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 CO

HALF-YEAR FINANCIAL REPORT

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

(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.

CONSOLIDATED BALANCE SHEETS LIABILITIES AND EQUITY

(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.

CONSOLIDATED INCOME STATEMENTS

(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.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(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.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

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

(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.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(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.).

(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.

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

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:

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.

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.

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

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

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.

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.

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:

(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.

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:

(1) Amount net of taxes.

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