 

(16

)

(589

)

605

 

 

 

 

 

 

Share-based payment plans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

·         Exercise of stock options

 

8

 

232

 

 

 

 

240

 

 

240

 

·         Issuance of restricted shares

 

1

 

(1

)

 

 

 

 

 

 

·         Proceeds from sale of treasury shares on exercise of stock options

 

 

 

 

 

 

 

 

 

·         Value of services obtained from employees

 

 

 

 

85

 

 

85

 

 

85

 

·         Tax effects of the exercise of stock options

 

 

 

 

 

 

 

 

 

Changes in non-controlling interests without loss of control

 

 

(43

)

 

 

 

(43

)

7

 

(36

)

Balance at June 30, 2014

 

2,642

 

50,532

 

(651

)

2,475

 

(3,361

)

51,637

 

130

 

51,767

 

 


(1)             Includes the impact of first-time application of IFRIC 21 (see Note A.1.3.).

(2)             See Note B.8.7.

(3)             See Notes B.8.2. and B.8.3.

 

The accompanying notes on pages 8 to 36 are an integral part of the condensed half-year consolidated financial statements.

 

6



 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(€ million)

 

Note

 

June 30,
2014
(6 months)

 

June 30,
2013(1)
(6 months)

 

December 31,
2013(1)
(12 months)

 

Net income attributable to equity holders of Sanofi(1)

 

 

 

1,861

 

1,437

 

3,716

 

Non-controlling interests, excluding BMS(2)

 

 

 

4

 

8

 

17

 

Share of undistributed earnings of associates and joint ventures

 

 

 

23

 

11

 

2

 

Depreciation, amortization and impairment of property, plant and equipment and intangible assets

 

 

 

1,981

 

2,608

 

5,569

 

Gains and losses on disposals of non-current assets, net of tax(3)

 

 

 

(116

)

(169

)

(275

)

Net change in deferred taxes

 

 

 

(636

)

(606

)

(1,010

)

Net change in provisions(4)

 

 

 

(202

)

(703

)

(1,335

)

Cost of employee benefits (stock options and other share-based payments)

 

 

 

85

 

85

 

200

 

Impact of the workdown of acquired inventories remeasured at fair value

 

 

 

 

6

 

8

 

Unrealized (gains)/losses recognized in income

 

 

 

211

 

232

 

(74

)

Operating cash flow before changes in working capital

 

 

 

3,211

 

2,909

 

6,818

 

(Increase)/decrease in inventories

 

 

 

(392

)

(512

)

(117

)

(Increase)/decrease in accounts receivable

 

 

 

(210

)

(310

)

175

 

Increase/(decrease) in accounts payable

 

 

 

215

 

123

 

(124

)

Net change in other current assets, current financial assets and other current liabilities(1)

 

 

 

(290

)

(185

)

202

 

Net cash provided by/(used in) operating activities(5)

 

 

 

2,534

 

2,025

 

6,954

 

Acquisitions of property, plant and equipment and intangible assets

 

B.2. – B.3.

 

(637

)

(728

)

(1,398

)

Acquisitions of investments in consolidated undertakings, net of cash acquired(6)

 

B.1.

 

(1,124

)

(198

)

(235

)

Acquisitions of available-for-sale financial assets

 

 

 

(557

)

(6

)

(18

)

Proceeds from disposals of property, plant and equipment, intangible assets and other non-current assets, net of tax(7)

 

 

 

182

 

308

 

409

 

Net change in loans and other financial assets

 

 

 

(16

)

(31

)

(31

)

Net cash provided by/(used in) investing activities

 

 

 

(2,152

)

(655

)

(1,273

)

Issuance of Sanofi shares

 

B.8.1.

 

240

 

741

 

1,004

 

Dividends paid:

 

 

 

 

 

 

 

 

 

· to equity holders of Sanofi

 

 

 

(3,676

)

(3,638

)

(3,638

)

· to non-controlling interests, excluding BMS(2)

 

 

 

(6

)

(9

)

(12

)

Transactions with non-controlling interests, other than dividends

 

 

 

 

(1

)

(40

)

Additional long-term debt contracted

 

B.9.1.

 

5

 

1,141

 

3,119

 

Repayments of long-term debt

 

B.9.1.

 

(1,081

)

(2,742

)

(2,822

)

Net change in short-term debt

 

 

 

1,191

 

1,873

 

302

 

Acquisitions of treasury shares

 

B.8.2.

 

(1,012

)

(892

)

(1,641

)

Disposals of treasury shares, net of tax

 

 

 

 

2

 

2

 

Net cash provided by/(used in) financing activities

 

 

 

(4,339

)

(3,525

)

(3,726

)

Impact of exchange rates on cash and cash equivalents

 

 

 

6

 

(45

)

(79

)

Net change in cash and cash equivalents

 

 

 

(3,951

)

(2,200

)

1,876

 

Cash and cash equivalents, beginning of period

 

 

 

8,257

 

6,381

 

6,381

 

Cash and cash equivalents, end of period

 

B.9.

 

4,306

 

4,181

 

8,257

 

 


(1)         Includes the impact of first-time application of IFRIC 21 (see Note A.1.3.).

(2)         See Note C.1. to the financial statements for the year ended December 31, 2013.

(3)         Includes available-for-sale financial assets.

(4)         This line item includes contributions paid to pension funds (see Note B.12.).

(5)         Includes:

 

— Income tax paid

 

(1,355

)

(1,026

)

(2,370

)

— Interest paid (excluding cash flows on derivative instruments used to hedge debt)

 

(186

)

(269

)

(491

)

— Interest received (excluding cash flows on derivative instruments used to hedge debt)

 

33

 

24

 

49

 

— Dividends received from non-consolidated entities

 

3

 

4

 

5

 

 

(6)         This line item also includes payments made in respect of contingent consideration identified and recognized as a liability in business combinations.

(7)         This line item includes proceeds from disposals of investments in consolidated entities and of other non-current financial assets.

 

The accompanying notes on pages 8 to 36 are an integral part of the condensed half-year consolidated financial statements.

 

7



 

NOTES TO THE CONDENSED HALF-YEAR CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2014

 

INTRODUCTION

 

Sanofi, together with its subsidiaries (collectively “Sanofi” or “the Group”), is a global healthcare leader engaged in the research, development and marketing of therapeutic solutions focused on patient needs.

 

Sanofi is listed in Paris (Euronext: SAN) and New York (NYSE: SNY).

 

The condensed consolidated financial statements for the six months ended June 30, 2014 were reviewed by the Sanofi Board of Directors at the Board meeting on July 30, 2014.

 

A/ Basis of preparation of the half-year financial statements and accounting policies

 

A.1. INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS)

 

The half-year consolidated financial statements have been prepared and presented in condensed format in accordance with IAS 34 (Interim Financial Reporting). The accompanying notes therefore relate to significant events and transactions of the period, and should be read in conjunction with the consolidated financial statements for the year ended December 31, 2013.

 

The accounting policies used in the preparation of the consolidated financial statements as of June 30, 2014 comply with international financial reporting standards (IFRS) as endorsed by the European Union and as issued by the International Accounting Standards Board (IASB). Except for the change described in Note A.1.3., the accounting policies applied as of June 30, 2014 are identical to those described in the notes to the published consolidated financial statements as of December 31, 2013.

 

IFRS as endorsed by the European Union as of June 30, 2014 can be accessed under the heading “IAS/IFRS Standards and Interpretations” at:

 

http://ec.europa.eu/internal_market/accounting/ias/index_en.htm

 

A.1.1. New standards and amendments applicable in 2014

 

The new standards, amendments to standards, and interpretations issued by the IASB and that are mandatorily applicable with effect from the 2014 financial year are:

 

·             IFRIC 21 (Levies), an interpretation issued in May 2013 and endorsed by the European Union in June 2014, has been applied by Sanofi with effect from January 1, 2014. This interpretation clarifies that the triggering event for the recognition of a liability for levies (i.e. miscellaneous taxes, duties and other levies not within the scope of IAS 12) is determined by reference to the terms of the relevant legislation, regardless of the period used as the basis for calculating the levy. Consequently, a liability for payment of a levy cannot be recognized progressively in interim financial statements if there is no present obligation at the interim reporting date. This interpretation has only a limited impact on the Sanofi Group, as shown in Note A.1.3.

 

·             The amendment to IAS 32 (Financial Instruments: Presentation), issued in December 2011 and endorsed by the European Union in December 2012, is applicable retrospectively to annual periods beginning on or after January 1, 2014. This amendment clarifies the rules on offsetting.

 

8



 

·             In October 2012, the IASB issued ‘‘Investment Entities’’, an amendment to IFRS 10, IFRS 12 and IAS 27. This amendment was endorsed by the European Union on November 21, 2013 and is applicable from January 1, 2014. An investment entity is an entity meeting specific criteria; in particular its corporate purpose is to invest funds solely in order to obtain returns in the form of capital appreciation and/or investment income. The amendment requires investment entities to account for their investment in the entities they control at fair value through profit or loss; this is an exception to the IFRS 10 consolidation requirements. This amendment has no impact on the Sanofi consolidated financial statements.

 

Various other standards and amendments to standards are applicable from 2014 onwards. However, those pronouncements have no impact on the Group’s annual or half-year financial statements.

 

A.1.2. New standards, interpretations and amendments issued in the first half of 2014

 

In January 2014, the IASB issued IFRS 14 (Regulatory Deferral Accounts). The objective of this standard is to improve the comparability of financial information for entities that are engaged in rate-regulated activities, and is not applicable to Sanofi.

 

At the end of May 2014, the IASB issued IFRS 15 (Revenue from Contracts with Customers). This standard relates to the recognition and measurement of revenue arising in the course of an entity’s ordinary activities from contracts with customers (net sales). IFRS 15 is a converged standard common to both IFRS and U.S. Generally Accepted Accounting Principles (U.S. GAAP). It will replace IAS 18 (Revenue) and IAS 11 (Construction Contracts). First-time application of IFRS 15, which has not yet been endorsed by the European Union, is scheduled for annual accounting periods beginning on or after January 1, 2017. An analysis of the impacts of IFRS 15 is ongoing.

 

In May 2014, the IASB issued two amendments that are applicable from 2016 onwards and have not yet been endorsed by the European Union:

 

·             “Clarification of Acceptable Methods of Depreciation and Amortization”, an amendment to IAS 16 and IAS 38. This amendment clarifies the methods that may be applied in depreciating or amortizing certain assets on the basis of the economic benefits they generate. It will not affect the depreciation and amortization methods applied by Sanofi.

 

·             “Accounting for Acquisitions of Interests in Joint Operations”, an amendment to IFRS 11. This amendment applies in cases where an existing business is contributed to a joint operation, or where an entity acquires items constituting a joint operation that meets the definition of a business, and clarifies that in those cases the principles described in IFRS 3 (Business Combinations) must be applied in accounting for the transaction. This amendment has no impact at present.

 

A.1.3. Change of accounting policy on first-time application of IFRIC 21

 

As indicated in Note A.1.1., IFRIC 21 (Levies) has been applied by Sanofi with effect from January 1, 2014.

 

The effects of the first-time application of IFRIC 21 on the consolidated balance sheet are as follows:

 

·                      Reduction in Other current liabilities of €29 million as of December 31, 2013 and €30 million as of December 31, 2012, corresponding to levies not payable as of December 31;

 

·                      Reduction in Deferred tax assets relating to those current liabilities, amounting to €10 million as of December 31, 2013 and December 31, 2012;

 

·                      And as a matching entry, an increase in Shareholders’ equity attributable to equity holders of Sanofi of €19 million as of December 31, 2013 and €20 million as of December 31, 2012.

 

9



 

The effects on the consolidated income statement for the year ended December 31, 2013 are presented below:

 

(€ million)

 

As published
December 31, 2013
(12 months)

 

Impact of
IFRIC 21

 

After IFRIC 21
December 31, 2013
(12 months)

 

Cost of sales

 

(10,990

)

(1

)

(10,991

)

Gross profit

 

22,316

 

(1

)

22,315

 

Research and development expenses

 

(4,770

)

 

(4,770

)

Selling and general expenses

 

(8,602

)

(1

)

(8,603

)

Other operating expenses

 

(242

)

1

 

(241

)

Operating income

 

5,106

 

(1

)

5,105

 

Income before tax and associates and joint ventures

 

4,603

 

(1

)

4,602

 

Income tax expense

 

(763

)

 

(763

)

Net income

 

3,875

 

(1

)

3,874

 

Net income attributable to equity holders of Sanofi

 

3,717

 

(1

)

3,716

 

Basic earnings per share (in euros)

 

2.81

 

 

2.81

 

Diluted earnings per share (in euros)

 

2.78

 

(0.01

)

2.77

 

 

The effects on the consolidated income statement for the first half of 2013 are presented below:

 

(€ million)

 

As published
June 30, 2013
(6 months)

 

Impact of
IFRIC 21

 

After IFRIC 21
June 30, 2013
(6 months)

 

Cost of sales

 

(5,214

)

(7

)

(5,221

)

Gross profit

 

11,029

 

(7

)

11,022

 

Research and development expenses

 

(2,341

)

(1

)

(2,342

)

Selling and general expenses

 

(4,438

)

(8

)

(4,446

)

Other operating expenses

 

(177

)

 

(177

)

Operating income

 

2,161

 

(16

)

2,145

 

Income before tax and associates and joint ventures

 

1,884

 

(16

)

1,868

 

Income tax expense

 

(356

)

5

 

(351

)

Net income

 

1,532

 

(11

)

1,521

 

Net income attributable to equity holders of Sanofi

 

1,448

 

(11

)

1,437

 

Basic earnings per share (in euros)

 

1.09

 

 

1.09

 

Diluted earnings per share (in euros)

 

1.08

 

(0.01

)

1.07

 

 

The effects on the consolidated statement of comprehensive income are limited to the effects on Net income.

 

Because these effects do not represent cash inflows or outflows, there is no impact on net cash provided by operating activities for the first half of 2013 and the year ended December 31, 2013 as reported in the consolidated statement of cash flows. Consequently, these effects are reflected in the consolidated statement of cash flows in the line items Net income attributable to equity holders of Sanofi, Operating cash flow before changes in working capital and Net change in other current assets, current financial assets and other current liabilities.

 

10



 

A.2. USE OF ESTIMATES

 

The preparation of financial statements requires management to make reasonable estimates and assumptions based on information available at the date of the finalization of the financial statements. Those estimates and assumptions may affect the reported amounts of assets, liabilities, revenues and expenses in the financial statements, and disclosures of contingent assets and contingent liabilities as at the date of the review of the financial statements. Examples of estimates and assumptions include:

 

·             amounts deducted from sales for projected sales returns, chargeback incentives, rebates and price reductions;

 

·             impairment of property, plant and equipment, intangible assets, and investments in associates and joint ventures;

 

·             the valuation of goodwill, and the valuation and useful life of acquired intangible assets;

 

·             the amount of post-employment benefit obligations;

 

·             the amount of provisions for restructuring, litigation, tax risks and environmental risks;

 

·             the amount of deferred tax assets resulting from tax loss carry-forwards and deductible temporary differences;

 

·             the measurement of contingent consideration.

 

For half-year financial reporting purposes, and as allowed under IAS 34, Sanofi has determined income tax expense on the basis of an estimate of the effective tax rate for the full financial year. This rate is applied to business operating income minus net financial expenses, and before (i) the share of profit/loss of associates and joint ventures and (ii) net income attributable to non-controlling interests. The estimated full-year effective tax rate is based on the tax rates that will be applicable to projected pre-tax profits or losses arising in the various tax jurisdictions in which Sanofi operates.

 

Actual results could vary from these estimates.

 

A.3. SEASONAL TRENDS

 

Sanofi’s activities are not subject to significant seasonal fluctuations.

 

11



 

A.4. FAIR VALUE OF FINANCIAL INSTRUMENTS

 

Under IFRS 7 (Financial Instruments: Disclosures), fair value measurements must be classified using a hierarchy based on the inputs used to measure the fair value of the instrument. This hierarchy has three levels:

 

·             Level 1:       use of quoted prices in active markets for identical instruments (without modification or repackaging);

 

·             Level 2:       use of quoted prices in active markets for similar assets and liabilities, and valuation techniques in which all important inputs are derived from observable market data;

 

·             Level 3:       use of valuation techniques in which not all important inputs are derived from observable market data.

 

The table below sets forth the principles used to measure the fair value of the principal financial assets and liabilities recognized by the Group in its balance sheet:

 

 

 

 

 

 

 

 

 

 

 

Method used to determine fair value

 

 

 

 

 

 

Level in

 

 

 

 

 

Market data

Note

 

Type of financial instrument

 

Measurement
principle

 

IFRS 7 fair
value hierarchy

 

Valuation
technique

 

Valuation model

 

Exchange
rate

 

Interest rate

 

Volatility

B.6.

 

Available-for-sale financial assets (quoted equity securities)

 

Fair value

 

1

 

Market value

 

Quoted market price

 

N/A

B.6.

 

Available-for-sale financial assets (unquoted debt securities)

 

Fair value

 

2

 

Income approach

 

Present value of future cash flows

 

N/A

 

Mid swap + z-spread for bonds of comparable risk and maturity

 

N/A

B.6.

 

Long-term loans and advances

 

Amortized cost

 

N/A

 

N/A

 

The amortized cost of long-term loans and advances at the balance sheet date is not materially different from their fair value.

B.6.

 

Financial assets recognized under the fair value option (1)

 

Fair value

 

1

 

Market value

 

Net asset value

 

N/A

B.10.

 

Forward currency contracts

 

Fair value

 

2

 

 

 

Present value of future cash flows

 

ECB Fixing

 

< 1year: Mid Money Market
> 1 year: Mid Zero Coupon

 

N/A

B.10.

 

Currency options

 

Fair value

 

2

 

Income

approach

 

Options with no knock-out feature : Garman
& Kohlhagen

Knock-out options: Merton,
Reiner & Rubinstein

 

ECB Fixing

 

< 1 year: Mid Money Market

> 1 year: Mid Zero Coupon

 

Mid in-the-money

B.10.

 

Interest rate swaps

 

Fair value

 

2

 

 

 

Present value of future cash flows

 

N/A

 

< 1 year: Mid Money Market and LIFFE interest rate futures

> 1 year: Mid Zero Coupon

 

N/A

B.10.

 

Cross-currency swaps

 

Fair value

 

2

 

 

 

Present value of future cash flows

 

ECB Fixing

 

< 1 year: Mid Money Market and LIFFE interest rate futures

> 1 year: Mid Zero Coupon

 

N/A

B.9.

 

Investments in collective investment schemes

 

Fair value

 

1

 

Market value

 

Net asset value

 

N/A

B.9.

 

Negotiable debt instruments, commercial paper, sight deposits and term deposits

 

Amortized cost

 

N/A

 

N/A

 

Because these instruments have a maturity of less than 3 months, amortized cost is regarded as an acceptable approximation of fair value as disclosed in the notes to the consolidated financial statements.

B.9.

 

Financial liabilities

 

Amortized cost(2)

 

N/A

 

N/A

 

For financial liabilities with a maturity of less than 3 months, amortized cost is regarded as an acceptable approximation of fair value as disclosed in the notes to the consolidated financial statements.

For financial liabilities with a maturity of more than 3 months, fair value as disclosed in the notes to the consolidated financial statements is determined either by reference to quoted market prices at the balance sheet date (quoted instruments) or by discounting the future cash flows based on observable market data at the balance sheet date (unquoted instruments).

B.11.

 

Liabilities related to business combinations and to non-controlling interests (CVRs)

 

Fair value

 

1

 

Market value

 

Quoted market price

 

N/A

B.11.

 

Liabilities related to business combinations and to non-controlling interests (except CVRs)

 

Fair value(3)

 

3

 

Income

approach

 

Contingent consideration payable in a business combination is a financial liability under IAS 32. The fair value of such liabilities is determined by adjusting the contingent consideration at the balance sheet date using the method described in Note B.11.

 


(1)       These assets are held to fund a deferred compensation plan offered to certain employees.

(2)       In the case of debt designated as a hedged item in a fair value hedging relationship, the carrying amount in the consolidated balance sheet includes changes in fair value attributable to the hedged risk(s).

(3)       For business combinations completed prior to application of the revised IFRS 3, contingent consideration is recognized when payment becomes probable. See Note B.3.1. to the consolidated financial statements for the year ended December 31, 2013.

 

12



 

B/ Significant information for the first half of 2014

 

B.1. IMPACT OF CHANGES IN SCOPE OF CONSOLIDATION

 

·    Regeneron Pharmaceuticals Inc (Regeneron)

 

During the first half of 2014, Sanofi acquired 4.7 million shares of the biopharmaceutical company Regeneron Pharmaceuticals Inc, raising its equity interest in Regeneron to 20.3% as of June 30, 2014, compared with 15.9% as of December 31, 2013. This interest has been accounted for by the equity method since the start of April 2014, following the nomination of a Sanofi’s designee to the Regeneron Board of Directors. Previously, the investment in Regeneron was reported in the balance sheet in the “Available-for-sale financial assets” category and measured at market value in accordance with IAS 39 (Financial Instruments: Recognition and Measurement). As of the date on which the equity method was first applied, the investment was measured at acquisition cost in accordance with IAS 28 (Investments in Associates and Joint Ventures). Under IAS 28, the cost of the investment is equivalent to the aggregate amount of the successive acquisition prices paid (including acquisition-related costs) for the interests in Regeneron. Consequently, changes in the market value of the investment in Regeneron, which were previously recognized in “Other comprehensive income”, were reversed out on first-time application of the equity method.

 

The main impacts of the switch to the equity method in accounting for the Regeneron investment during the first half of 2014 are set forth below:

 

(€ million)

 

December 31,
2013

 

Reclassification
from available-
for-sale financial
assets(2)

 

Acquisitions
during the first
half of 2014(3)

 

Other
movements (4)

 

June 30,
2014(5)

 

Investments in associates and joint ventures

 

 

256

 

1,050

 

(4

)

1,302

 

Available-for-sale financial assets

 

3,157

 

(3,157

)

 

 

 

Shareholders’ equity (1)

 

2,607

 

(2,607

)

 

(4

)

(4

)

Deferred tax liabilities

 

294

 

(294

)

 

 

 

Historical acquisition cost of the investment

 

256

 

 

1,050

 

 

1,306

 

 


(1)         Amount net of taxes.

(2)         Reversal of changes in the value of the investment, previously recognized in “Other comprehensive income”.

(3)         Acquisition price (including acquisition-related costs) of the 4.7 million shares acquired during the first half of 2014.

(4)         Includes -€7 million for the share of losses for the period, including the impact of the amortization of fair value adjustments to the acquired intangible assets and inventories of Regeneron, proportionate to the percentage interest acquired.

(5)         Market value of the shares held as of June 30, 2014: €4,234 million.

 

Goodwill is calculated on each step of the acquisition of the investment, and represents the excess of the acquisition price over the share of the identifiable net assets acquired, measured in accordance with IFRS 3 (Business Combinations). On first-time application of the equity method, the percentage interest acquired of the fair value of Regeneron’s intangible assets (net of taxes) was estimated at approximately €670 million. As of that date, the provisional amount of goodwill arising on the investment in Regeneron was €350 million. This amount is included in “Investments in associates and joint ventures” in the consolidated balance sheet. Since July 1, 2014 the Sanofi group has acquired a further 1.7 million Regeneron shares at a value of €396 million (see Note C.). Those acquisitions have increased the equity interest held by Sanofi to 22%.

 

·    Other changes in the scope of consolidation

 

The impact of the other acquisitions during the period is not material at Group level.

 

Sanofi made no material divestments of businesses or companies during the period.

 

13



 

B.2. PROPERTY, PLANT AND EQUIPMENT

 

Acquisitions of property, plant and equipment during the first half of 2014 amounted to €417 million. Of this amount, €330 million was invested in the Pharmaceuticals segment, mainly in industrial facilities (€192 million). The Vaccines segment accounted for €67 million of acquisitions of property, plant and equipment during the period, and the Animal Health segment for €20 million.

 

The Group did not recognize any material impairment losses against property, plant and equipment during the first half of 2014.

 

Irrevocable orders for property, plant and equipment amounted to €340 million as of June 30, 2014.

 

B.3. GOODWILL AND OTHER INTANGIBLE ASSETS

 

Movements in intangible assets other than goodwill during the first half of 2014 were as follows:

 

(€ million)

 

Acquired
R&D

 

Products,
trademarks and
other rights

 

Software

 

Total:
other intangible
assets

 

Gross value at January 1, 2014

 

4,502

 

48,103

 

1,052

 

53,657

 

Acquisitions and other increases

 

83

 

39

 

45

 

167

 

Disposals and other decreases

 

(12

)

(49

)

(31

)

(92

)

Currency translation differences

 

32

 

366

 

6

 

404

 

Transfers(2)

 

(67

)

65

 

56

 

54

 

Gross value at June 30, 2014

 

4,538

 

48,524

 

1,128

 

54,190

 

Accumulated amortization & impairment at January 1, 2014

 

(2,509

)

(34,968

)

(785

)

(38,262

)

Amortization expense

 

 

(1,301

)

(43

)

(1,344

)

Impairment losses, net of reversals(1)

 

(54

)

(20

)

 

(74

)

Disposals and other decreases

 

12

 

48

 

31

 

91

 

Currency translation differences

 

(18

)

(267

)

(5

)

(290

)

Transfers(2)

 

 

 

(57

)

(57

)

Accumulated amortization & impairment at June 30, 2014

 

(2,569

)

(36,508

)

(859

)

(39,936

)

Carrying amount at January 1, 2014

 

1,993

 

13,135

 

267

 

15,395

 

Carrying amount at June 30, 2014

 

1,969

 

12,016

 

269

 

14,254

 

 


(1)         See Note B.4.

(2)         The “Transfers” line mainly relates to acquired research and development that came into commercial use during the period and is being amortized from the date of marketing approval.

 

Acquisitions of other intangible assets (excluding software) in the first half of 2014 were €122 million.

 

The item “Products, trademarks and other rights” mainly comprises:

 

·            marketed products, with a carrying amount of €11.5 billion at June 30, 2014 (December 31, 2013: €12.6 billion) and a weighted average amortization period of approximately nine years;

 

·             trademarks, with a carrying amount of €0.4 billion at June 30, 2014 (December 31, 2013: €0.4 billion) and a weighted average amortization period of approximately thirteen years.

 

14



 

Key data for the principal marketed products, representing 90% of the carrying amount of this item as of June 30, 2014, are as follows:

 

(€ million)

 

Gross value

 

Amortization
and
impairment

 

Carrying
amount at
June 30, 2014

 

Amortization
period(1)
(in years)

 

Residual
amortization
period(2)
(in years)

 

Carrying amount at
December 31, 2013

 

Genzyme

 

8,122

 

(3,017

)

5,105

 

10

 

8

 

5,489

 

Aventis

 

31,182

 

(28,965

)

2,217

 

8

 

5

 

2,695

 

Merial

 

3,614

 

(1,640

)

1,974

 

10

 

6

 

2,137

 

Chattem

 

1,096

 

(258

)

838

 

22

 

19

 

859

 

Zentiva

 

895

 

(605

)

290

 

9

 

5

 

335

 

Total: principal marketed products

 

44,909

 

(34,485

)

10,424

 

 

 

 

 

11,515

 

 


(1)         Weighted averages. Amortization periods for these products vary between 1 and 25 years.

(2)         Weighted averages.

 

Goodwill amounted to €37,421 million as of June 30, 2014, versus €37,134 million as of December 31, 2013. The increase during the first half of 2014 comprised €64 million arising on acquisitions completed during the period, and currency translation differences of €223 million.

 

B.4. IMPAIRMENT OF INTANGIBLE ASSETS

 

The results of impairment tests conducted in accordance with IAS 36 (Impairment of Assets) as of June 30, 2014 led to the recognition of a net impairment loss of €74 million.

 

This mainly relates to the discontinuation of development projects.

 

B.5. INVESTMENTS IN ASSOCIATES AND JOINT VENTURES

 

For definitions of the terms “associate” and “joint venture”, refer to Note B.1. to the consolidated financial statements for the year ended December 31, 2013.

 

Investments in associates and joint ventures are as follows:

 

(€ million)

 

%
Interest

 

June 30,
2014

 

December 31,
2013

 

Regeneron Pharmaceuticals Inc. (1)

 

20.3

 

1,302

 

 

Sanofi Pasteur MSD

 

50.0

 

270

 

277

 

InfraServ GmbH & Co. Höchst KG

 

31.2

 

80

 

88

 

Entities and companies managed by Bristol-Myers Squibb(2)

 

49.9

 

37

 

43

 

Other investments

 

 

41

 

40

 

Total

 

 

 

1,730

 

448

 

 


(1)         See Note B.1.

(2)         Under the terms of the agreements with Bristol-Myers Squibb (BMS) (see Note C.1. to the consolidated financial statements for the year ended December 31, 2013), the Group’s share of the net assets of entities majority-owned by BMS is recorded in Investments in associates and joint ventures.

 

The financial statements include commercial transactions between the Group and certain of its associates and joint ventures that are regarded as related parties. The principal transactions and balances of this nature are summarized below:

 

(€ million)

 

June 30,
2014

 

June 30,
2013

 

December 31,
2013

 

Sales

 

48

 

73

 

213

 

Royalties

 

16

 

8

 

22

 

Accounts receivable

 

45

 

48

 

28

 

Purchases and other expenses(1)

 

217

 

141

 

280

 

Accounts payable

 

21

 

30

 

27

 

Other liabilities(1)

 

104

 

109

 

18

 

 


(1)         These items mainly comprise transactions with companies and entities managed by BMS and (from April 2014) with Regeneron.

 

15



 

B.6. NON-CURRENT FINANCIAL ASSETS

 

Non-current financial assets comprise the following items:

 

(€ million)

 

June 30,
2014

 

December 31,
2013

 

Available-for-sale financial assets(1)/(2)

 

935

 

3,699

 

Pre-funded pension obligations

 

15

 

15

 

Long-term loans and advances

 

651

 

676

 

Financial assets recognized under the fair value option

 

185

 

167

 

Derivative financial instruments

 

283

 

269

 

Total

 

2,069

 

4,826

 

 


(1)         Sanofi having acquired significant influence over Regeneron Pharmaceuticals Inc., the investment in that entity is recognized in Investments in associates and joint ventures (see Notes B.1. and B.5.) with effect from April 2014.

(2)         As of June 30, 2014, this line includes €421 million in respect of a 12% equity interest in Alnylam Pharmaceuticals, acquired under the terms of the agreement between Genzyme and Alnylam signed in January 2014 (see Note B.13.).

 

B.7. ACCOUNTS RECEIVABLE

 

Accounts receivable break down as follows:

 

(€ million)

 

June 30,
2014

 

December 31,
2013

 

Gross value

 

7,277

 

6,968

 

Allowances

 

(140

)

(137

)

Net value

 

7,137

 

6,831

 

 

The impact of allowances (net of reversals) against accounts receivable was a net charge of €11 million in the first half of 2014, compared with a net charge of €14 million in the first half of 2013.

 

The table below shows the ageing profile of overdue accounts receivable, based on gross value:

 

(€ million)

 

Overdue accounts
Gross value

 

Overdue
<1 month

 

Overdue from
1 to 3 months

 

Overdue from
3 to 6 months

 

Overdue from
6 to 12 months

 

Overdue
>12 months

 

June 30, 2014

 

875

 

268

 

206

 

150

 

106

 

145

 

December 31, 2013

 

952

 

265

 

222

 

173

 

124

 

168

 

 

Amounts overdue by more than one month relate mainly to public-sector customers.

 

Some Sanofi subsidiaries have assigned receivables to factoring companies or banks, without recourse. The amount of receivables that met the conditions described in Note B.8.7. to the 2013 consolidated financial statements and hence were derecognized was €299 million as of June 30, 2014, versus €348 million as of December 31, 2013. Residual guarantees relating to these transfers were immaterial as of June 30, 2014.

 

16



 

B.8. CONSOLIDATED SHAREHOLDERS’ EQUITY

 

B.8.1. Share capital

 

As of June 30, 2014, the share capital amounted to €2,641,619,208, and consisted of 1,320,809,604 shares (the total number of shares outstanding) with a par value of €2.

 

Treasury shares held by the Group are as follows:

 

 

 

Number of shares
in million

 

% of share capital
 for the period

 

June 30, 2014

 

8.7

 

0.66

%

December 31, 2013

 

3.6

 

0.27

%

June 30, 2013

 

6.2

 

0.46

%

January 1, 2013

 

3.1

 

0.24

%

 

A total of 4,010,192 new shares were issued during the first half of 2014 as a result of the exercise of options under Sanofi stock subscription option plans.

 

A total of 615,359 restricted shares vested and were issued in the first half of 2014 under restricted share plans, of which 609,927 were awarded as part of the March 1, 2010 plan.

 

B.8.2. Repurchase of Sanofi shares

 

The shareholders’ Annual General Meeting of May 5, 2014 authorized a share repurchase program for a period of 18 months. Under this program (and this program only), Sanofi repurchased 5,222,421 of its own shares during May and June 2014 for a total of €410 million.

 

The shareholders’ Annual General Meeting of May 3, 2013 authorized a share repurchase program for a period of 18 months. Under this program (and this program only), Sanofi repurchased 8,007,926 of its own shares during the first half of 2014 for a total of €600 million.

 

In addition, transactions carried out under the liquidity contract in the first half of 2014 had a negative effect of €2 million on equity.

 

B.8.3. Reduction in share capital

 

On April 28, 2014, the Board of Directors approved the cancellation of 8,136,828 treasury shares (€605 million including additional paid-in capital), representing 0.62% of the share capital as of June 30, 2014.

 

These cancellations had no effect on consolidated shareholders’ equity.

 

B.8.4. Performance share plan

 

These plans are accounted for in accordance with the policies described in Note B.24.3. to the consolidated financial statements for the year ended December 31, 2013. The principal features of such plans are as follows:

 

Type of plan

 

2014
Performance
share plan

 

Date of Board meeting approving the plan

 

March 5, 2014

 

Total number of shares awarded

 

3,908,135

 

Of which subject to a 4-year service period

 

2,605,515

 

Fair value per share awarded (1)

 

59.68

 

Of which subject to a 3-year service period

 

1,302,620

 

Fair value per share awarded (1)

 

63.26

 

Fair value of plan at the date of grant (€ million)

 

238

 

 


(1)    Quoted market price per share at the date of grant, adjusted for dividends expected during the vesting period.

 

17



 

The total expense recognized in the first half of 2014 for all restricted share plans was €79 million, versus €73 million in the first half of 2013.

 

The number of shares in process of vesting as of June 30, 2014 was 15,568,645, comprising 3,880,015 for the 2014 plans; 4,160,130 for the 2013 plans; 4,381,450 for the 2012 plans; 1,712,170 for the 2011 plans; and 1,434,880 for the 2010 plans.

 

On March 5, 2014, the Board of Directors approved a performance share unit (PSU) plan of 430,515 PSUs, vesting at the end of a three-year service period and subject to performance conditions.

 

Because PSUs are cash settled instruments, they are measured at the date of grant, at each reporting date, and at the settlement date. The fair value per PSU awarded is the market price of the share as of the relevant date, adjusted for dividends expected during the vesting period.

 

The fair value of the PSU plan is €31 million. This amount is being recognized in profit or loss over the vesting period, with a corresponding liability recognized in Other non-current liabilities. The expense recognized in the six months ended June 30, 2014 was €4 million.

 

B.8.5. Stock option plan

 

On March 5, 2014 the Board of Directors granted 1,009,250 stock subscription options at an exercise price of €73.48. The vesting period is four years, and the plan expires on March 5, 2024.

 

The following assumptions were used in determining the fair value of this plan:

 

·             dividend yield: 4.21%;

 

·             plan maturity: 7 years;

 

·             volatility of Sanofi shares, computed on a historical basis: 27.47%;

 

·             risk-free interest rate: 1.423%.

 

On this basis, the fair value of one option is €12.61, and the fair value of the stock option plan awarded in March 2014 is €13 million. This amount is being charged to profit or loss over the vesting period, with the matching entry recorded directly in equity.

 

The total expense recognized for stock option plans in the first half of 2014 was €6 million, compared with €12 million in the first half of 2013.

 

The table below provides summary information about options outstanding and exercisable as of June 30, 2014:

 

 

 

Outstanding

 

Exercisable

 

Range of exercise prices per share

 

Number of
options

 

Average
residual life
(in years)

 

Weighted
average exercise
price per share
(€)

 

Number of
options

 

Weighted
average exercise
price per share
(€)

 

From €1.00 to €10.00 per share

 

13,070

 

1.14

 

7.74

 

13,070

 

7.74

 

From €10.00 to €20.00 per share

 

28,280

 

2.44

 

14.77

 

28,280

 

14.77

 

From €30.00 to €40.00 per share

 

177,201

 

4.75

 

38.08

 

177,201

 

38.08

 

From €40.00 to €50.00 per share

 

3,771,011

 

4.67

 

45.09

 

3,771,011

 

45.09

 

From €50.00 to €60.00 per share

 

7,396,239

 

6.00

 

53.95

 

5,755,689

 

54.12

 

From €60.00 to €70.00 per share

 

11,921,390

 

2.94

 

64.72

 

11,921,390

 

64.72

 

From €70.00 to €80.00 per share

 

9,334,079

 

2.51

 

70.86

 

7,554,854

 

70.38

 

Total

 

32,641,270

 

 

 

 

 

29,221,495

 

 

 

of which stock purchase options

 

218,551

 

 

 

 

 

 

 

 

 

of which stock subscription options

 

32,422,719

 

 

 

 

 

 

 

 

 

 

18



 

B.8.6. Number of shares used to compute diluted earnings per share

 

Diluted earnings per share is computed using the number of shares outstanding plus stock options, restricted shares and performance shares with a potentially dilutive effect.

 

(in million)

 

June 30,
2014
(6 months)

 

June 30,
2013
(6 months)

 

December 31,
2013
(12 months)

 

Average number of shares outstanding

 

1,317.2

 

1,323.9

 

1,323.1

 

Adjustment for options with potentially dilutive effect

 

6.3

 

9.8

 

8.9

 

Adjustment for restricted shares

 

10.3

 

6.8

 

7.1

 

Average number of shares used to compute diluted earnings per share

 

1,333.8

 

1,340.5

 

1,339.1

 

 

As of June 30, 2014, 1.8 million stock options were excluded from the calculation of diluted earnings per share because they did not have a potentially dilutive effect, versus 0.8 million as of December 31, 2013 and 0.8 million as of June 30, 2013.

 

B.8.7. Other comprehensive income

 

Movements in other comprehensive income were as follows:

 

(€ million)

 

June 30,
2014
(6 months)

 

June 30,
2013
(6 months)

 

December 31,
2013
(12 months)

 

Balance, beginning of period

 

(1,745

)

(1,596

)

(1,596

)

Attributable to equity holders of Sanofi

 

(1,707

)

(1,572

)

(1,572

)

Attributable to non-controlling interests

 

(38

)

(24

)

(24

)

Actuarial gains/(losses):

 

 

 

 

 

 

 

· Impact of asset ceiling

 

 

 

 

· Actuarial gains/(losses) excluding associates and joint ventures

 

(477

)

721

 

809

 

· Actuarial gains/(losses) of associates and joint ventures

 

 

 

(2

)

· Tax effect

 

153

 

(138

)

(149

)

Items not subsequently reclassifiable to profit or loss

 

(324

)

583

 

658

 

Available-for-sale financial assets:

 

 

 

 

 

 

 

· Change in fair value 

 

(3,101

)(1)/(2)

754

 

1,208

 

· Tax effect

 

329

(1)

(74

)

(209

)

Cash flow hedges:

 

 

 

 

 

 

 

· Change in fair value

 

(2

)(3)

(3

)

(3

)

· Tax effect

 

1

 

1

 

1

 

Change in currency translation differences:

 

 

 

 

 

 

 

· Currency translation differences on foreign subsidiaries

 

377

 

(329

)

(1,804

)

· Hedges of net investments in foreign operations

 

 

 

 

· Tax effect

 

 

 

 

Items subsequently reclassifiable to profit or loss

 

(2,396

)

349

 

(807

)

Balance, end of period

 

(4,465

)

(664

)

(1,745

)

Attributable to equity holders of Sanofi

 

(4,429

)

(635

)

(1,707

)

Attributable to non-controlling interests

 

(36

)

(29

)

(38

)

 


(1)    Mainly comprises the effect of switching to the equity method of accounting for the investment in Regeneron Pharmaceuticals Inc. (see Note B.1.).

(2)    Includes a reclassification of €(78) million to financial income/expenses in the first half of 2014 (see Note B.13.).

(3)    Reclassifications to profit or loss were immaterial in the first half of 2014 and in 2013.

 

19



 

B.9. DEBT, CASH AND CASH EQUIVALENTS

 

Changes in the Group’s financial position during the period were as follows:

 

(€ million)

 

June 30,
2014

 

December 31,
2013

 

Long-term debt

 

10,113

 

10,414

 

Short-term debt and current portion of long-term debt

 

4,683

 

4,176

 

Interest rate and currency derivatives used to hedge debt

 

(296

)

(290

)

Total debt

 

14,500

 

14,300

 

Cash and cash equivalents(1)

 

(4,306

)

(8,257

)

Debt, net of cash and cash equivalents

 

10,194

 

6,043

 

 


(1)    Includes €201 million held by Venezuelan subsidiaries as of June 30, 2014 (€137 million as of December 31, 2013).

 

“Debt, net of cash and cash equivalents” is a financial indicator used by management and investors to measure the company’s overall net indebtedness.

 

B.9.1. Debt at value on redemption

 

A reconciliation of the carrying amount of debt to value on redemption as of June 30, 2014 is shown below:

 

 

 

 

 

 

 

Adjustment to
debt

 

Value on redemption

 

(€ million)

 

Carrying amount:
June 30, 2014

 

Amortized
cost

 

measured at
fair value

 

June 30,
2014

 

December 31,
2013

 

Long-term debt

 

10,113

 

58

 

(220

)

9,951

 

10,276

 

Short-term debt and current portion of long-term debt

 

4,683

 

(1

)

(10

)

4,672

 

4,157

 

Interest rate and currency derivatives used to hedge debt

 

(296

)

 

180

 

(116

)

(119

)

Total debt

 

14,500

 

57

 

(50

)

14,507

 

14,314

 

Cash and cash equivalents

 

(4,306

)

 

 

(4,306

)

(8,257

)

Interest rate and currency derivatives used to hedge cash and cash equivalents

 

 

 

 

 

 

Debt, net of cash and cash equivalents

 

10,194

 

57

 

(50

)

10,201

 

6,057

 

 

The table below shows an analysis of debt, net of cash and cash equivalents by type, at value on redemption:

 

 

 

June 30, 2014

 

December 31, 2013

 

(€ million)

 

Non-
current

 

Current

 

Total

 

Non-
current

 

Current

 

Total

 

Bond issues

 

9,406

 

2,426

 

11,832

 

9,726

 

3,111

 

12,837

 

Other bank borrowings

 

485

 

513

 

998

 

487

 

578

 

1,065

 

Commercial paper

 

 

1,317

 

1,317

 

 

 

 

Finance lease obligations

 

47

 

13

 

60

 

50

 

13

 

63

 

Other borrowings

 

13

 

4

 

17

 

13

 

4

 

17

 

Bank credit balances

 

 

399

 

399

 

 

451

 

451

 

Interest rate and currency derivatives used to hedge debt

 

(106

)

(10

)

(116

)

(113

)

(6

)

(119

)

Total debt

 

9,845

 

4,662

 

14,507

 

10,163

 

4,151

 

14,314

 

Cash and cash equivalents

 

 

(4,306

)

(4,306

)

 

(8,257

)

(8,257

)

Interest rate and currency derivatives used to hedge cash and cash equivalents

 

 

 

 

 

 

 

Debt, net of cash and cash equivalents

 

9,845

 

356

 

10,201

 

10,163

 

(4,106

)

6,057

 

 

20



 

Principal financing and debt reduction transactions during the period

 

Two bond issues were redeemed on maturity during the first half of 2014:

 

·             a $750 million fixed-rate bond issue carried out in March 2011, which matured on March 28, 2014;

 

·             a $750 million floating-rate bond issue carried out in March 2011, which matured on March 28, 2014.

 

Sanofi had the following arrangements in place as of June 30, 2014 to manage its liquidity in connection with current operations:

 

·             a syndicated credit facility of €3 billion, drawable in euros, now due to expire on December 24, 2014 following the exercise of a second and final one-year extension option on July 22, 2013;

 

·             a syndicated credit facility of €7 billion, drawable in euros or U.S. dollars, expiring December 20, 2018, and with two one-year extension options.

 

None of these facilities was drawn down as of June 30, 2014.

 

Sanofi also has in place two commercial paper programs, one in France (€6 billion) and the other in the United States ($10 billion). Only the U.S. program was drawn down as of June 30, 2014, in an amount of $1.8 billion (average drawdown over the period: $3.6 billion).

 

The financing arrangements in place as of June 30, 2014 at the level of the Sanofi parent company (which centrally manages the bulk of the Group’s financing needs) are not subject to covenants regarding financial ratios, and contain no clauses linking credit spreads or fees to Sanofi’s credit rating.

 

B.9.2. Market value of debt

 

The market value of debt, net of cash and cash equivalents and of derivatives, was €10,649 million as of June 30, 2014 (versus €6,224 million as of December 31, 2013). This compares with a value on redemption of €10,201 million (versus €6,057 million as of December 31, 2013).

 

21



 

B.10. DERIVATIVE FINANCIAL INSTRUMENTS

 

B.10.1. Currency derivatives used to manage operational risk exposures

 

The table below shows operational currency hedging instruments in place as of June 30, 2014, with the notional amount translated into euros at the relevant closing exchange rate.

 

 

 

 

 

 

 

Of which derivatives designated as cash
flow hedges

 

Of which derivatives not
eligible for hedge
accounting

 

As of June 30, 2014
(€ million)

 

Notional
amount

 

Fair
Value

 

Notional
amount

 

Fair
Value

 

Of which
recognized in
equity

 

Notional
amount

 

Fair
Value

 

Forward currency sales

 

2,819

 

(14

)

 

 

 

2,819

 

(14

)

· of which U.S. dollar

 

1,033

 

 

 

 

 

1,033

 

 

· of which Russian rouble

 

254

 

(6

)

 

 

 

254

 

(6

)

· of which Singapore dollar

 

153

 

 

 

 

 

153

 

 

· of which Japanese yen

 

236

 

(1

)

 

 

 

236

 

(1

)

· of which Chinese yuan renminbi

 

308

 

 

 

 

 

308

 

 

Forward currency purchases

 

579

 

6

 

 

 

 

579

 

6

 

· of which Hungarian forint

 

66

 

 

 

 

 

66

 

 

· of which Russian rouble

 

70

 

4

 

 

 

 

70

 

4

 

· of which Pound sterling

 

59

 

1

 

 

 

 

59

 

1

 

· of which U.S. dollar

 

83

 

 

 

 

 

83

 

 

· of which Singapore dollar

 

66

 

 

 

 

 

66

 

 

Total

 

3,398

 

(8

)

 

 

 

3,398

 

(8

)

 

These positions primarily hedge material foreign-currency cash flows arising after the balance sheet date in relation to transactions carried out during the six months to June 30, 2014 and recognized in the consolidated balance sheet as of that date. Gains and losses on these hedging instruments (forward contracts) are calculated and recognized in parallel with the recognition of gains and losses on the hedged items. Consequently, the commercial foreign exchange gain or loss to be recognized on these items (hedges and hedged transactions as of June 30, 2014) in the second half of 2014 will not be material.

 

22



 

B.10.2. Currency and interest rate derivatives used to manage financial risk exposures

 

Cash pooling arrangements for foreign subsidiaries outside the euro zone, and some of the Group’s financing activities, expose certain entities to financial foreign exchange risk. This is the risk of changes in the value of loans and borrowings denominated in a currency other than the functional currency of the lender or borrower.

 

This foreign exchange risk is hedged by firm financial instruments (currency swaps or forward contracts) contracted with banks.

 

The table below shows the amounts outstanding on financial foreign exchange risk hedging instruments as of June 30, 2014, with the notional amount translated into euros at the exchange rate on that date:

 

As of June 30, 2014
(€ million)

 

Notional
amount

 

Fair
Value

 

Expiry

 

Forward currency sales

 

3,561

 

3

 

 

 

· of which U.S. dollar

 

2,478

 

5

 

2014

 

· of which Japanese yen

 

687

 

(2

)

2015

 

· of which Australian dollar

 

121

 

(1

)

2014

 

Forward currency purchases

 

1,543

 

1

 

 

 

· of which Singapore dollar

 

420

 

(1

)

2014

 

· of which Pound Sterling

 

378

 

2

 

2015

 

· of which Swiss franc

 

157

 

 

2014

 

Total

 

5,104

 

4

 

 

 

 

To limit risk and optimize the cost of its short-term and medium-term net debt, Sanofi uses derivative instruments that alter the interest rate and/or currency structure of its debt and cash. The table below shows instruments of this type in place as of June 30, 2014:

 

 

 

 

 

 

 

Of which
derivatives
designated as fair

 

Of which derivatives designated as
cash flow hedges

 

 

 

Notional amounts by expiry date

 

 

 

value hedges

 

 

 

 

 

Of which

 

 

 

As of June 30, 2014

 

Fair

 

Notional

 

Fair

 

Notional

 

Fair

 

recognized

 

(€ million)

 

2014

 

2015

 

2016

 

2017

 

2019

 

2020

 

Total

 

value

 

amount

 

value

 

amount

 

Value

 

in equity

 

Interest rate swaps

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swap, pay floating / receive 2.73%

 

 

 

500

 

 

 

 

500

 

24

 

500

 

24

 

 

 

 

Interest rate swap, pay floating / receive 2.38%

 

1,200

 

 

1,000

 

 

800

 

 

3,000

 

191

 

3,000

 

191

 

 

 

 

Interest rate swap, pay floating / receive 1.15%

 

 

 

 

428

 

 

 

428

 

 

 

 

 

 

 

Interest rate swap, pay floating / receive 0.34%

 

366

 

 

 

 

 

 

366

 

1

 

366

 

1

 

 

 

 

Interest rate swap, pay floating / receive 2.23%

 

 

 

 

 

 

366

 

366

 

7

 

366

 

7

 

 

 

 

Interest rate swap, pay 1.22% / receive floating

 

 

 

 

366

 

 

 

366

 

(3

)

 

 

366

 

(3

)

(1

)

Cross-currency swaps

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

· pay 4.87% /  receive CHF 3.38%

 

 

244

 

 

 

 

 

244

 

84

 

 

 

244

 

84

 

 

Currency swaps(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

· pay € / receive USD

 

1,317

 

 

 

 

 

 

1,317

 

(8

)

 

 

 

 

 

Total

 

2,883

 

244

 

1,500

 

794

 

800

 

366

 

6,587

 

296

 

4,232

 

223

 

610

 

81

 

(1

)

 


(1)     Currency swaps used to hedge drawdowns under U.S. dollar-denominated commercial paper programs (see Note B.9.1.).

 

23



 

B.11. LIABILITIES RELATED TO BUSINESS COMBINATIONS AND TO NON-CONTROLLING INTERESTS

 

A description of the nature of the liabilities included in the line item Liabilities related to business combinations and to non-controlling interests is provided in Note B.8.5. to the consolidated financial statements for the year ended December 31, 2013.

 

The liabilities related to business combinations and to non-controlling interests reported in the table below are classified as level 3 instruments under IFRS 7 (see Note A.4.), except for the CVRs issued in connection with the Genzyme acquisition which are classified as level 1 instruments.

 

Movements in liabilities related to business combinations and to non-controlling interests during the first half of 2014 were as follows:

 

 

 

 

 

Liabilities related to
business combinations

 

 

 

(€ million)

 

Liabilities
related to
non-controlling
interests(1)

 

CVRs issued in
connection with
the acquisition
of Genzyme(2)

 

Bayer contingent
consideration
arising from
the Genzyme
acquisition

 

Other

 

Total

 

Balance at January 1, 2014

 

148

 

59

 

650

 

51

 

908

(4)

New business combinations

 

54

 

 

 

 

54

 

Payments made

 

 

 

(2

)

(2

)

(4

)

Fair value remeasurements through profit or loss (including unwinding of discount)(3) 

 

 

28

 

104

 

 

132

 

Other movements

 

(7

)

 

 

 

(7

)

Balance at June 30, 2014

 

195

 

87

 

752

 

49

 

1,083

 

Split as follows:

 

 

 

 

 

 

 

 

 

 

 

· Current

 

 

 

 

 

 

 

 

 

109

 

· Non-current

 

 

 

 

 

 

 

 

 

974

 

 


(1)    Put options granted to non-controlling interests and commitment to future buyout of the non-controlling interests of BMS.

(2)    On the basis of the quoted price of one CVR of $0.50 at June 30, 2014 and $0.34 at December 31, 2013.

(3)    Amounts reported in the income statement line item Fair value remeasurement of contingent consideration liabilities.

(4)    As of January 1, 2014, this comprised €884 million due after more than one year and €24 million due within less than one year.

 

Liabilities related to business combinations and to non-controlling interests as of June 30, 2014 mainly comprised the Bayer contingent consideration liability arising from the acquisition of Genzyme in 2011, amounting to €752 million.

 

As of June 30, 2014, Bayer was still entitled to receive the following potential payments:

 

·             a percentage of sales of alemtuzumab up to a maximum of $1,250 million or over a maximum period of ten years, whichever is achieved first;

 

·             milestone payments based on specified levels of worldwide sales of alemtuzumab beginning in 2021, unless Genzyme exercises its right to buy out these milestone payments by making a one-time payment not exceeding $900 million.

 

The fair value of this liability was measured at €752 million as of June 30, 2014 (versus €650 million as of December 31, 2013).

 

The fair value of the liability to Bayer is determined by applying these contractual terms to sales projections which have been weighted to reflect the probability of success and discounted. The fair value as reported takes account of the resubmitted application for approval of Lemtrada™, currently under review by the U.S. Food and Drug Administration (FDA). If the discount rate were to fall by one percentage 1 point, the fair value of the liability to Bayer would increase by approximately 5%.

 

24



 

B.12. PROVISIONS AND OTHER NON-CURRENT LIABILITIES

 

Provisions and other non-current liabilities break down as follows:

 

(€ million)

 

Provisions for
pensions and
other post
employment
benefits

 

Provisions for
other long term
benefits

 

Restructuring
provisions

 

Other
provisions

 

Other
non-current
liabilities

 

Total

 

Balance at January 1, 2014

 

4,025

 

543

 

1,061

 

3,008

 

98

 

8,735

 

Changes in scope of consolidation

 

1

 

 

 

 

 

1

 

Increases in provisions and other liabilities

 

111

(1)

81

 

34

 

128

(2)

2

 

356

 

Provisions utilized

 

(202

)(1)

(46

)

(6

)

(45

)

 

(299

)

Reversals of unutilized provisions

 

(5

)(1)

(2

)

 

(95

)(2)

 

(102

)

Transfers(3)

 

(1

)

1

 

(175

)

(75

)

 

(250

)

Net interest on net defined-benefit liabilities and unwinding of discount

 

66

 

4

 

12

 

24

 

 

106

 

Unrealized gains and losses

 

 

 

 

2

 

 

2

 

Currency translation differences

 

18

 

 

1

 

18

 

3

 

40

 

Actuarial gains/losses on defined-benefit plans

 

477

 

 

 

 

 

477

 

Balance at June 30, 2014

 

4,490

 

581

 

927

 

2,965

 

103

 

9,066

 

 


(1)    As regards provisions for pensions and other post-employment benefits, the “increases in provisions” line corresponds to rights vesting in employees during the period, and past service cost; the “provisions utilized” line corresponds to contributions paid to pension funds, and plan settlements; and the “reversals of unutilized provisions” line corresponds to plan curtailments.

(2)    Amounts charged and reversals during the first half of 2014 are largely due to reassessments of tax risks and the resolution of various procedures underway with the tax authorities of several countries.

(3)    Includes in particular transfers between current and non-current.

 

Provisions for pensions and other post employment benefits

 

For disclosures about the sensitivity of pension and other employee benefit obligations, and the assumptions used as of December 31, 2013, see Note D.19.1. to the consolidated financial statements for the year ended December 31, 2013.

 

The principal assumptions used (in particular, discount rates and the market value of plan assets) for the euro zone, the United States and the United Kingdom were reviewed as of June 30, 2014 to take into account changes during the first half of 2014.

 

Actuarial gains and losses on pensions and other post-employment benefits recognized directly in equity are as follows (amounts reported before tax):

 

(€ million)

 

June 30,
2014
(6 months)

 

June 30,
2013
(6 months)

 

December 31,
2013
(12 months)

 

Actuarial gains/(losses) on plan assets

 

319

 

96

 

234

 

Actuarial gains/(losses) on benefit obligations

 

(796

)(1)

625

 

575

 

Decrease/(increase) in provision

 

(477

)

721

 

809

 

 


(1)    The movement during the first half of 2014 includes the decrease in discount rates (between -0.25% and -0.75%).

 

25



 

B.13. OFF BALANCE SHEET COMMITMENTS

 

Sanofi has entered into commitments with third parties under collaboration agreements (see Note D.21.1. to the consolidated financial statements for the year ended December 31, 2013).

 

Commitments relating to research projects under new collaboration agreements entered into during the period amount to €0.4 billion, while payments contingent on the attainment of specified sales targets once a product reaches the market amount to €0.7 billion.

 

Potential milestone payments relating to development projects under collaboration agreements entered into during the first half of 2014 amount to €0.9 billion.

 

The principal commitments entered into during the period are described below:

 

·                  On January 13, 2014, Sanofi and its subsidiary Genzyme substantially extended their strategic agreement with Alnylam Pharmaceuticals, Inc. (Alnylam) to develop and commercialize treatments for rare genetic diseases. Genzyme obtained significant rights to Alnylam’s pipeline of candidate drugs in the pre-clinical and clinical phases. Alnylam retains the rights over the majority of its products in North America and Western Europe and will be able, via Genzyme’s global infrastructure in rare diseases, to significantly expand the opportunities for development and commercialization of its genetic drugs portfolio.

 

·                  On March 11, 2014, Sanofi and UCB announced that they had entered into a scientific and strategic collaboration for the discovery and development of innovative anti-inflammatory small molecules, which have the potential to treat a wide range of immune-mediated diseases in areas such as gastroenterology and arthritis.

 

·                  On May 28, 2014, Sanofi and Eli Lilly and Company announced an agreement to pursue regulatory approval for non-prescription Cialis® (tadalafil). Cialis® is currently available by prescription only worldwide for the treatment of men with erectile dysfunction.

 

In June 2014, Sanofi and Merrimack Pharmaceuticals Inc. ended their exclusive worldwide license and collaboration agreement on MM-121 for the management of solid tumors. MM-121 is the first fully-human monoclonal antibody to target cancerous cells that overexpress or amplify ErB3 (or HER3).

 

26



 

B.14. LEGAL AND ARBITRAL PROCEEDINGS

 

Sanofi and its affiliates are involved in litigation, arbitration and other legal proceedings. These proceedings typically are related to product liability claims, intellectual property rights (particularly claims against generic companies seeking to limit the patent protection of Sanofi products), competition law and trade practices, commercial claims, employment and wrongful discharge claims, tax assessment claims, waste disposal and pollution claims, and claims under warranties or indemnification arrangements relating to business divestitures.

 

The matters discussed below constitute the most significant developments since publication of the disclosures concerning legal proceedings in the Company’s financial statements for the year ended December 31, 2013.

 

a) Patents

 

·             Ramipril Canada Patent Litigation

 

In March 2014, the Federal Court of Appeals dismissed Sanofi’s appeal. In May 2014, Sanofi filed an application for leave to appeal to the Supreme Court of Canada seeking a proper interpretation of Section 8 and the accounting of damages thereunder.

 

In May 2014, Apotex executed a settlement agreement in satisfaction of FCA Judgment increasing Apotex’s damages award, and costs of all appeals (not including costs associated with underlying trial). The rest of the proceeding is ongoing.

 

b) Government Investigations, Competition Law and Regulatory Claims

 

·             Lovenox® Antitrust Litigation

 

In March 2014, the Court issued an order granting Sanofi US’s motion for summary judgment on liability and dismissing the case. In April 2014, Eisai filed a notice of appeal to the Court of Appeals.

 

c) Other litigation and arbitration

 

·             CVR Class Action

 

In June 2014, Sanofi filed a motion to dismiss the case for failure to state a claim.

 

·             Merial Heartgard® Advertisement Claim

 

In May 2014, the parties executed a settlement agreement and the case was dismissed with prejudice.

 

·             Merial Frontline® Advertisement Claim

 

In May 2014, the Court of Appeals affirmed the lower court’s decision in favor of Merial Limited. The case is now closed.

 

27



 

B.15. RESTRUCTURING COSTS

 

Restructuring costs break down as follows:

 

(€ million)

 

June 30,
2014
(6 months)

 

June 30,
2013
(6 months)

 

December 31,
2013
(12 months)

 

Employee-related expenses

 

70

 

121

 

169

 

Expenses related to property, plant and equipment

 

24

 

20

 

46

 

Compensation for early termination of contracts (other than contracts of employment)

 

1

 

5

 

26

 

Decontamination costs

 

 

 

12

 

Other restructuring costs

 

40

 

13

 

47

 

Total

 

135

 

159

 

300

 

 

B.16. FINANCIAL INCOME AND EXPENSES

 

Financial income and expenses comprise the following items:

 

(€ million)

 

June 30,
2014
(6 months)

 

June 30,
2013
(6 months)

 

December 31,
2013
(12 months)

 

Cost of debt(1)

 

(177

)

(194

)

(366

)

Interest income

 

33

 

24

 

49

 

Cost of debt, net of cash and cash equivalents

 

(144

)

(170

)

(317

)

Non-operating foreign exchange gains/(losses)

 

6

 

1

 

5

 

Unwinding of discount on provisions(2)

 

(36

)

(36

)

(72

)

Interest cost on the net defined-benefit plan liability

 

(70

)

(79

)

(159

)

Gains/(losses) on disposals of financial assets

 

81

(3)

4

 

50

 

Impairment losses on financial assets, net of reversals

 

(5

)

 

(8

)

Other items

 

33(

4) 

3

 

(2

)

Net financial income/(expenses)

 

(135

)

(277

)

(503

)

Comprising: Financial expenses

 

(292

)

(311

)

(612

)

Financial income

 

157

 

34

 

109

 

 


(1)    Includes net gain on interest and currency derivatives used to hedge debt: €42 million for the six months ended June 30, 2014, €91 million for the year ended December 31, 2013, and €45 million for the six months ended June 30, 2013.

(2)    Primarily provisions for environmental risks and restructuring provisions (see Note B.12.).

(3)    Mainly comprises the gain arising on the disposal of the equity interest in Isis Pharmaceuticals.

(4)    Includes gain arising on the acquisition of shares in Alnylam, representing the difference between the quoted market value of the shares on the transaction date and the transaction price.

 

The impact of hedge ineffectiveness during the six months ended June 30, 2014 was immaterial.

 

28



 

B.17. INCOME TAX EXPENSE

 

The Group has opted for tax consolidations in a number of countries, principally France, Germany, the United Kingdom and the United States.

 

The table below shows the split of income tax expense between current and deferred taxes:

 

(€ million)

 

June 30,
2014
(6 months)

 

June 30,
2013(1)
(6 months)

 

December 31,
2013(1)
(12 months)

 

Current taxes

 

(1,247

)

(959

)

(1,775

)

Deferred taxes

 

623

 

608

 

1,012

 

Total

 

(624

)

(351

)

(763

)

Income before tax and associates and joint ventures

 

2,539

 

1,868

 

4,602

 

 


(1)    Includes the impact of first-time application of IFRIC 21 (see Note A.1.3.)

 

The difference between the effective tax rate and the standard corporate income tax rate applicable in France is explained as follows:

 

(as a percentage)

 

June 30,
2014(2)
(6 months)

 

June 30,
2013(1)/(2)
(6 months)

 

December 31,
2013(1)
(12 months)

 

Standard tax rate applicable in France

 

34.4

 

34.4

 

34.4

 

Difference between standard French tax rate and other tax rates applicable to the Group (3)

 

(11.0

)

(16.2

)

(11.9

)

Tax rate differential on intragroup margin in inventory(4)

 

(1.4

)

0.6

 

1.3

 

Tax effects of the share of profits reverting to BMS(5)

 

(0.8

)

(1.4

)

(1.1

)

Contribution on distributed income (3%) (6)

 

4.3

 

5.8

 

2.4

 

CVAE tax in France(7)

 

1.1

 

1.8

 

1.3

 

Re-estimates of tax exposures

 

 

(6.0

)

(6.5

)

Fair value remeasurement of contingent consideration liabilities

 

0.4

 

1.3

 

(2.9

)

Other items(8)

 

(2.4

)

(1.5

)

(0.4

)

Effective tax rate

 

24.6

 

18.8

 

16.6

 

 


(1)    Includes the impact of first-time application of IFRIC 21 (see Note A.1.3.)

(2)    Rate calculated on the basis of the estimated effective tax rate for the full financial year (see Note A.2.).

(3)    The difference between the standard French tax rate and other tax rates applicable to the Group is due partly to the fact that many of the countries where Sanofi operates have lower tax rates than France, and partly to the fact that royalty income is taxed at reduced rates in some countries (including France)

(4)    When intragroup margin included in inventory is eliminated, a deferred tax asset is recognized on the basis of the tax rate applicable to the subsidiary that holds the inventory, which may differ from the tax rate of the subsidiary that generated the eliminated intragroup margin.

(5)    Reported on the line Attributable to non-controlling interests in the consolidated income statement.

(6)    Entities liable to corporate income tax in France are also liable to pay an additional tax contribution on amounts distributed by the entity.

(7)    Net impact on the effective tax rate (current taxes, impact of the tax deduction, and deferred taxes).

(8)    “Other items” includes the net impact (current and deferred taxes) of the Contribution Exceptionnelle in France, which is immaterial at Group level.

 

29



 

B.18. SEGMENT INFORMATION

 

Sanofi has three operating segments: Pharmaceuticals, Human Vaccines (Vaccines), and Animal Health. All other activities are combined in a separate segment, “Other”.

 

The Pharmaceuticals segment covers research, development, production and marketing of medicines, including activities acquired with Genzyme. Sanofi’s pharmaceuticals portfolio consists of flagship products, plus a broad range of prescription medicines, generic medicines, and consumer health products. This segment also includes all associates and joint ventures whose activities are related to pharmaceuticals, in particular Regeneron Pharmaceuticals Inc. and the entities majority owned by BMS.

 

The Vaccines segment is wholly dedicated to vaccines, including research, development, production and marketing. This segment includes the Sanofi Pasteur MSD joint venture.

 

The Animal Health segment comprises the research, development, production and marketing activities of Merial, which offers a complete range of medicines and vaccines for a wide variety of animal species.

 

The “Other” segment consists of all activities that are not reportable segments as defined in IFRS 8.

 

Inter-segment transactions are not material.

 

B.18.1. Segment results

 

Sanofi reports segment results on the basis of “Business operating income”. This indicator, which complies with IFRS 8, is used internally to measure operational performance and allocate resources.

 

Business operating income is derived from Operating income, adjusted as follows:

 

·             the amounts reported in the line items Restructuring costs, Fair value remeasurement of contingent consideration liabilities and Other gains and losses, and litigation are eliminated;

·             amortization and impairment losses charged against intangible assets (other than software) are eliminated;

·             the share of net profits/losses from associates and joint ventures is added;

·             the share attributable to non-controlling interests is deducted;

·             other acquisition-related effects (primarily the workdown of acquired inventories remeasured at fair value at the acquisition date, and the impact of acquisitions on investments in associates and joint ventures) are eliminated;

·             restructuring costs relating to associates and joint ventures are eliminated.

 

Segment results are shown in the tables below:

 

 

 

June 30, 2014 (6 months)

 

(€ million)

 

Pharmaceuticals

 

Vaccines

 

Animal
Health

 

Other

 

Total

 

Net sales

 

13,517

 

1,346

 

1,054

 

 

15,917

 

Other revenues

 

126

 

14

 

14

 

 

154

 

Cost of sales

 

(4,046

)

(700

)

(378

)

 

(5,124

)

Research and development expenses

 

(2,025

)

(230

)

(72

)

 

(2,327

)

Selling and general expenses

 

(3,721

)

(271

)

(341

)

 

(4,333

)

Other operating income and expenses

 

19

 

1

 

17

 

(8

)

29

 

Share of profit/(loss) of associates and joint ventures

 

33

 

6

 

 

 

39

 

Net income attributable to non-controlling interests

 

(65

)

 

 

 

(65

)

Business operating income

 

3,838

 

166

 

294

 

(8

)

4,290

 

 

30



 

 

 

June 30, 2013 (1) (6 months)

 

(€ million)

 

Pharmaceuticals

 

Vaccines

 

Animal
Health

 

Other

 

Total

 

Net sales

 

13,522

 

1,457

 

1,083

 

 

16,062

 

Other revenues

 

155

 

12

 

14

 

 

181

 

Cost of sales

 

(4,174

)

(695

)

(346

)

 

(5,215

)

Research and development expenses

 

(2,008

)

(249

)

(85

)

 

(2,342

)

Selling and general expenses

 

(3,801

)

(301

)

(344

)

 

(4,446

)

Other operating income and expenses

 

130

 

7

 

(1

)

34

 

170

 

Share of profit/(loss) of associates and joint ventures

 

27

 

(4

)

(2

)

 

21

 

Net income attributable to non-controlling interests

 

(86

)

 

 

 

(86

)

Business operating income

 

3,765

 

227

 

319

 

34

 

4,345

 

 


(1)    Includes the impact of first-time application of IFRIC 21 (see Note A.1.3.)

 

 

 

December 31, 2013 (1) (12 months)

 

(€ million)

 

Pharmaceuticals

 

Vaccines

 

Animal
Health

 

Other

 

Total

 

Net sales

 

27,250

 

3,716

 

1,985

 

 

32,951

 

Other revenues

 

295

 

30

 

30

 

 

355

 

Cost of sales

 

(8,518

)

(1,776

)

(689

)

 

(10,983

)

Research and development expenses

 

(4,087

)

(518

)

(165

)

 

(4,770

)

Selling and general expenses

 

(7,362

)

(588

)

(653

)

 

(8,603

)

Other operating income and expenses

 

422

 

3

 

(1

)

26

 

450

 

Share of profit/(loss) of associates and joint ventures

 

48

 

41

 

(4

)

 

85

 

Net income attributable to non-controlling interests

 

(162

)

1

 

(1

)

 

(162

)

Business operating income

 

7,886

 

909

 

502

 

26

 

9,323

 

 


(1)    Includes the impact of first-time application of IFRIC 21 (see Note A.1.3.)

 

The table below shows the reconciliation between ‘‘Business operating income’’ and Income before tax and associates and joint ventures, in accordance with IFRS 8:

 

(€ million)

 

June 30,
2014
(6 months)

 

June 30,
2013(1)
(6 months)

 

December 31,
2013(1)
(12 months)

 

Business operating income

 

4,290

 

4,345

 

9,323

 

Share of profit/(loss) of associates and joint ventures(2)

 

(39

)

(21

)

(85

)

Net income attributable to non-controlling interests(3)

 

65

 

86

 

162

 

Amortization of intangible assets

 

(1,301

)

(1,543

)

(2,914

)

Impairment of intangible assets

 

(74

)

(440

)

(1,387

)

Fair value remeasurement of contingent consideration liabilities

 

(132

)

(117

)

314

 

Expenses arising from the impact of acquisitions on inventories(4)

 

 

(6

)

(8

)

Restructuring costs

 

(135

)

(159

)

(300

)

Other gains and losses, and litigation

 

 

 

 

Operating income

 

2,674

 

2,145

 

5,105

 

Financial expenses

 

(292

)

(311

)

(612

)

Financial income

 

157

 

34

 

109

 

Income before tax and associates and joint ventures

 

2,539

 

1,868

 

4,602

 

 


(1)    Includes the impact of first-time application of IFRIC 21 (see Note A.1.3.)

(2)    Excluding (i) restructuring costs of associates and joint ventures and (ii) expenses arising from the impact of acquisitions on associates and joint ventures.

(3)    Excluding the share of the adjustments listed in the table above attributable to non-controlling interests.

(4)    This line records the impact of the workdown of acquired inventories remeasured at fair value at the acquisition date.

 

31



 

B.18.2. Other segment information

 

The tables below show the split by operating segment of (i) the carrying amount of investments in associates and joint ventures accounted for by the equity method, (ii) acquisitions of property, plant and equipment, and (iii) acquisitions of intangible assets.

 

The principal associates and joint ventures are: for the Pharmaceuticals segment, the entities majority owned by BMS (see Note C.1. to the consolidated financial statements for the year ended December 31, 2013), Regeneron Pharmaceuticals Inc. (with effect from April 2014), and Infraserv GmbH & Co. Höchst KG; and for the Vaccines segment, Sanofi Pasteur MSD.

 

Acquisitions of intangible assets and property, plant and equipment correspond to acquisitions made during the period.

 

 

 

June 30, 2014

 

(€ million)

 

Pharmaceuticals

 

Vaccines

 

Animal Health

 

Total

 

Investments in associates and joint ventures

 

1,452

 

274

 

4

 

1,730

 

Acquisitions of property, plant and equipment

 

353

 

100

 

31

 

484

 

Acquisitions of other intangible assets

 

114

 

32

 

7

 

153

 

 

 

 

June 30, 2013

 

(€ million)

 

Pharmaceuticals

 

Vaccines

 

Animal Health

 

Total

 

Investments in associates and joint ventures

 

207

 

275

 

4

 

486

 

Acquisitions of property, plant and equipment

 

417

 

91

 

40

 

548

 

Acquisitions of other intangible assets

 

171

 

6

 

3

 

180

 

 

 

 

December 31, 2013

 

(€ million)

 

Pharmaceuticals

 

Vaccines

 

Animal Health

 

Total

 

Investments in associates and joint ventures

 

163

 

281

 

4

 

448

 

Acquisitions of property, plant and equipment

 

820

 

205

 

71

 

1,096

 

Acquisitions of other intangible assets

 

264

 

17

 

21

 

302

 

 

32



 

B.18.3. Information by geographical region

 

The geographical information on net sales provided below is based on the geographical location of the customer.

 

In accordance with IFRS 8, the non-current assets reported below exclude financial instruments, deferred tax assets, and pre-funded pension obligations.

 

 

 

June 30, 2014

 

(€ million) 

 

Total

 

Europe

 

Of which
France

 

North
America

 

Of which
United States

 

Other
countries

 

Net sales

 

15,917

 

5,145

 

1,255

 

5,245

 

4,984

 

5,527

 

Non-current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

· property, plant and equipment

 

10,090

 

6,370

 

3,877

 

2,534

 

2,162

 

1,186

 

· goodwill (1)

 

36,214

 

15,022

 

 

 

14,207

 

 

 

6,985

 

· other intangible assets

 

14,254

 

3,231

 

 

 

7,654

 

 

 

3,369

 

 


(1)    Excludes the goodwill allocated in full to the Animal Health cash generating unit (see Note D.5. to the consolidated financial statements for the year ended December 31, 2013), which amounted to €1,207 million as of June 30, 2014.

 

 

 

June 30, 2013

 

(€ million) 

 

Total

 

Europe

 

Of which
France

 

North
America

 

Of which
United States

 

Other
countries

 

Net sales

 

16,062

 

5,277

 

1,320

 

5,076

 

4,797

 

5,709

 

Non-current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

· property, plant and equipment

 

10,409

 

6,548

 

3,993

 

2,676

 

2,291

 

1,185

 

· goodwill (1)

 

36,877

 

15,021

 

 

 

14,852

 

 

 

7,004

 

· other intangible assets

 

18,266

 

4,003

 

 

 

10,266

 

 

 

3,997

 

 


(1)    Excludes the goodwill allocated in full to the Animal Health cash generating unit (see Note D.5. to the consolidated financial statements for the year ended December 31, 2013), which amounted to €1,267 million as of June 30, 2013.

 

 

 

December 31, 2013

 

(€ million)

 

Total

 

Europe

 

Of which
France

 

North
America

 

Of which
United States

 

Other
countries

 

Net sales

 

32,951

 

10,504

 

2,571

 

11,006

 

10,433

 

11,441

 

Non-current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

· property, plant and equipment

 

10,182

 

6,509

 

3,969

 

2,553

 

2,186

 

1,120

 

· goodwill (1)

 

35,939

 

15,023

 

 

 

14,071

 

 

 

6,845

 

· other intangible assets

 

15,395

 

3,531

 

 

 

8,256

 

 

 

3,608

 

 


(1)    Excludes the goodwill allocated in full to the Animal Health cash generating unit (see Note D.5. to the consolidated financial statements for the year ended December 31, 2013), which amounted to €1,195 million as of December 31, 2013.

 

As stated in Notes B.6.1. and D.5. to the consolidated financial statements for the year ended December 31, 2013, France is not a cash generating unit (CGU). Consequently, information about goodwill is provided for Europe.

 

33



 

B.18.4. Net sales

 

Sanofi’s net sales comprise the net sales generated by the Pharmaceuticals, Vaccines and Animal Health segments.

 

The table below shows net sales of flagship products and of the other major products of the Pharmaceuticals segment:

 

(€ million)

 

June 30,
2014
(6 months)

 

June 30,
2013
(6 months)

 

December 31,
2013
(12 months)

 

Lantus®

 

3,005

 

2,747

 

5,715

 

Apidra®

 

152

 

134

 

288

 

Amaryl®

 

182

 

193

 

375

 

Insuman®

 

65

 

65

 

132

 

BGM

 

32

 

23

 

48

 

Lyxumia®

 

11

 

1

 

9

 

Other products

 

3

 

 

1

 

Total: Diabetes

 

3,450

 

3,163

 

6,568

 

Taxotere®

 

136

 

222

 

409

 

Eloxatin®

 

93

 

119

 

221

 

Jevtana®

 

132

 

106

 

231

 

Thymoglobulin®

 

106

 

96

 

198

 

Mozobil®

 

51

 

51

 

101

 

Zaltrap®

 

31

 

25

 

53

 

Other products

 

131

 

125

 

252

 

Total: Oncology

 

680

 

744

 

1,465

 

Cerezyme®

 

343

 

342

 

688

 

Myozyme® /Lumizyme®

 

254

 

242

 

500

 

Fabrazyme®

 

221

 

183

 

383

 

Aldurazyme®

 

86

 

78

 

159

 

Other products

 

119

 

120

 

244

 

Total: Rare Diseases

 

1,023

 

965

 

1,974

 

Aubagio®

 

175

 

53

 

166

 

LemtradaTM

 

11

 

 

 

Other products

 

 

 

2

 

Total: Multiple Sclerosis

 

186

 

53

 

168

 

Total: Genzyme

 

1,209

 

1,018

 

2,142

 

Plavix®

 

912

 

943

 

1,857

 

Lovenox®

 

837

 

864

 

1,703

 

Aprovel® / CoAprovel®

 

372

 

479

 

882

 

Renagel® /Renvela®

 

309

 

346

 

750

 

Allegra®

 

119

 

248

 

406

 

Stilnox®/Ambien®/Ambien CR®/Myslee® range

 

151

 

193

 

391

 

Depakine ®

 

191

 

209

 

405

 

Synvisc® /Synvisc-One®

 

163

 

182

 

371

 

Tritace®

 

143

 

158

 

307

 

Multaq®

 

139

 

131

 

269

 

Lasix®

 

81

 

83

 

172

 

Targocid®

 

75

 

88

 

166

 

Orudis®

 

83

 

73

 

144

 

Cordarone®

 

65

 

72

 

141

 

Xatral®

 

47

 

51

 

101

 

Actonel®

 

41

 

52

 

100

 

Auvi-QTM/AllerjectTM

 

26

 

19

 

51

 

Other prescription products

 

1,836

 

2,143

 

4,230

 

Total: Other prescription products

 

5,590

 

6,334

 

12,446

 

Consumer Health Care

 

1,701

 

1,540

 

3,004

 

Generics

 

887

 

723

 

1,625

 

Total: Pharmaceuticals

 

13,517

 

13,522

 

27,250

 

 

34



 

The table below shows net sales of the principal vaccine types sold by the Vaccines segment:

 

(€ million)

 

June 30,
2014
(6 months)

 

June 30,
2013
(6 months)

 

December 31,
2013
(12 months)

 

Polio/Pertussis/Hib Vaccines

 

495

 

563

 

1,148

 

Influenza Vaccines

 

194

 

172

 

929

 

Meningitis/Pneumonia Vaccines

 

171

 

203

 

496

 

Adult Booster Vaccines

 

164

 

209

 

391

 

Travel and Endemics Vaccines

 

178

 

172

 

382

 

Other Vaccines

 

144

 

138

 

370

 

Total: Vaccines

 

1,346

 

1,457

 

3,716

 

 

The table below shows net sales of the principal products sold by the Animal Health segment:

 

(€ million)

 

June 30,
2014
(6 months)

 

June 30,
2013
(6 months)

 

December 31,
2013
(12 months)

 

Frontline® and other fipronil products

 

340

 

364

 

611

 

NexgardTM

 

58

 

 

 

Vaccines

 

334

 

361

 

727

 

Avermectin

 

212

 

245

 

413

 

Other Animal Health products

 

110

 

113

 

234

 

Total: Animal Health

 

1,054

 

1,083

 

1,985

 

 

B.18.5. Split of sales

 

The three largest customers accounted for approximately 7.9%, 7.3% and 4.6% respectively of the Group’s gross sales in the first half of 2014.

 

35



 

C/ Events subsequent to June 30, 2014

 

Since July 1, 2014, the Sanofi Group has acquired a further 1.7 million Regeneron shares at a value of €396 million. These acquisitions have increased the equity interest held by Sanofi to 22% (see Note B.1.).

 

36