Internal control and reporting within Sartorius Stedim Biotech is based on the approach of operating as a “total solutions provider” for our customers. Accordingly, one reportable operating segment has been identified by Sartorius Stedim Biotech: Biopharm.

The segment result that is the key profitability measure used internally is “underlying EBITDA,” or earnings before interest, taxes and depreciation and amortization, and adjusted for extraordinary income and expenses. Therefore, taxes and financing expenses and income are not included in the segment's measure of profit or loss. The accounting and measurement principles for the segments correspond to the general Group accounting principles.

The revenues from contracts with customers according to IFRS 15 are disaggregated into the categories below. This categorization follows the approach of operating as a “total solutions provider” for our customers in the Biopharm segment. The revenues are disaggregated into geographical regions, and the basis for the regional allocation of revenues is the customers’ location.

1. Reporting Entity

Sartorius Stedim Biotech is a leading international supplier of products and services that enable the biopharmaceutical industry to develop and manufacture drugs safely and efficiently. As a total solutions provider, Sartorius Stedim Biotech offers a portfolio covering nearly all steps of biopharmaceutical manufacturing. The company focuses on single-use technologies and value-added services to meet the rapidly changing technology requirements of the industry it serves. With its own manufacturing and R&D sites in Europe, North America and Asia and an international network of sales companies, Sartorius Stedim Biotech has a global reach.

Headquartered in Aubagne, France, Sartorius Stedim Biotech S.A. is listed on the Euronext Paris (ISIN code: FR 0013154002).

The interim condensed consolidated financial statements of the Sartorius Stedim Biotech Group for the period from January 1, 2020, to June 30, 2020, were authorized for issue by the Board of Directors on July 15, 2020.

2. Basis of Accounting

The interim consolidated financial statements of the Sartorius Stedim Biotech Group for the period ended June 30, 2020, were prepared in accordance with IAS 34 "Interim financial reporting.” They do not include all the information required for a complete set of IFRS financial statements and must be read in relation to the consolidated annual financial statements of the Sartorius Stedim Biotech Group for the year ended December 31, 2019. However, selected explanatory notes are included to explain events and transactions that are significant for an understanding of the changes in the Group's financial position and performance since the last annual consolidated financial statements for the year ended December 31, 2019.

The accounting principles retained for preparing the consolidated first-half statements are in conformity with the IFRS Standards and Interpretations as adopted by the European Union on June 30, 2019, and are available on the website:

https://ec.europa.eu/info/business-economy-euro/company-reporting-and-auditing/company-reporting_fr

The accounting principles applied are generally identical to those used to prepare the annual consolidated financial statements for the year ended December 31, 2019. Standards that were applied for the first time in the current reporting period are described in Section 4 below.

The Universal Registration Document 2019 provides a list of subsidiaries (see page 107). The following additional entities were included in the scope of consolidation as of June 30, 2020:

• BI Shanghai Co. Ltd., Shanghai, China
• Biological Industries Hong Kong Ltd., Kowloon, Hong Kong
• Biological Industries USA Inc., Cromwell, Connecticut, USA
• Sartorius Stedim Chromatography Systems Ltd., Royston, UK
• Sartorius Stedim Chromatography Resins S.A.S., Cergy, France

The entities BI Shanghai Co. Ltd., Biological Industries Hong Kong Ltd., and Biological Industries USA Inc. joined the Group in the course of the acquisition of a majority stake in Biological Industries Israel Beit Haemek Ltd. in December 2019. Following the finalization of the purchase price allocation in 2020, the entities were included in the scope of consolidation from December 15, 2019. Sartorius Stedim Chromatography Systems Ltd. and Sartorius Stedim Chromatography Resins S.A.S. were founded for the acquisition of selected life science assets from Danaher Corporation and have purchased these assets on April 30, 2020. See Section 5 for details about the acquisition of Biological Industries and that of the assets from Danaher.

For the calculation of income tax expenses, the provisions of IAS 34.30c were adopted; i.e., the best estimate of the weighted average annual income tax rate expected for the full financial year was applied (27.5%). This expected tax rate includes adjustments for previous years based on projected results from ongoing tax audits.

3. Use of Judgments and Estimates

In preparing these interim financial statements, management has made judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.

The significant judgments and estimates made by management in applying the Group's accounting policies have remained generally the same as those applied to the consolidated financial statements for the year ended December 31, 2019. However, management has observed that the general estimation uncertainty has increased considerably as a result of the COVID-19 pandemic crisis. In the first half of 2020, the Group achieved considerable revenue growth and observed strong demand across all product categories in line with the assumption that our industry and our customers are not seriously impacted by the COVID 19 crisis. Furthermore, the Group did not experience major difficulties on the supply side so that business continuity has been ensured. Overall, the Group might even benefit to some extent from the crisis as many of our customers are involved in research and development of vaccines and drugs to fight the virus.

4. Initial Application of New Standards

The Group applied the following new accounting rules that were mandatory for the reporting period:

• Amendments to IFRS 3, Business Combinations, Definition of a Business
• Amendments to IAS 1, Presentation of Financial Statements, and IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors, Definition of Material
• Amendments to IFRS 9, Financial Instruments, IAS 39, Financial Instruments: Recognition and Measurement, and IFRS 7, Financial Instruments: Disclosures, Interest Rate Benchmark Reform
• Amendments to References to the Conceptual Framework in IFRS Standards

The application of the new rules did not have an impact on the consolidated interim financial statements.

5. Business Combinations

Acquisition of Biological Industries in 2019
On December 15, 2019, the Group acquired just above 50% of the shares in the Israeli cell culture media developer and manufacturer Biological Industries. In the course of the transaction, the Group obtained control of this company based on contractual agreements.

Biological Industries focuses on cell culture media, particularly for cell and gene therapy, regenerative medicine and other advanced therapies. Founded in 1981, the company currently employs approximately 130 people, mainly at its headquarters, R&D and manufacturing site close to Haifa, Israel, and at sales locations in the USA, Europe and China.

The determination of the acquisition-date fair values of the assets acquired and liabilities assumed was completed in 2020. Non-controlling interests are measured at their proportionate share of the net assets. The following table presents preliminary and final valuations:

The purchase price for the acquired shares equals approximately €49.3 million and was fully paid in cash with the exception of a liability amounting to €2.2 million. The directly attributable acquisition-related costs totaled €0.3 million and were recognized in other expenses in 2019. The resulting goodwill is not deductible for tax purposes. The intangible assets recognized separately relate mainly to technologies and customer relationships.

Besides being attributable to synergies - e.g., those realized by the acquiree's access to the Group's global sales and distribution network - the resulting goodwill reflects the expansion of the Group's product offering for biopharmaceutical customers and intangible assets that are not recognized separately, such as the acquired workforce.

In the course of the acquisition, the holder of the noncontrolling interest was granted a right to sell its remaining shares in several tranches up to 2027. For the obligation to purchase own equity interests, the Group recognized financial liabilities of €61.0 million against equity at the acquisition date. On the other hand, the Group has the right to purchase an additional 20% of the shares exercisable within a three-year period as of the acquisition.

Acquisition of Selected Life Science Assets of Danaher
On April 30, 2020, the Group completed the acquisition of selected life science businesses of Danaher Corporation as part of a broader transaction between Danaher and the Sartorius Group, Sartorius Stedim Biotech’s major shareholder. The assets and liabilities related to the businesses were acquired via asset deals. In the course of the transaction, Sartorius Stedim Biotech assimilated altogether approximately 100 people at the sites in Portsmouth, U.K.; Cergy, France; Ann Arbor, Michigan, USA; and Hopkinton, Massachusetts, USA, into its workforce.

The business acquired by Sartorius Stedim Biotech generated revenue of approximately $100 million in 2019 and covers various bioprocessing technologies, which are complementary to the Group’s product portfolio. The company’s broader offering as a result of the acquisition will support customers even more comprehensively in the safe and efficient production of such pharmaceuticals. Sartorius Stedim Biotech is thus extending its market position in key areas of the manufacture of biotech medications.

With the chromatography systems and resins business acquired, Sartorius Stedim Biotech is expanding its portfolio in the downstream processing area. This business addresses an essential step in the purification of biopharmaceuticals and encompasses both reusable and single-use equipment, columns and resins. Furthermore selected product groups in the areas of stainless steel hollow-fiber and single-use technology tangential flow filtration systems and single-use flow kits will additionally strengthen the Group’s portfolio in downstream processing.

The purchase price of approximately €217.9 million was fully paid in cash. Expenses of €2.8 million directly attributable to the acquisition were recognized as other expenses in profit or loss.

Due to the size and complexity of the business combination the determination of the acquisition date fair values of the assets acquired and liabilities assumed has not yet been completed. Furthermore, the purchase price is subject to customary adjustments, e.g. for working capital. Therefore, the purchase price allocation is preliminary based on the current knowledge of management:

Goodwill resulting from the acquisition is expected to represent the broadening of the product offering for biopharmaceutical customers, synergies and intangible assets that are not separately recognized such as the know-how of the workforce. Due to the transaction structure, the Group expects that goodwill will mostly be deductible for tax purposes. Based on its present level of knowledge, the Group expects that the intangible assets recognized separately are primarily technology-based and customer-related intangible assets.

Since the acquisition date, the new business has contributed sales revenue of approximately €9.1 million to the Group's sales revenues and a slightly positive amount to Group’s earnings (excluding transaction and integration costs as well as effects from the provisional purchase price allocation). Based on this impact, hypothetical sales revenue of the Group would have been approximately €887.3 million and the net result would have remained nearly unchanged, if the acquisition had taken place as of January 1, 2020.

6. Related Parties

The majority shareholder of Sartorius Stedim Biotech S.A. is Sartorius AG, which holds a controlling stake in the company of 74.3% in equity capital and 85.5% of the voting rights. Shares in free float are 26%.

The Sartorius Group itself is organized in two divisions: Bioprocess Solutions, which is mainly run by the Sartorius Stedim Biotech Group, and Lab Products & Services that is primarily operated by the other companies of Sartorius Group. This structure explains why the Sartorius Group holds two subsidiaries in most of the countries, and these companies partially share space, staff and other resources.

Furthermore, the German Group companies carry out various central functions and accordingly deliver services to the worldwide entities (e.g., IT support). Sartorius Corporate Administration GmbH, a 100% subsidiary of Sartorius AG, has departments that perform numerous functions for the Sartorius Group. These include, for example, Group Finance, HR, IT, Investor Relations, Legal and Central Marketing. The expenses for these services performed are further invoiced within the Sartorius Group and, to a significant extent, to Sartorius Stedim Biotech as well.

The structure described above has resulted in various relations and transactions with related parties. These include sales, purchases and commissions, management fees and shareholder costs, as well as loans, administrative services and shared costs. For further details, please refer to the Universal Registration Document 2019 (pp. 140 and 141).

In the reporting period, Sartorius Stedim Biotech received a loan of approx. €215 million from its parent company Sartorius AG in the context of the acquisition of selected Danaher assets. The interest charged is based on a variable interest rate plus an arms'-length credit margin.

7. Financial Instruments

The following table shows the carrying amounts and fair values of financial assets and liabilities by category of financial instrument according to IFRS 9 as of June 30, 2020, and as of December 31, 2019.

* The amounts include the non-designated part of the contracts.

The fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair values of the financial instruments were determined on the basis of the market information available on the reporting date and are to be allocated to one of the three levels of the fair value hierarchy in accordance with IFRS 13.

Level 1 financial instruments are measured on the basis of prices quoted on active markets for identical assets and liabilities. In Level 2, financial instruments are measured on the basis of input factors which are derivable from observable market data or on the basis of market prices for similar instruments. Level 3 financial instruments are measured on the basis of input factors that cannot be derived from observable market data.

The financial instruments to be recognized at fair value on the reporting date are mainly derivatives in the form of forward contracts. They were measured on the basis of their quoted exchange rates and market yield curves (Level 2).

The fair values to be disclosed for financial liabilities recognized at amortized cost, especially liabilities to banks, were measured on the basis of the market interest rate, taking the current indicative credit spreads into account (Level 2).

The fair values of the remaining financial assets and liabilities to be disclosed approximate the carrying amounts on account of their predominantly short-term maturity.

The maximum credit loss risk is reflected by the carrying amounts of the financial assets recognized in the statement of financial position.

The Group recognizes transfers between the levels of the fair value hierarchies at the end of the reporting period during which a change occurs. In the current reporting period, there were no transfers between the levels.

8. Other Disclosures

Impairment Test
As of June 30, 2020, no asset impairments were identified. Generally, impairment tests need to be performed for goodwill and other assets with indefinite useful lives. As described in Section 3 above, the COVID 19 crisis did not lead to impairments.

Earnings Reporting
Sartorius Stedim Biotech uses the indicator "underlying EBITDA" as the key figure for measuring earnings. The key indicator "EBITDA" refers to earnings before interest, taxes, depreciation and amortization. The key indicator "underlying EBITDA" corresponds to the key indicator EBITDA adjusted for extraordinary income and expenses recorded during the relevant period.

Material Events after the Reporting Date
No material events occurred after the reporting date.

Dividend
In the reporting period, shareholders of Sartorius Stedim Biotech S.A. passed the resolution to pay a dividend of €0.34 per share for fiscal 2020. The total dividend distribution of €31.3 million was paid in July 2020.

Audit

• Level of audit procedures:
• December 31, 2019: audit
• June 30, 2020: limited review
• Quarterly information: not audited; not reviewed

Statutory Auditors' Review Report on the
2020 Half-yearly Financial Information

This is a free translation into English of the statutory auditors’ review report on the half-yearly financial information issued in French and is provided solely for the convenience of English-speaking users. This report includes information relating to the specific verification of information given in the Group’s half-yearly management report. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.

Sartorius Stedim Biotech S.A.

Registered office:
Z.I. Les Paluds – Avenue de Jouques
C.S. 91051
13781 Aubagne cedex

Period from January 1, 2020 to June 30, 2020

To the Shareholders of Sartorius Stedim Biotech S.A.,

In compliance with the assignment entrusted to us by your Shareholders’ meeting and in accordance with the requirements of article L. 451 - 1 - 2 III of the French Monetary and Financial Code ("Code monétaire et financier"), we hereby report to you on:

• the review of the accompanying condensed half-yearly consolidated financial statements of Sartorius Stedim Biotech S.A., for the period from January 1, 2020 to June 30, 2020,
• the verification of the information presented in the half-yearly management report.

These condensed half-yearly consolidated financial statements were approved by the Board of Directors on July 15, 2020 based on the information available at that date in the evolving context of the Covid-19 pandemic and of difficulties in assessing its impact and future prospects. Our role is to express a conclusion on these financial statements based on our review.

I. Conclusion on the Financial Statements

We conducted our review in accordance with professional standards applicable in France. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed half-yearly consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 - standard of the IFRSs as adopted by the European Union applicable to interim financial information.

II. Specific Verification

We have also verified the information presented in the half-yearly management report prepared on July 15, 2020 and commenting upon the condensed half-yearly consolidated financial statements on which we performed our review. We have no matters to report as to its fair presentation and consistency with the condensed half-yearly consolidated financial statements.

Marseille, July 17, 2020

KPMG Audit
A division of KPMG S.A.
John Evans
Partner

Deloitte & Associés
Philippe Battisti
Partner

Declaration of Responsibility for the First-Half Financial Report

I certify, to the best of my knowledge, that the condensed financial statements for the first half ended June 30, 2020, have been prepared in accordance with the applicable accounting standards and give a fair view of the assets, the financial position and the results of the company and of the group of companies included in the consolidation, and that the first-half financial report on pages 2 to 23 presents a fair review of the important events that occurred during the first six months of the financial year, including their effects on the accounts, and of the major transactions between the related parties, as well as of the description of the main risks and uncertainties for the remaining six months of the financial year.

Joachim Kreuzburg
CEO of the Sartorius Stedim
Biotech Group