63
2
Forward Looking Statements
This presentation contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking
statements are statements that are not historical facts. These statements include projections and estimates and their underlying assumptions, statements
regarding plans, objectives, intentions and expectations with respect to future financial results, events, operations, services, product development and
potential, and statements regarding future performance. Forward-looking statements are generally identified by the words "expects", "anticipates", "believes",
"intends", "estimates", "plans" and similar expressions. Although Sanofi's management believes that the expectations reflected in such forward-looking
statements are reasonable, investors are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of
which are difficult to predict and generally beyond the control of Sanofi, that could cause actual results and developments to differ materially from those
expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include among other things, the
uncertainties inherent in research and development, future clinical data and analysis, including post marketing, decisions by regulatory authorities, such as
the FDA or the EMA, regarding whether and when to approve any drug, device or biological application that may be filed for any such product candidates as
well as their decisions regarding labeling and other matters that could affect the availability or commercial potential of such product candidates, the absence
of guarantee that the product candidates if approved will be commercially successful, the future approval and commercial success of therapeutic alternatives,
the Group's ability to benefit from external growth opportunities, trends in exchange rates and prevailing interest rates, the impact of cost containment policies
and subsequent changes thereto, the average number of shares outstanding as well as those discussed or identified in the public filings with the SEC and the
AMF made by Sanofi, including those listed under "Risk Factors" and "Cautionary Statement Regarding Forward-Looking Statements" in Sanofi's annual
report on Form 20-F for the year ended December 31, 2012.
Other than as required by applicable law, Sanofi does not undertake any obligation to update or revise any forward-looking information or statements.
Agenda
Introduction & Governance
Serge Weinberg, Chairman of the Board of Directors
Compensation Policy
Gérard Van Kemmel, Director, Compensation Committee
2012 Achievements & Outlook
Christopher A. Viehbacher, Chief Executive Officer
Financial Performance
Jérôme Contamine, Executive Vice President, Chief Financial Officer
Questions & Answers
Vote on the Resolutions
3
INTRODUCTION & GOVERNANCE
Serge Weinberg
Chairman of the Board of Directors
4
An Independent and Diversified Board
Composition today Our Proposal
16 Directors
● No renewal of Directors in 2013
● Nomination of a new Director:
● Ms. Fabienne Lecorvaisier
● A majority of independents (10 out of 16)
● 4 women, i.e. 25%
15 Directors
● A majority of independents
(9 out of 15)
● 3 women, i.e. 20%
● 6 Directors of a nationality other than
French, i.e. 40%
● No over-boarding
5
An Active and Engaged Board
● 8 meetings in 2012
● The Board in 2012 benefited from
presentations of the heads of the Group’s
main activities
● The Chairman of each specialist committee
informs the Board of its preparatory work and
its recommendations
Taux de présence élevé des administrateurs : plus de
95%
6
High Board
Participation Rate:
over 95%
Separation of the Office of Chairman and Chief Executive Officer
7
The Chairman liaises
between the Board of
Directors and the General
Management, and with the
Company’s shareholders
The Chairman organizes
and directs the
Board of Directors
Organizational mode
chosen by the
Board of Directors
Four Specialist Committees
Audit Committee Compensation Committee
● Addition of Christian Mulliez
● 4 financial experts
● 4 out of 5 members are
independent
● 8 meetings in 2012
● Regular review of the principal risks with
accounting effects
● En 2012, specific reviews of risks
management, pharmacovigilance and
compliance
● 3 out of 5 members are independent
● 3 meetings in 2012
● The Committee’s activities
will be developed by
Mr. Van Kemmel in
his presentation
Participation
Rate
94%
Participation
Rate
100%
8
Four Specialist Committees (cont’d)
● 4 out of 6 members are independent
● 2 meetings in 2012
● Main activities (in 2012)
● Evolution of the Board and
Committees’ composition
● Independence of Directors
● Selection of a new Director
● Evaluation of the workings of the Board
● 3 out of 7 members are independent
● 6 meetings in 2012
● 4 closed sessions
● 2 expanded sessions
● Main activities (in 2012)
● Development of the strategic plan
● Research & Development
● Acquisition projects
Appointments and
Governance Committee Strategy Committee
Participation
Rate
100%
Participation
Rate
100%
9
Oversight of Risk is a Critical Board Function
10
The Board
oversees:
● The existence of reliable procedures for the supervision of the internal controls framework
● The identification, evaluation and management of risk by the Executive Committee
● The accounting treatment of risks having a potential financial incidence
● The shareholder information, through the Annual reports on Form 20-F and
Document de référence and the Chairman’s report on internal controls
The
Executive
Committee
defines:
● The orientations for internal controls and risk management through :
● Risk Committee
● Executive Compliance Committee
● Specialized services
20
30
40
50
60
70
80
90
Share Performance vs. CAC 40 since September 2008
11 Source: vw dgroup data (09/01/2008 - 04/29/2013 )
€83.45
+71.4%
CAC
3868.68
-13.5%
Share Performance vs. Pharmaceutical Peers
Share Performance since September 1, 2008
12 Source: Bloomberg (08/29/2008 - 04/29/2013)
26% 25% 20% 22%
12%
87%
72%
59%
47%
34% 34% 30%
2008 2012
€2.65
€2.40
€2.20
2010
€2.77
2011
€2.50
2009
Sanofi Continues to Offer a Solid Dividend Yield
● Proposed dividend(1) of €2.77 per share for
2012 results
● Dividend CAGR of 5.9% over the
2008-2012 period
● Target payout ratio of 50% for 2013 results(2) Payout
45%
13
Evolution of Dividend
(1) To be submitted for approval by the Shareholders’ Annual General Meeting on May 3, 2013
(2) Dividend to be paid in 2014
Sanofi Pursued Share Repurchase Program in 2012 to Absorb Dilution
14
Share Buyback in 2012
13,573,643 shares repurchased for
cancellation
Weighted average share price of
€60,59 per share
Total amount of €823 million
Number of Shares Repurchased
from 2010 to 2012 (in million)
2012
13.6m
2011
21.7m
2010
6m
Number of
issued shares
as of December 31
1,311m
1,341m(1)
1,326m
(1) In 2011, 38,139,730 new shares have been issued as a result of the dividend payment in shares
Shareholder Structure as of December 31, 2012(1)
15 (1) Source: Thomson Reuters
U.S.
France
Institutional
Investors
78.3% UK
Other EU countries
Asia Germany Switzerland Canada Rest of the world 1.0%
L’Oréal
Individual Shareholders
Employees
1,326,342,959
shares
0.2% Treasury
Others
16
COMPENSATION POLICY
Gérard Van Kemmel
Director
Compensation Committee
Composition of the Compensation Committee
17
● Thierry Desmarest
● Jean-René Fourtou
● Claudie Haigneré
● Christian Mulliez
● Gérard Van Kemmel, Chairman
In compliance with the
AFEP-MEDEF Code,
more than half the members are
independent
(3 out of 5)
The Compensation Committee is composed of:
Mission of the Compensation Committee
18
Develops recommendations and proposals for the Board on the following
subjects:
Compensation
Committee
Provides an opinion on the top management compensation policy
All aspects of compensation of the CEO and the Chairman
The equity compensation policy (frequency, category of beneficiaries, performance
conditions)
Allocation of director attendance fees
The employee share ownership policy
Compensation of the Chairman of the Board of Directors
(in euros) 2010(1) 2011 2012 2013
Base compensation 439,748 700,000 700,000 700,000
Variable compensation 0 0 0 0
Attendance fees 35,625 0 0 0
Benefits in kind 4,785 9,463 8,115 *
Total 480,158 709,463 708,115 *
Options 0 0 0 0
Performance shares 0 0 0 0
19
(1) Coopted in December 2009 and appointed Chairman in May 2010 * To be determined as of December 31, 2013
● Target 200% + of base (unchanged)
● Criteria 2013:
● Financial objectives
● R&D results
● Organizational structure of the Group and
succession planning for key posts in the Group
● Corporate social responsibility
Compensation of the Chief Executive Officer
● 2008: initial amount set at €1,200,000
● 2008 – 2012: unchanged base compensation
● 2012: increase of 5% (€1,260,000 on a full year basis)
Base Compensation
● Set at €2,268,000 - 180% of base salary
● Criteria 2012:
● Financial objectives
● R&D results
● Development of 2015-2020 strategic plan
● Organization of the Group
● Workforce motivation and Group image
20
Variable Compensation 2012 Variable Compensation 2013
Compensation of the Chief Executive Officer
(in euros) 2010 2011 2012 2013
Base compensation 1,200,000 1,200,000 1,250,000(2) 1,260,000
Variable compensation 2,400,000 2,280,000 2,268,000 Target 200% +
Attendance fees 0 0 0 0
Benefits in kind 5,729 8,287 4,051 *
Total 3,605,729 3,488,287 3,522,051 *
Options(1) 275,000 300,000 240,000 240,000
Performance shares(1) 0 30,000 42,000 45,000
21
(1) Subject to performance conditions, a condition of continued employment, and a lock-up requirement (2) The annual base compensation was set at €1,260,000 as from March 5, 2012, i.e. a total base compensation for the year 2012 of €1,250,000.
It represents a 5% increase compared to the initial compensation set in 2008.
* To be defined as of Decembre 31, 2013
Equity Compensation: Performance Shares
22
Fundamentally revamped in 2011
with these objectives: Evolution in 2012
● Limit the dilution of shareholders
● Use of performance share grants, except for a limited number of executives who also receive
options
● All awards are subject to demanding
performance conditions
● The nature of grants (shares vs options) is
differentiated according to the positioning of
the beneficiary
● Performance period increased to 3 years
● Decreasing weighting of stock options
compared to performance shares
● Limited to the CEO (50% of the award)
● And to members of the Global Leadership Team (30% of the award)
Performance Conditions
23
All awards of performance
shares and options are subject
to two internal performance
criteria
● Business Net Income
● Return on Assets (ROA)
Awards to the CEO are also
subject to a third external
performance criterion
● Total Shareholder Return
(TSR) No grant below the median (modified in 2013)
Level of achievement of the
Business Net Income:
106%
Level of achievement of the
ROA:
+1.7 pt above the target
Level of the TSR:
Sanofi ranked 5th among a
panel of 12
In 2011-2012
Equity Compensation: Options to Subscribe for Shares
● Essential for motivation, retention and recruitment
● Renewal of the authorization voted in May 2011
● Requested authorization: 0.7% for 38 months
● Requested authorization in 2011: 1% for 26 months
● Sub-ceiling applicable to the CEO: 15% maximum of the authorization requested
● Demanding performance conditions over 3 consecutive fiscal years
● Board commitment to publish the level of achievement of the performance conditions
implemented in its 2012 annual report
24
Options to Subscribe for Shares Resolution 13
Strengthen Employee Share Ownership
25
Sanofi wants to strengthen
employee share ownership
● Offering an annual plan
● The plan will be adapted to countries’ tax rules
● The 2013 employee share ownership plan will be launched in H2 2013
●1.3%(1)
of Sanofi
shares are
held by
employees
(1) At December 31, 2012
Average employee share ownership in CAC 40 companies is 3.75%
3 share ownership plans
since 2005
●« Action 2005 »
● 23,632 employees participated
● 2,037,887 shares subscribed
●« Action 2007 »
● 16,779 employees participated
● 1,531,951 shares subscribed
●« Share 2010 » : global share plan awarding 20 restricted shares to each Group employee
● 105,067 beneficiary employees
● 2,101,340 rights to receive shares granted
Resolutions in Favor of Employee Share Ownership
● Legal obligation
● Group’s will
● Requested authorization: 1%
26
Capital increase reserved for members of savings plans Resolution 11
Possibility to use performance shares in full or partial substitution for the
discount in certain countries Resolution 12
● Requested authorization: 0.2%
● Offer reserved for countries where the 20% discount is taxable as from the subscription of shares
● Not offered either to the CEO or to any member of the Executive Committee
27
● Proportional to activity (Board and Committee sessions)
● Differentiated rates (Committee Chairs; foreign members)
● Not distributed to Chairman of the Board or to the CEO
● Rates unchanged
● Slight growth of the amount actually distributed
● Rates unchanged
Director Attendance Fees
Compensation provided to Directors
Principles
2012
2013
28
2012 ACHIEVEMENTS & OUTLOOK
Christopher A. Viehbacher
Chief Executive Officer
Building a Company with Sustainable Growth
29
2009-2012 2013+ 2005-2008
Transforming while
managing the cliff
● Investing in growth platforms
● Increasing diversification
● Disciplined cost management
Generating
sustainable growth
● Growing recurring sales
● Launching innovative drugs
● Optimizing capital allocation
Focusing on
Rx blockbusters
● Blockbuster drugs
● Patents challenged
● R&D setbacks
2012 2011 2010 2009 2008
% of
total 42.7% 67.4%
Our Growth Platforms Have Doubled Over Four Years
While the Patent Cliff Enters the Rear-view Mirror
30
% of
total 27.4% 6.4%
€23,548m
€11,783m
€2,222m
€7,565m
2012 2011 2010 2009 2008
Sales of
Growth Platforms(1)
Sales of
Key Genericized Products(2)
(1) 2010 include sales of Merial. In 2008 and 2009, Merial Joint Venture sales w ere not consolidated by Sanofi
(2) Key genericized products include Lovenox® U.S., Plavix® Western EU, Taxotere® Western EU & U.S., Eloxatin® U.S., Ambien® family U.S., Allegra® U.S.,
Aprovel® Western EU, Xyzal® U.S., Xatral® U.S., Nasacort® U.S. and BMS Alliance (active ingredients of Plavix® and Avapro® sold to BMS)
Sanofi Has Delivered Sales Growth for the Last Four Years Despite the
Loss of Several Mega Blockbusters
31
2010
€32,367m
2009
€29,306m
2012
€33,389m
2011
€34,947m
€27,568m
2008
Sales
+0.5% at CER(1)
(2) (2) (3)
(1) On a reported basis, FY 2012 sales w ere up +4.7%
(2) In 2008 and 2009, Merial Joint Venture sales w ere not consolidated by Sanofi
(3) In 2010, excluding non-consolidated sales from Merial, Sanofi reported sales of €30,384m
€6.61
2009
€7.06
2010 2008
€5.59
€6.20 €6.65
2012 2011
2012 EPS Was Slightly Better than Originally Anticipated
32
Business EPS
-12.8% at CER(1)
(1) On a reported basis, 2012 EPS w as down -6.8%
Growth Platforms Grew by +9.9%(1) in 2012
and Constitute Long Life Assets to Drive Future Growth
33
+16.7%
+5.7%
+9.9%
+3.1%
+16.9%
+10.5%
+8.3%
(1) Sales of Grow th Platforms w ere up +7.8% in 2012 w ith Genzyme pro forma. Genzyme products w ere not consolidated in Q1 2011
(2) Emerging Markets sales w ere up +7.2% in 2012 w ith Genzyme pro forma. Genzyme products w ere not consolidated in Q1 2011
(3) New Genzyme perimeter includes Rare Diseases and Multiple Sclerosis franchises
(4) Grow th is at constant exchange rates and at comparable perimeter - Genzyme sales w ere not consolidated in Q1 2011
(5) Includes new product launches which do not belong to the other Grow th Platforms listed above: Multaq®, Jevtana®, Mozobil® and Zaltrap®
Other Innovative Products(4,5)
Vaccines
Diabetes Solutions
Consumer Healthcare
Animal Health
Emerging Markets(2)
Genzyme(3,4)
€611m
€3,897m
€5,782m
€3,008m
€2,179m
€11,145m
€1,785m
2012 growth at CER
(1)Rest of the w orld: Japan, Australia, New Zealand, Canada
(2)Grow th at constant exchange rates
© D
en
is F
elix
+11.3%(2) +10.1%(2) +2.1%(2) +10.2%(2)
€3,435m
€2,841m €2,721m
€2,019m
Latin America Asia Eastern Europe, Russia & Turkey
Africa & Middle East
Sanofi Benefited from its Broad Geographic Presence
in Emerging Markets in 2012
34
Emerging Markets Sales Split
31.9%
31.1%
23.9%
13.1%
Emerging Markets
€11,145m
Western Europe
€8,335m
Rest of the World(1)
€4,594m
United States
€10,873m
Providing Global Solutions to Diabetes Patients
(1) Grow th at constant exchange rates
insulin brand
worldwide
+19.3 % (1)
Lantus® Sales
in 2012
€5,0bn
#1
More solutions…
®
35
Lyxumia® now Approved in Europe for the Treatment
of Type 2 Diabetes
36
● Pronounced post-prandial glucose lowering
effect of Lyxumia®
● Clinical development supports use on top of
basal insulin
● New Drug Application accepted for review by
FDA
● European launch roll-out started in Q1 2013
®
The proprietary name for lixisenatide in the U.S. is under consideration.
Human Vaccines: 2012 Was a Solid Year for Sanofi Pasteur
2012 Consolidated Sales
€3.9bn, +5.7%(1)
● Dengue vaccine
● Clostridium difficile vaccine
Tomorrow
8%
9%
Others
30%
Influenza vaccines
23%
13%
17%
37
Polio/Pertussis/Hib
Adult boosters
Travel & other
endemic
Meningitis/
Pneumo
(1) Grow th at constant exchange rates
Sanofi Is a Top 3 Player in Consumer Healthcare Globally(1)
(1) Nicholas Hall & Company - MAT September 2012
(2) Grow th at constant exchange rates
€3,008m
38
1. J&J
2. BAYER
3.
4. NOVARTIS
5. PFIZER
6. GSK
4.5%
3.3%
3.2%
3.0%
2.8%
2.8%
Top 6 OTC in Market Share(1)
+9.9% (2)
Annual Sales
Animal Health: Merial Showed Steady Performance in 2012
39
Range of Products
● Parasiticides
● Anti-infectious drugs
● Anti-inflammatory agents
● Anti-ulcerous agents
● Vaccines
€2.2bn up +3.1%
(1)
2012 Sales
(1) Grow th at constant exchange rates
Genzyme, the Global Leader in Rare Diseases,
Delivered Strong Performance in 2012
(1) Grow th is at constant exchange rates and at comparable perimeter - Genzyme sales w ere not consolidated in Q1 2011
up +16.9%(1)
€1.8bn
2012 Sales
© C
hri
s K
irze
der
, K
irze
de
r P
ho
tog
raph
y :
Ma
ryze
, M
ala
die
de
Pom
pe,
Pa
ys-B
as
40
Genetic Diseases
A SANOFI COMPANY
Eliglustat
in Phase III
● Fabry disease
● Gaucher disease
● Pompe disease
Genzyme: New Solutions for Patients with Multiple Sclerosis
CHMP: Committee for Medicinal Products for Human Use of the European Medicines Agency
Lemtrada™ is the registered trade name for alemtuzumab submitted to health authorities
© G
eo
rge
P.
De
To
rre
s /
Mu
ltiV
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ere
sa,
mu
ltipl
e s
cle
rosi
s, U
.S.
Multiple Sclerosis
● An innovative oral treatment
● Promising launch in the U.S. and positive CHMP opinion in Europe
41
● Ground-breaking efficacy
● Submitted in Europe and the U.S.
A SANOFI COMPANY
● > 2 million people suffer from MS wolrdwide
● 2012 global market sales: > €10bn
Key Regulatory Achievements since Early 2012
10 6 Regulatory Approvals New Drugs / Vaccines
Submitted
● Aubagio® (EU)
● Lyxumia® (U.S.)(2)
● Lemtrada™ (U.S. and EU)
● Vaxigrip®/Fluzone
® Quadrivalent (EU and U.S.)
● Zaltrap® (U.S. and EU)(1)
● Aubagio® (U.S.)
● Lyxumia® (EU)(2)
● AUVI-Q™ (U.S.)
● Kynamro™ (U.S.)(3)
● IMOVAX® POLIO (JP)
● Hexyon™/Hexacima® (EU)(4)
● Lantus® pediatric use (EU)
● Plavix® for PAD & STEMI (JP)
42
(1) Zaltrap® w as approved in EU on Feb 1, 2013
(2) Lyxumia® w as approved in EU on Feb 1, 2013 and FDA file acceptance is expected in Q1 2013
(3) Kynamro™ w as approved in the U.S. on Jan 29, 2013
(4) Hexyon™/Hexacima® w as approved in EU on April 22, 2013
Zaltrap® is developed in collaboration w ith Regeneron - Lyxumia® is in-licensed from Zealand Pharma / Sanofi U.S. licensed the North American commercialization rights to AUVI-Q™ from Intelliject Inc. / Lemtrada™ is the registered trade name for alemtuzumab submitted to health authorities
Profound Changes in Research Globally
43
Evolution of scientific knowledge
and emergence of new technologies
Proliferation of skills necessary for innovation
Regulatory and economic environment
increasingly challenging
Deployment of
a new model is
essential for all
Research
stakeholders
Sanofi Adapts its Research Model, as Does the Whole Industry
44
Open Innovation
●Concentrate activities and expertise, fragmented across a
large number of sites, within the heart of the most fertile
ecosystems
●Take advantage of the scientific, academic and technical
environments (biotechs)
Translational Medicine
● Strengthening cooperation between laboratory
researchers and clinical researchers to make science
available to those who need it
● Accelerate the translation of research efforts into
therapeutic applications
Model deployed in the United States, Germany and Asia since 2011
Adapt Sanofi’s Research Model in France
Pharma
Vitry sur Seine
Alfortville
Chilly-Mazarin
Longjumeau
Montpellier
Toulouse
Pharma
Vaccines
Animal Health
Marcy l’Etoile
Lyon-Gerland
Saint-Vulbas
Strasbourg
1st
private investor in innovation in France
1st
private sector partner for academic research in life
sciences (AVIESAN)
50% of global R&D headcount in France
40% of global R&D investment in France
● Increase innovation in France 1
● Create a Hub France around Paris, Lyon and
Strasbourg 2
● Allow production within the 26 industrial sites
in the country 3
45
Up to Eighteen Potential New Launches over 2012-2015
2
7
Kynamro™ (mipomersen)
5
4
Lemtrada™ (alemtuzumab)
Aubagio™ (teriflunomide)
Lyxumia® (lixisenatide)
Zaltrap® (aflibercept)
AUVI-Q™ (epinephrin)
Hexyon™/Hexacima®
Dengue vaccine
otamixaban
eliglustat
SAR302503 (JAK-2 inhibitor)
DTP-HepB-Polio-
Hib
alirocumab (anti-PCSK9 mAb)
iniparib
2012 2013 2014 2015
Fluzone® QIV IM
Quadracel®
46
New glargine formulation LeGoo®
(biopolymer gel)
Cumulative Number of Projects
(Pharmaceuticals and Vaccines) 18
Rare Diseases
Diabetes
Oncology
Other Pharma
Vaccines
Multiple Sclerosis
Note: Only f irst launches in a given market are mentioned.
Deliver sustainable
long-term growth
3
2
1
47
4
47
Executing a Successful Strategy
Seize value-enhancing growth opportunities
Bring innovative products to market
Grow a global healthcare leader with synergistic
platforms
Adapt structure for future challenges and
opportunities
Our Gratitude to Hanspeter SPEK
48
President
Global Operations
49
FINANCIAL PERFORMANCE
Jérôme Contamine
Executive Vice President, Chief Financial Officer
2012 FX Impact
€1,400m
Growth
platforms
€1,640m
Genzyme
Q1
€733m
Others
-€310m
Copaxone
& Dermik
-€559m
Key
genericized
products
-€1,345m
2011
€33,389m
Growth Platforms Overcome Loss of Blockbusters, End of Copaxone®
Agreement and Divestiture of Dermik in 2012
2012 Sales
(1)
(2)
€34,947m
(3)
®
50
(1) Key genericized products include Lovenox® U.S., Plavix® Western EU, Taxotere® Western EU & U.S., Eloxatin® U.S., Ambien® family U.S., Allegra® U.S., Aprovel® Western EU, Xyzal® U.S., Xatral® U.S.,
Nasacort® U.S. and BMS Alliance (active ingredients of Plavix® and Avapro® sold to BMS)
(2) Genzyme products w ere not consolidated in Q1 2011
(3) Emerging Markets, Diabetes Solutions, Vaccines, Consumer Healthcare, Animal Health, Genzyme & Innovative Products
FY 2012 Reflected a Slightly Better BOI Margin than Anticipated
51
€m FY 2012 FY 2011 % Change (reported €)
% Change (CER)
Net sales 34,947 33,389 +4.7% +0.5%
Other revenues 1,010 1,669 -39.5% -42.4%
Cost of sales (11,095) (10,426) +6.4% +3.9%
Gross profit 24,862 24,632 +0.9% -3.9%
R&D (4,922) (4,811) +2.3% -1.0%
SG&A (8,947) (8,536) +4.8% +0.9%
Other current operating income & expenses 108 4 - -
Share of Profit/Loss of associates 424 1,102 - -
Minority interests (172) (247) - -
Business operating income 11,353 12,144 -6.5% -12.2%
Business operating margin 32.5% 36.4% - -
CER: Constant Exchange Rates BOI: Business Operating Income
2012 2011 2011
52
2012
€1,669m €1,102m
Impact on
2012
Business Net
Income:
€1.3bn(3,4))
€1,010m(2)
€424m
Residual impact(4) on BNI of Plavix® & Avapro® U.S. LoE expected to be
around €800m in H1 2013
The Loss of U.S. Exclusivity of Plavix® and Avapro® Impacted our BNI
by €1.3bn in 2012
"Other Revenues" "Income from Associates"
Loss of Exclusivity of Plavix® & Avapro® in the U.S.(1)
(1) Avapro® on March 30, 2012 and Plavix® on May 17, 2012
(2) Including a positive impact from a one-time payment of $80m by BMS. When excluding this payment, “Other Revenues” w ould have been €45m low er.
(3) BNI impact calculated including a one-time payment of $80m by BMS
(4) At constant exchange rates
Controling Costs While Investing in the Future
53
2012 2011 2012 2011 2012 2011
Cost of Sales (€m) R&D Expenses (€m) SG&A Expenses (€m)
31.8% of sales
14.1% of sales
25.6% of sales
€8,947m
€4,922m
€11,095m €10,426m
€4,811m
€8,536m
Patent Cliff Impact on BNI Mitigated to ~€600m in 2012
54
€m FY 2012 FY 2011 % Change (reported €)
% Change (CER)
Business operating income 11,353 12,144 -6.5% -12.2%
Net financial expenses (460) (412) - -
Income tax expense (2,714) (2,937) - -
Effective tax rate -25.5% -27.0% - -
Business net income 8,179 8,795 -7.0% -12.9%
Net margin 23.4% 26.3% - -
Business EPS(1) €6.20 €6.65 -6.8% -12.8%
Average number of shares outstanding (m) 1,319.5 1,321.7 - -
CER: Constant Exchange Rates BNI: Business Net Income
(1) Business EPS w as up +2.6% at CER in 2012 excluding Plavix® and Avapro® Loss of Exclusivity in the U.S. - Avapro® on March 30, 2012 and Plavix® on May 17, 2012
From Business Net Income to Consolidated Net Income
55
€m FY 2012 FY 2011 % Change (reported €)
Business net income 8,179 8,795 (7.0%)
Amortization of intangible assets (3,291) (3,314)
Impairment of intangible assets (117) (142)
Fair value remeasurement of contingent consideration liabilities (192) 15
Expenses arising on the workdown of acquired inventories (23) (476)
Restructuring costs (1,141) (1,314)
Gains and losses on disposals, and litigation (327)
Tax effect on the items listed above & other tax items 1,580 2,482
Share of items listed above attributable to non-controlling interests 3 6
Restructuring costs and expenses arising from the impact of acquisitions
on associates and Merial (31) (32)
Net income attributable to equity holders of Sanofi 4,967 5,693 (12.8%)
Solid Free Cash Flow Generated in 2012
Despite the Loss of Exclusivity of Plavix® in the U.S.
56
● Free Cash Flow of €7,375m, down
-11.8% in 2012(1)
● 2011 dividend of €3,487m paid in
Q2 2012
● Share repurchases of €823m
in 2012
● Net debt decreased by €3,140m
in 2012
Dividend & Share
repurchase
Net debt Dec 31, 2012
Restructuring costs & Other
+613
-4,310
Acquisitions & licensing
-538
CapEx
- 1,402
Net Cash from operating activities
Net debt Dec 31, 2011
(2)
(3)
-10,859
-7,719
FCF
+7,375
+8,777
(2)
2012 (€m)
(1) Free Cash Flow of €8,358m in 2011
(2) Including derivatives related to the f inancial debt: €456m at December 31, 2011, and €431m at December 31, 2012
(3) Excluding Restructuring Costs
2012 2011 2010 2009
Sustained Investments in 2012
57
CapEx Evolution Major Investments in 2012
€1,460m
€1,261m
€1,644m
€1,402m
● UCI: investment in 4 industrial sites in France for
the production of hydrocortisone by an innovative
biosynthetic process
● Biolaunch: conversion of the Vitry-sur-Seine site
in France into the Group's leading biotech
platform
● Genzyme: major investments in production sites
in Belgium (Myozyme®) and the U.S.
● Dengue Vaccine: construction of a new
production site in Neuville-sur-Saône, France
Very Solid Credit Ratings
Agencies Short-term rating Long-term rating Outlook
Moody’s P-1
on 12/24/2004
A1 on 03/27/2013
Stable on 03/27/2013
Standard & Poors A-1+
on 03/22/2005
AA on 05/03/2013
Stable on 05/03/2013
58
A Strong Balance Sheet
December 31, 2012
ASSETS
LIABILITIES &
EQUITY
Net Debt (A-B) 7.7
In €bn Change vs.
December 31, 2011
- 3.9
+ 0.3 + 2.3
+ 1.1
+ 0.1
+ 0.9
- 3.2
58.3
19.2
6.0 6.4
57.5
18.3
14.1
Intangible assets
Other non-current assets
WCR
Net cash (B)
Equity attributable
Provisions and other
non-current liabilities
Financial debt (A)(1)
59 (1) Including interest rate and currency derivatives used to hedge debt
● New Shareholder Handbook
● 4 Letter to Shareholders / year
● Next issue: June 2013
● A rich and useful Website
● With a dedicated section for individual shareholders www.sanofi.com/shareholders
● Videos on Sanofi TV www.sanofi.tv
Transparent Information for our Shareholders
60
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Organizing Regular Meetings
● 6 shareholder meetings in France in 2013
● April 8: Bordeaux
● May 22: Marseille
● June 18: Lyon
● September 24: Caen
● November 18: Lille
● December 9: Nantes
● Presence at Actionaria shareholder exhibition, Paris
● November 22-23: Palais des Congrès
● Individual Shareholders Committee
● 12 members meeting 4 times/year
● Next renewal: end 2013
61
company in France, in the European healthcare
sector and accross all sectors in Europe for Investor Relations
#1 Pan-European EXTEL Survey 2012
62
GENERAL MEETING 2013
Questions & Answers
63
GENERAL MEETING 2013
Vote on the Resolutions
