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Consolidated shareholders’ equity | 12 Months Ended
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Dec. 31, 2023
Share Capital, Reserves And Other Equity Interest [Abstract] |
Consolidated shareholders' equity | Consolidated shareholders’ equity D.15.1. Share capital As of December 31, 2023, the share capital w as €2,529,599,938, consisting of 1,264,799,969 shar es with a par value of €2. Treasury shares held by Sanofi are as follows:
| Number of shares (million) | % of share capital for the period
December 31, 2023 | 13.45 |  | 1.063 | %
December 31, 2022 | 8.20 |  | 0.650 | %
December 31, 2021 | 11.02 |  | 0.872 | %
January 1, 2021 | 8.28 |  | 0.658 | %
Treasury shares are deducted from shareholders’ equity. Gains and losses on disposals of treasury shares are recorded directly in equity and are not recognized in net income for the period. Movements in the share capital of the Sanofi parent company over the last three years are set forth below:
Date | Transaction | Number of shares
December 31, 2020 |  | 1,258,971,738 |
During 2021 | Capital increase by exercise of stock subscription options(a) | 190,076 |
During 2021 | Capital increase by issuance of restricted shares(b) | 1,836,179 |
Board meeting of July 28, 2021 | Capital increase reserved for employees | 2,562,702 |
December 31, 2021 |  | 1,263,560,695 |
During 2022 | Capital increase by exercise of stock subscription options(a) | 490,373 |
During 2022 | Capital increase by issuance of restricted shares(b) | 1,499,987 |
Board meeting of July 27, 2022 | Capital increase reserved for employees | 2,027,057 |
Board meeting of December 14, 2022 | Reduction in share capital by cancellation of treasury shares | (6,742,380) |
December 31, 2022 |  | 1,260,835,732 |
During 2023 | Capital increase by exercise of stock subscription options(a) | 504,956 |
During 2023 | Capital increase by issuance of restricted shares(b) | 1,330,558 |
Board meeting of July 27, 2023 | Capital increase reserved for employees | 2,128,723 |
December 31, 2023 |  | 1,264,799,969 |
(a) Shares issued on exercise of Sanofi stock subscription options. (b) Shares vesting under restricted share plans and issued in the period. For the disclosures about the management of capital required under IFRS 7, refer to Note B.27. D.15.2. Restricted share plans Restricted share plans are accounted for in accordance with the policies described in Note B.24.3. The principal characteristics of those plans are as follows:
| 2023 | 2022 | 2021
Type of plan | Performance share plans | Performance share plans | Performance share plans | Performance share plans | Performance share plans | Performance share plans
Date of Board meeting approving the plan | May 25, 2023 | December 13, 2023 | May 3, 2022 | December 14, 2022 | April 30, 2021 | October 27, 2021
Service period | 3 years | 3 years | 3 years | 3 years | 3 years | 3 years
Total number of shares awarded | 3,838,434 |  | 65,129 |  | 3,344,432 |  | 109,981 |  | 3,484,420 |  | 13,521 |
Of which with no market condition | 2,425,047 |  | 944 |  | 2,000,627 |  | 10,335 |  | 2,209,901 |  | — |
Fair value per share awarded(a) | €87.69 |  | €77.42 |  | €91.19 |  | €79.17 |  | €77.27 |  | — |
Of which with market condition | 1,413,387 |  | 64,185 |  | 1,343,805 |  | 99,646 |  | 1,274,519 |  | 13,521 |
Fair value per share awarded other than to the Chief Executive Officer(b) | €83.74 |  | €74.50 |  | €86.65 |  | €69.60 |  | €71.30 |  | €68.45 |
Fair value per share awarded other than to the Chief Executive Officer - additional shares(c) | €43.60 |  | €34.90 |  | €49.00 |  | €54.70 |  | — |  | — |
Fair value per share awarded to the Chief Executive Officer(b) | €82.17 |  | — |  | €84.46 |  | — |  | €71.30 |  | — |
Fair value of plan at the date of grant (€ million) | 326 |  | 5 |  | 294 |  | 8 |  | 262 |  | 1 |
(a) Market price of Sanofi shares at the date of grant, adjusted for dividends expected during the vesting period. (b) Weighting between (i) fair value determined using the Monte Carlo model and (ii) market price of Sanofi shares at the date of grant, adjusted for dividends expected during the vesting period. (c) Additional tranche subject to a higher level of market conditions: 121,097 additional shares were awarded in May 2023, and 5,838 additional shares were awarded in December 2023 (versus 114,874 additional shares awarded in May 2022, and 9,066 additional shares awarded in December 2022). The total expense recognized for all restricted share plans, and the number of restricted shares not yet fully vested, are shown in the table below:
| 2023 (a) | 2022 (a) | 2021
Total expense for restricted share plans (€ million) | 231 |  | 206 |  | 193 |
Number of shares not yet fully vested as of December 31 | 9,773,084 |  | 9,245,513 |  | 9,507,849 |
Under 2023 plans | 3,780,513 |  | — |  | — |
Under 2022 plans | 3,099,158 |  | 3,330,801 |  | — |
Under 2021 plans | 2,893,413 |  | 3,097,531 |  | 3,364,895 |
Under 2020 plans | — |  | 2,817,181 |  | 3,014,496 |
Under 2019 plans | — |  | — |  | 3,128,458 |
(a) Additional tranche subject to a higher level of market conditions: 126,935 additional shares were awarded in 2023, versus 123,940 additional shares awarded in 2022. D.15.3. Capital increases The characteristics of the employee share ownership plans awarded in the form of a capital increase reserved for employees in 2023, 2022 and 2021 are summarized in the table below:
| 2023 | 2022 | 2021
Date of Board meeting approving the plan | February 2, 2023 | February 3, 2022 | February 4, 2021
Subscription price (€)(a) | 79.58 |  | 80.21 |  | 69.38 |
Subscription period | June 5-23, 2023 | June 9-29, 2022 | June 7-25, 2021
Number of shares subscribed | 2,009,306 |  | 1,909,008 |  | 2,438,590 |
Number of shares issued immediately as employer’s contribution | 119,417 |  | 118,049 |  | 124,112 |
(a) Subscription price representing 80% of the average of the opening quoted market prices of Sanofi shares during the 20 trading days preceding May 31, 2023, June 6, 2022 and June 3, 2021, respectively. The table below sets forth the expense recognized for each plan:
(€ million) | 2023 | 2022 | 2020
Expense recognized | 52 |  | 39 |  | 51 |
of which employer’s contribution | 12 |  | 11 |  | 11 |
D.15.4. Repurchase of Sanofi shares The Annual General Meetings of Sanofi shareholders held on May 25, 2023, May 3, 2022 and April 30, 2021 each authorized a share repurchase program for a period of 18 months. The following repurchases have been made under those programs:
(in number of shares and € million) Year of authorization | 2023 | 2022 | 2021
Number of shares | Value | Number of shares | Value | Number of shares | Value
2023 program | 2,584,540 |  | 230 |  | — |  | — |  | — |  | — |
2022 program | 4,000,204 |  | 363 |  | 1,510,000 |  | 137 |  | — |  | — |
2021 program | — |  | — |  | 3,976,992 |  | 360 |  | 2,765,388 |  | 242 |
2020 program | — |  | — |  | — |  | — |  | 1,758,569 |  | 140 |
D.15.5. Reductions in share capital Reductions in share capital for the accounting periods presented are described in the table included at Note D.15.1. above. Those reductions have no impact on shareholders’ equity. D.15.6. Currency translation differences Currency translation differences comprise the following:
(€ million) | 2023 | 2022 |  | 2021 |
Attributable to equity holders of Sanofi | (31) |  | 1,499 |  |  | (865) |  |
Attributable to non-controlling interests | (37) |  | (37) |  |  | (42) |  |
Total | (68) |  | 1,462 |  |  | (907) |  |
The balance as of December 31, 2023 includes an after-tax amount of €(574) million relating to hedges of net investments in foreign operations (refer to Note B.8.3. for a description of the relevant accounting policy), compared with €(580) million as of December 31, 2022 and €(317) million as of December 31, 2021. The movement in Currency translation differences is mainly attributable to the US dollar. D.15.7. Other comprehensive income Movements within other comprehensive income are shown below:
(€ million) | 2023 | 2022 |  | 2021 |
Actuarial gains/(losses): |  |  |  |  |
•Actuarial gains/(losses) excluding investments accounted for using the equity method (see Note D.19.1.) | (171) |  | 650 |  |  | 685 |  |
•Actuarial gains/(losses) of investments accounted for using the equity method, net of taxes | — |  | 4 |  |  | 1 |  |
•Tax effects | 18 |  | (212) |  |  | (36) |  |
Equity instruments included in financial assets and financial liabilities: | — |  | — |  |  | — |  |
•Change in fair value (excluding investments accounted for using the equity method) | 97 |  | (4) |  |  | 154 |  |
•Change in fair value (investments accounted for using the equity method, net of taxes) | — |  | — |  |  | — |  |
•Equity risk hedging instruments designated as fair value hedges | — |  | 17 |  |  | 11 |  |
•Tax effects | (21) |  | (4) |  |  | (18) |  |
Items not subsequently reclassifiable to profit or loss | (77) |  | 451 |  |  | 797 |  |
Debt instruments included in financial assets: |  |  |  |  |
•Change in fair value (excluding investments accounted for using the equity method)(a) | 21 |  | (77) |  |  | (21) |  |
•Tax effects | (4) |  | 15 |  |  | 5 |  |
Cash flow and fair value hedges: |  |  |  |  |
•Change in fair value (excluding investments accounted for using the equity method)(b) | 1 |  | 5 |  |  | (6) |  |
•Change in fair value (investments accounted for using the equity method, net of taxes) | (2) |  | 2 |  |  | — |  |
▪Tax effects | — |  | (1) |  |  | 2 |  |
Change in currency translation differences: |  |  |  |  |
•Currency translation differences on foreign subsidiaries (excluding investments accounted for using the equity method)(c) | (1,551) |  | 2,643 |  |  | 2,719 |  |
•Currency translation differences (investments accounted for using the equity method)(c) | 3 |  | (11) |  |  | (6) |  |
•Hedges of net investments in foreign operations(c) | 8 |  | (354) |  |  | (254) |  |
•Tax effects | (2) |  | 91 |  |  | 71 |  |
Items subsequently reclassifiable to profit or loss | (1,526) |  | 2,313 |  |  | 2,510 |  |
(a) Amounts reclassified to profit or loss: immaterial amount in 2023, immaterial amount in 2022 and €4 million in 2021. (b) Amounts reclassified to profit or loss: €1 million in 2023, €2 million in 2022 and €12 million in 2021. (c) Amounts reclassified to profit or loss: €(56) million in 2023, and €(40) million in 2022 (including €(35) million relating to the deconsolidation of EUROAPI). The amounts reclassified to profit and loss were immaterial in 2021. Currency translation differences arise from the translation into euros of the financial statements of foreign subsidiaries, and are mainly due to the appreciation of the dollar against the euro. D.15.8. Stock options Stock option plans awarded and measurement of stock option plans No stock options were awarded during 2023, 2022 or 2021. Stock subscription option plans Details of the terms of exercise of stock subscription options granted under the various plans are presented below in Sanofi share equivalents. These plans were awarded to certain corporate officers and employees of Sanofi companies. The table shows all Sanofi stock subscription option plans still outstanding or under which options were exercised in the year ended December 31, 2023:
Source | Date of grant | Number of options granted | Start date of exercise period | Expiry date | Exercise price (€) | Number of options outstanding as of 12/31/2023
Sanofi | 03/05/2013 | 788,725 |  | 03/06/2017 | 03/05/2023 | 72.19 |  | — |
Sanofi | 03/05/2014 | 1,009,250 |  | 03/06/2018 | 03/05/2024 | 73.48 |  | 91,355 |
Sanofi | 06/24/2015 | 435,000 |  | 06/25/2019 | 06/24/2025 | 89.38 |  | 337,714 |
Sanofi | 05/04/2016 | 402,750 |  | 05/05/2020 | 05/04/2026 | 75.90 |  | 264,750 |
Sanofi | 05/10/2017 | 378,040 |  | 05/11/2021 | 05/10/2027 | 88.97 |  | 257,010 |
Sanofi | 05/02/2018 | 220,000 |  | 05/03/2022 | 05/02/2028 | 65.84 |  | 168,784 |
Sanofi | 04/30/2019 | 220,000 |  | 05/02/2023 | 04/30/2029 | 76.71 |  | 213,400 |
Total |  |  |  |  |  | 1,333,013 |
The exercise of all outstanding stock subscription options would increase shareholders’ equity by approximately €107 million. The exercise of each option results in the issuance of one share. Summary of stock option plans A summary of stock options outstanding at each balance sheet date, and of movements during the relevant periods, is presented below:
| Number of options | Weighted average exercise price per share (€) | Total (€ million)
Options outstanding at January 1, 2021 | 2,579,270 |  | 75.61 |  | 195 |
Options exercisable | 1,845,050 |  | 74.51 |  | 137 |
Options exercised | (190,076) |  | 59.53 |  | (11) |
Options cancelled(a) | (51,216) |  | 65.84 |  | (3) |
Options forfeited | (10) |  | 50.48 |  | — |
Options outstanding at December 31, 2021 | 2,337,968 |  | 77.13 |  | 180 |
Options exercisable | 1,949,184 |  | 78.15 |  | 152 |
Options exercised | (490,373) |  | 71.39 |  | (35) |
Options cancelled(a) | (9,626) |  | 80.56 |  | (1) |
Options outstanding at December 31, 2022 | 1,837,969 |  | 78.64 |  | 145 |
Options exercisable | 1,624,569 |  | 78.89 |  | 128 |
Options exercised | (504,956) |  | 73.65 |  | (37) |
Options outstanding at December 31, 2023 | 1,333,013 |  | 80.53 |  | 107 |
Options exercisable | 1,333,013 |  | 80.53 |  | 107 |
(a) Mainly due to the grantees leaving Sanofi. The table below provides summary information about options outstanding and exercisable as of December 31, 2023:
| Outstanding | Exercisable
Range of exercise prices per share | Number of options | Weighted average residual life (years) | Weighted average exercise price per share (€) | Number of options | Weighted average exercise price per share (€)
From €60.00 to €70.00 per share | 168,784 |  | 4.34 | 65.84 |  | 168,784 |  | 65.84 |
From €70.00 to €80.00 per share | 569,505 |  | 3.12 | 75.82 |  | 569,505 |  | 75.82 |
From €80.00 to €90.00 per share | 594,724 |  | 2.29 | 89.20 |  | 594,724 |  | 89.20 |
Total | 1,333,013 |  |  |  | 1,333,013 |  |
D.15.9. 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 with dilutive effect and restricted shares.
(million) | 2023 | 2022 | 2021
Average number of shares outstanding | 1,251.7 |  | 1,251.9 |  | 1,252.5 |
Adjustment for stock options with dilutive effect | 0.2 |  | 0.3 |  | 0.3 |
Adjustment for restricted shares | 4.5 |  | 4.7 |  | 5.1 |
Average number of shares used to compute diluted earnings per share | 1,256.4 |  | 1,256.9 |  | 1,257.9 |
In 2023 and 2022, all stock options were taken into account in computing diluted earnings per share because they all had a dilutive effect. In 2021, 0.6 million stock options were not taken into account in computing diluted earnings per share because they had no dilutive effect.

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