##### Table of Contents

 

 

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**
 
**

**FORM 20-F**

**
 
**

**(Mark One)**

 

**OR**

**For the fiscal year ended December 31, 2008**

**OR**

**OR**

Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . . . 

**For the transition period from              to            **

**Commission File Number: 001-31368**

**
 
**

**Sanofi-Aventis**

(Exact name of registrant as specified in its charter) 

**N/A**

(Translation of registrant’s name into English) 

**France**

(Jurisdiction of incorporationor organization) 

**174, avenue de France, 75013 Paris, France**

(Address of principal executive offices) 

**
 
**

**Karen Linehan, General Counsel. 174, avenue de France, 75013 Paris, France. Fax: 011 + 33 1 53 77 43 03**

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) 

**
 
**

**Securities registered or to beregistered pursuant to Section 12(b) of the Act:**

**Securities registered pursuant to Section 12(g) of the Act:**

American Depositary Shares, each representing one quarter of a Participating Share Series A, par value €70.89 per share (removedfrom listing and registration on the New York Stock Exchange effective July 31, 1995). 

**The number of outstanding shares of each ofthe issuer’s classes of capital or**

**common stock as of December 31, 2008 was:**

Ordinary shares:    1,315,525,463 

**Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405**

**of the Securities Act.**

YES  x        NO   ̈. 

**If this report is an annual or transition report, indicate by check mark if the registrant is not**

**required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.**

YES   ̈        NO  x.

Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. 

**Indicate by check mark whetherthe registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.**

Yes  x        No   ̈

**Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.(Check one):**

**Indicate by check mark which basis of accounting the registrant has used toprepare the financial statements included in this filing:**

U.S. GAAP   ̈        International Financial Reporting Standards as issued by the International Accounting Standards Board  x        Other   ̈

**If“Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.**

Item 17   ̈        Item 18   ̈

**If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).**

YES   ̈        NO  x. 

 

 

Table of Contents
**PRESENTATION OF FINANCIAL AND OTHER INFORMATION**

 

The consolidated financial statements contained in this annual report on Form20-F have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and with IFRS as adopted by the European Union, as of December 31, 2008. 

 

 

 

Unless the context requires otherwise, the terms “sanofi-aventis,”the “Company,” the “Group,” “we,” “our” or “us” refer to sanofi-aventis and our consolidated subsidiaries. 

 

All references herein to “United States” or “U.S.” are to the United States of America, references to “dollars” or“$” are to the currency of the United States, references to “France” are to the Republic of France, and references to “euro” and “€” are to the currency of the European Union member states (includingFrance) participating in the European Monetary Union. 

 

Brandnames appearing in this annual report are trademarks of sanofi-aventis and/or its affiliates, with the exception of: 

 
 
—

trademarks used or that may be or have been used under license by sanofi-aventis and /or its affiliates, such asActonel®, Actonelcombi®, Optinate® and Acrel®, trademarks of Procter & Gamble Pharmaceuticals, Copaxone®, a trademark of Teva Pharmaceutical Industries, Exubera®, a trademark of Pfizer Products Inc., Mutagrip®, a trademark of Institut Pasteur, TroVax®, a trademark of Oxford BioMedica, Gardasil® and Rotateq®, trademarks of Merck & Co.,Inc., Herceptin®, a trademark of Genentech, NanoCrystal®, a trademark of Elan Pharmaceuticals, Xyzal®, a trademark of UCB; 

 
 
—

trademarks sold by sanofi-aventis and/or its affiliates to a third party, such as Altace®, a trademark of King Pharmaceuticals in the United States, Arixtra® and Fraxiparine®, trademarksof GlaxoSmithKline, StarLink®, Liberty Link® and Liberty® trademarksof Bayer AG, Sabril®, a trademark of Ovation Pharmaceuticals in the United States; and 

 
 
—

other third party trademarks such as Cipro® in the UnitedStates and Aspirin®, trademarks of Bayer AG, Ivomec® , Eprinex®,Frontline®, Heartgard®, Vaxxitek®, Circovac® and ZactranTM, trademarks of Merial and Hexavac®, Repevax® and Revaxis® trademarks of Sanofi Pasteur MSD. 

 

 

 

The data relative to market shares and ranking information presented in “Item 4. Information on the Company — B. Business Overview —Markets — Marketing and distribution” is based on sales data from IMS Health MIDAS (IMS), retail and hospital, for calendar year 2008, in constant euros (unless otherwise indicated). 

 

While we believe that the IMS sales data we present below are generallyuseful comparative indicators for our industry, they may not precisely match the sales figures published by the companies that sell the products (including our company and other pharmaceutical companies). In particular, the rules used by IMS toattribute the sales of a product covered by an alliance or license agreement do not always exactly match the rules of the agreement. 

 

In order to allow a reconciliation with our basis of consolidation as defined in “Item 5. Operating and Financial Review and Prospects —Presentation of Net Sales,” IMS data shown in the present document have been adjusted and include: 

 
 (i)sales as published by IMS excluding sales generated by the vaccines business, equating to the scope of our pharmaceutical operations; 
 
 (ii)adjustments to data for Germany, to reflect the significant impact of parallel imports; 
 
 (iii)IMS sales of products sold under alliance or license agreements which we recognize in our consolidated net sales but which are not attributed to us in the reports published by IMS;and 
 
 (iv)adjustments related to the exclusion of IMS sales for products which we do not recognize in our consolidated net sales but which are attributed to us by IMS.
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Data relative to market shares and ranking information presented herein for our vaccines business is based on internalestimates unless stated otherwise. 

 

 

 

Product indications described in this annual report are composite summaries of the major indications approved in the product’s principal markets. Notall indications are necessarily available in each of the markets in which the products are approved. The summaries presented herein for the purpose of financial reporting do not substitute for careful consideration of the full labeling approved ineach market. 

 

 

 

**CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS**

 

This annual report contains forward-looking statements. We may also makewritten or oral forward-looking statements in our periodic reports to the Securities and Exchange Commission on Form 6-K, in our annual report to shareholders, in our proxy statements, in our offering circulars and prospectuses, in press releasesand other written materials and in oral statements made by our officers, directors or employees to third parties. Examples of such forward-looking statements include: 

 
 • 
projections of operating revenues, net income, adjusted net income, earnings per share, adjusted earnings per share, capital expenditures, positive or negativesynergies, dividends, capital structure or other financial items or ratios; 

 
 • 
statements of our plans, objectives or goals, including those relating to products, clinical trials, regulatory approvals and competition;

 
 • 
statements about our future economic performance or that of France, the United States or any other countries in which we operate; and 

 
 • 
statements of assumptions underlying such statements. 

 

Words such as “believe,” “anticipate,” “plan,” “expect,” “intend,” “target,”“estimate,” “project,” “predict,” “forecast,” “guideline,” “should” and similar expressions are intended to identify forward-looking statements but are not the exclusive means ofidentifying such statements. 

 

Forward-looking statementsinvolve inherent risks and uncertainties. We caution you that a number of important factors could cause actual results to differ materially from those contained in any forward-looking statements. Such factors, some of which are discussed under“Item 3. Key Information — D. Risk Factors” below, include but are not limited to: 

 
 • 
approval of generic versions of our products in one or more of their major markets; 

 
 • 
our ability to renew our product portfolio; 

 
 • 
the increasingly challenging regulatory environment for the pharmaceutical industry; 

 
 • 
uncertainties over the pricing and reimbursement of pharmaceutical products; 

 
 • 
fluctuations in currency exchange rates; and 

 
 • 
slowdown of global economic growth. 

 

We caution you that the foregoing list of factors is not exclusive and that other risks and uncertainties may cause actual results to differ materiallyfrom those in forward-looking statements. 

 

Forward-lookingstatements speak only as of the date they are made. Other than required by law, we do not undertake any obligation to update them in light of new information or future developments. 

Table of Contents
**TABLE OF CONTENTS**

 

Part I 
   
Item 1.
 
Identity of Directors, Senior Management and Advisers
  
1

Item 2.
 
Offer Statistics and Expected Timetable
  
1

Item 3.
 
Key Information
  
1
 
A. Selected Financial Data
  
1
 
B. Capitalization and Indebtedness
  
3
 
C. Reasons for Offer and Use of Proceeds
  
3
 
D. Risk Factors
  
3

Item 4.
 
Information on the Company
  
13
 
A. History and Development of the Company
  
14
 
B. Business Overview
  
15
 
C. Organizational Structure
  
66
 
D. Property, Plant and Equipment
  
66

Item 4A.
 
Unresolved Staff Comments 
  
68

Item 5.
 
Operating and Financial Review and Prospects
  
68

Item 6.
 
Directors, Senior Management and Employees
  
105
 
A. Directors and Senior Management
  
105
 
B. Compensation
  
116
 
C. Board Practices
  
124
 
D. Employees
  
128
 
E. Share Ownership
  
130

Item 7.
 
Major Shareholders and Related Party Transactions
  
134
 
A. Major Shareholders
  
134
 
B. Related Party Transactions
  
135
 
C. Interests of Experts and Counsel
  
135

Item 8.
 
Financial Information
  
136
 
A. Consolidated Financial Statements and Other Financial Information
  
136
 
B. Significant Changes
  
137

Item 9.
 
The Offer and Listing
  
137
 
A. Offer and Listing Details
  
137
 
B. Plan of Distribution
  
138
 
C. Markets
  
138
 
D. Selling Shareholders
  
140
 
E. Dilution
  
140
 
F. Expenses of the Issue
  
140

Item 10.
 
Additional Information
  
141
 
A. Share Capital
  
141
 
B. Memorandum and Articles of Association
  
141
 
C. Material Contracts
  
155
 
D. Exchange Controls
  
155
 
E. Taxation
  
155
 
F. Dividends and Paying Agents
  
161
 
G. Statement by Experts
  
161
 
H. Documents on Display
  
162
 
I. Subsidiary Information
  
162

Item 11.
 
Quantitative and Qualitative Disclosures about Market Risk
  
162

Item 12.
 
Description of Securities other than Equity Securities
  
166

Part II 
   
Item 13.
 
Defaults, Dividend Arrearages and Delinquencies
  
167

Item 14.
 
Material Modifications to the Rights of Security Holders
  
167

Item 15.
 
Controls and Procedures
  
167

Item 16.
 
[Reserved]
  
167

Item 16A.
 
Audit Committee Financial Expert
  
167

Item 16B.
 
Code of Ethics
  
168

Item 16C.
 
Principal Accountants’ Fees and Services
  
168

Item 16D.
 
Exemptions from the Listing Standards for Audit Committees
  
168

Item 16E.
 
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
  
168

Item 16F.
 
Change in Registrant’s Certifying Accountant 
  
168

Item 16G.
 
Corporate Governance 
  
168

Part III 
   
Item 17.
 
Financial Statements
  
170

Item 18.
 
Financial Statements
  
170

Item 19.
 
Exhibits
  
170

Table of Contents
**PART I**

 

**Item 1. Identity of Directors, Senior Management and Advisers**

 

N/A 

 

**Item 2. Offer Statistics and Expected Timetable**

 

N/A 

 

**Item 3. Key Information**

 

***A. Selected Financial Data***

 

**SUMMARY SELECTED FINANCIAL DATA**

 

The tables below set forth selected consolidated financial data for sanofi-aventis. These financial data are derived fromthe sanofi-aventis consolidated financial statements. The sanofi-aventis consolidated financial statements for the years ended December 31, 2008, 2007 and 2006 are included in Item 18 of this annual report. 

 

The consolidated financial statements of sanofi-aventis for the years endedDecember 31, 2008, 2007 and 2006 have been prepared in compliance with IFRS issued by the International Accounting Standards Board (IASB) and with IFRS adopted by the European Union. The term “IFRS” refers collectively tointernational accounting and financial reporting standards (IAS and IFRS) and to interpretations of the interpretations committees (SIC and IFRIC). The opening balance sheet as of the IFRS transition date (January 1, 2004) and the comparativefinancial statements for the year ended December 31, 2004 have been prepared in accordance with the same principles. 

 

Sanofi-aventis reports its financial results in euros. 

 

1 

Table of Contents
**SELECTED CONDENSED FINANCIAL INFORMATION**

 
   **As of and for the year ended December 31,***(€ million, except per share data)*  **2008**  **2007**  **2006**  **2005**  **2004**
**IFRS Income statement data**
         
Net sales
  27,568  28,052  28,373  27,311  14,871
Gross profit
  21,480  21,636  21,902  20,947  11,294
Operating income
  4,394  5,911  4,828  2,888  2,426
Net income attributable to equity holders of the Company
  3,851  5,263  4,006  2,258  1,986
Earnings per share: basic (€) (a)
  2.94  3.91  2.97  1.69  2.18
Earnings per share: diluted (€) (b)
  2.94  3.89  2.95  1.68  2.17
**IFRS Balance sheet data**
         
Intangible assets and goodwill
  43,423  46,381  52,210  60,463  61,567
Total assets
  71,987  71,914  77,763  86,945  85,557
Outstanding share capital
  2,611  2,657  2,701  2,686  2,668
Equity attributable to equity holders of the Company
  44,866  44,542  45,600  46,128  40,810
Long term debt
  4,173  3,734  4,499  4,750  8,654
Cash dividend paid per share (€) (c)
  2.20(d) 2.07  1.75  1.52  1.20
Cash dividend paid per share ($) (c)(e)
  3.06(d) 3.02  2.31  1.80  1.62
 

(a)

Based on the weighted average number of shares outstanding in each period used to compute basic earnings per share,equal to 1,309.3 million shares in 2008, 1,346.9 million shares in 2007, 1,346.8 million shares in 2006, 1,336.5 million shares in 2005, and 910.3 million shares in 2004. 

(b)

Based on the weighted average number of shares outstanding in each period used to compute diluted earnings per share,equal to 1,310.9 million shares in 2008, 1,353.9 million shares in 2007, 1,358.8 million shares in 2006, 1,346.5 million shares in 2005, and 914.8 million shares in 2004. 

(c)

Each American Depositary Share, or ADS, represents one half of one share. 

(d)

Dividends for 2008 will be proposed for approval at the annual general meeting scheduled for April 17, 2009.

(e)

Based on the relevant year-end exchange rate. 

 

2 

Table of Contents
**EXCHANGE RATE INFORMATION**

 

***Exchange rate information***

 

The following table sets forth, for the periods and dates indicated, certain information concerning the exchange rates for the euro from 2004 throughFebruary 2009 expressed in U.S. dollar per euro. The information concerning the U.S. dollar exchange rate is based on the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the FederalReserve Bank of New York (the “Noon Buying Rate”). We provide the exchange rates below solely for your convenience. We do not represent that euros were, could have been, or could be, converted into U.S. dollars at these rates or at anyother rate. For information regarding the effect of currency fluctuations on our results of operations, see “Item 5. Operating and Financial Review and Prospects.” 

 
   **Period-****end Rate**  **Average**