United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 11-K
(Mark One)
| x | Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934. |
For the fiscal year ended December 31, 2022
OR
| ¨ | Transition Report Pursuant to Section 15(d) of
the Securities Exchange Act of 1934. (No fee required) |
For the transition period from _________________ to _________________
Commission File Number 1-18378
| A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
Sanofi Puerto Rico Group Savings Plan
55 Corporate Drive
Bridgewater, NJ 08807-5925
| B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
SANOFI
54, rue La Boétie
75008 Paris, France
Sanofi Puerto Rico Group
Savings Plan
Financial Statements and Supplemental Schedules
December 31, 2022 and 2021
With Report of Independent Registered Public Accounting
Firm
Sanofi Puerto Rico Group Savings
Plan
Table of Contents
| | | 23.1 Consent
of Independent Registered Public Accounting Firm |
| | | |
| * | Other schedules required by Section 2520.103-10
of the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of
1974, as amended, are omitted because they are not applicable. |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Participants and the Administrator
Sanofi Puerto Rico Group Savings Plan
Bridgewater, New Jersey
Opinion on the Financial Statements
We have audited the accompanying
statements of net assets available for benefits of the Sanofi Puerto Rico Group Savings Plan (the “Plan”) as of December 31, 2022
and 2021, and the related statements of changes in net assets available for benefits for the years then ended, and the related notes (collectively
referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets
available for benefits of the Plan as of December 31, 2022 and 2021, and the changes in net assets available for benefits for
the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are
the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements
based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)
and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance
with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an
understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the
Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing
procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for
our opinion.
Supplemental Information
The supplemental
information in the accompanying schedule of assets (held at end of year) as of December 31, 2022 and schedule of delinquent
participant contributions for the year ended December 31, 2022 has been subjected to audit procedures
performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of
the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial
statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy
of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether
the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information
is fairly stated, in all material respects, in relation to the financial statements as a whole.
| |
/s/Fischer Cunnane & Associates Ltd |
Fischer Cunnane & Associates Ltd
Certified Public Accountants
We have served as the Plan’s auditor since 2013.
West Chester, Pennsylvania
June 28, 2023
| Sanofi Puerto Rico Group Savings Plan |
| |
| Statements of Net Assets Available for Benefits |
| As of December 31, 2022 and 2021 |
| | |
2022 | | |
2021 | |
| ASSETS | |
| | | |
| | |
| Investments | |
| | | |
| | |
| Plan interest in the Sanofi U.S. Group Savings Master Trust (Note 3) | |
$ | 28,337,748 | | |
$ | 32,645,288 | |
| Cash – interest bearing | |
| 21,534 | | |
| 1,438 | |
| | |
| | | |
| | |
| Total investments | |
| 28,359,282 | | |
| 32,646,726 | |
| | |
| | | |
| | |
| Receivables | |
| | | |
| | |
| Contributions receivable from participating employees | |
| 17,020 | | |
| 21,934 | |
| Contributions receivable from employer | |
| 61,838 | | |
| 49,145 | |
| Other receivable | |
| 17,650 | | |
| 7,000 | |
| Notes receivable from participants | |
| 92,202 | | |
| 109,720 | |
| | |
| | | |
| | |
| Total receivables | |
| 188,710 | | |
| 187,799 | |
| | |
| | | |
| | |
| Total Assets | |
| 28,547,992 | | |
| 32,834,525 | |
| | |
| | | |
| | |
| LIABILITIES | |
| | | |
| | |
| Accrued administrative expenses | |
| 8,256 | | |
| 9,336 | |
| | |
| | | |
| | |
| Net assets available for benefits | |
$ | 28,539,736 | | |
$ | 32,825,189 | |
The accompanying notes are an integral part of
these financial statements.
| Sanofi Puerto Rico Group Savings Plan |
| |
| Statements of Changes in Net Assets Available for Benefits |
| For the Years Ended December 31, 2022 and 2021 |
| | |
2022 | | |
2021 | |
| ADDITIONS TO NET ASSETS ATTRIBUTED TO | |
| | | |
| | |
| Contributions | |
| | | |
| | |
| Employee | |
$ | 320,423 | | |
$ | 310,199 | |
| Employer | |
| 324,486 | | |
| 299,583 | |
| Investment income | |
| | | |
| | |
| Net investment income (loss) from
Sanofi U.S. Group Savings Master Trust | |
| (4,285,904 | ) | |
| 3,766,167 | |
| Other income | |
| 20,096 | | |
| 3 | |
| Interest on notes receivable from participants | |
| 5,685 | | |
| 7,326 | |
| | |
| | | |
| | |
| Total additions (reductions) | |
| (3,615,214 | ) | |
| 4,383,278 | |
| | |
| | | |
| | |
| DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO | |
| | | |
| | |
| Distributions | |
| 633,386 | | |
| 173,183 | |
| Fees and administrative expenses | |
| 36,853 | | |
| 33,581 | |
| | |
| | | |
| | |
| Total deductions | |
| 670,239 | | |
| 206,764 | |
| | |
| | | |
| | |
| Increase (Decrease) in net assets available for benefits | |
| (4,285,453 | ) | |
| 4,176,514 | |
| | |
| | | |
| | |
| NET ASSETS AVAILABLE FOR BENEFITS | |
| | | |
| | |
| Beginning of year | |
| 32,825,189 | | |
| 28,648,675 | |
| | |
| | | |
| | |
| End of year | |
$ | 28,539,736 | | |
$ | 32,825,189 | |
The accompanying notes are an integral part of
these financial statements.
| Sanofi Puerto Rico Group Savings Plan |
| |
| Notes to the Financial Statements |
| December 31, 2022 and 2021 |
| 1. | Description of the Plan |
The following description of the Sanofi
Puerto Rico Group Savings Plan (the “Plan”), provides only general information. Participants should refer to the Plan document
for a more complete description of the Plan’s provisions.
Plan Description − The
Plan is a defined contribution plan that covers substantially all the employees of Sanofi Puerto Rico Inc. as they meet the prescribed
eligibility requirements. All employees are eligible to participate in the Plan beginning on the first day of employment. Effective October 1, 2012,
Sanofi Puerto Rico Inc. (the “Company”) assumed the sponsorship and all related obligations and responsibilities of the Plan,
transferred from predecessor plan sponsor Sanofi U.S. LLC. The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (“ERISA”).
Master Trust − Effective
April 1, 2012, Sanofi U.S. LLC, Sanofi Pasteur Inc., Sanofi-Aventis Puerto Rico Inc. and T. Rowe Price Trust Company entered into
an amended and restated Master Trust Agreement, and the Sanofi-Aventis U.S. Savings Master Trust was renamed the Sanofi U.S. Group Savings
Master Trust (the “Master Trust”) to serve as the funding vehicle for the Plan. Accordingly, the assets of the Plan are maintained,
for investment and administrative purposes only, on a commingled basis with the assets of the other plan within the employer’s parent
company. The investments included within the Master Trust consist of equities, fixed income, mutual funds, common collective trusts, synthetic
guaranteed investment contracts and separate account contracts. The portion of assets, net earnings, gains and/or losses, and administrative
expenses allocable to each plan is based upon the relationship of the plan’s interest in the Master Trust to the total interest
of all plans in the Master Trust (Note 3).
Trustee and Recordkeeper −
Banco Popular is the Plan’s titular trustee (the “Trustee”). T. Rowe Price Trust Company is party to the Master
Trust agreement discussed above which governs and maintains the Plan’s commingled assets. T. Rowe Price Retirement Plan Services
Inc. is the Plan’s recordkeeper (Note 5).
Plan Administration −
The Sanofi-Aventis U.S. Administrative Committee (the “Committee” or “Plan Administrator”), as appointed by the
Sanofi-Aventis U.S. Pension Committee, is responsible for the general administration of the Plan. The Board of Directors has appointed
the Trustee with the responsibility for the administration of the Master Trust Agreement and the management of the assets.
Plan Amendment – Effective
October 6, 2022, the Plan was amended to allow certain distributions from the Plan, during the eligible period commencing on October 6,
2022 through December 31, 2022, subject to a special tax relief to cover eligible expenses due to the passage of Hurricane Fiona
through Puerto Rico pursuant to the relief provided by Puerto Rico Treasury Department Administrative Determinations No 22-08 and Internal
Revenue Circular Letter No 22-13. This amendment allows for certain distributions from the Plan during the eligible period up to the maximum
permitted aggregate amount of $100,000 to cover damages or losses incurred by the Participant or their immediate family, as defined, as
a result of Hurricane Fiona. Participants should refer to the Plan documents for further details.
| Sanofi Puerto Rico Group Savings Plan |
| |
| Notes to the Financial Statements |
| December 31, 2022 and 2021 |
Employee Contributions –
The Plan offers an auto-enrollment feature whereby a participant is automatically enrolled in the Plan to make pre-tax contributions at
6% of eligible compensation unless the participant affirmatively opts out within a 30-day period from their date of hire. In addition,
the Plan adopted an automatic election escalator feature whereby participants who were automatically enrolled will have their deferral
rate increased each year by 1% until their deferral rate reaches 10%, unless the participant elects out of this treatment as prescribed
by the Plan document. Participants are allowed to contribute up to 75% of their eligible compensation as pre-tax contributions, and up
to 10% in after-tax contributions. Contributions are subject to certain Puerto Rico Internal Revenue Code of 2011 Section 1081.01(d) limitations
of $15,000 for 2022 and 2021. Employees 50 years old or older may make an additional catch-up contribution of up to $1,500 during both
2022 and 2021.
Plan participants may make a direct
or indirect rollover contribution to the Plan from a former employer’s tax qualified plan. Participants can also rollover IRA distributions
(excluding minimum required distributions and nondeductible contributions).
The Plan was amended effective October 1,
2018, to prohibit any further investment into the Company Stock Fund including future contributions, reallocations or transfers of existing
account balances, dividends on Company Stock held in the Company Stock Fund, and loan repayments.
Employer Matching Contributions
− The Company matching contribution is 150% of the pre-tax contributions for all participants, up to 6% of eligible compensation.
Participant Accounts −
Each participant’s account is credited with the participants’ contributions, Company matching contributions, and Plan earnings.
Participant accounts are charged with an allocation of administrative expenses and Plan losses. Allocations are based on participant earnings,
account balances, or specific participant transactions, as defined. The benefit to which a participant is entitled is the benefit that
can be provided from the participant’s vested account.
Upon Plan enrollment, a participant
may direct employee contributions into any of the Plan’s fund choices. Participants may change their investment choices at any time.
The Company’s contributions are allocated in the same manner as that of the participants’ elective contributions.
Vesting – Effective April 1,
2012, all eligible employees hired on or before March 31, 2012 became 100% vested in their Company matching contribution account.
Employees hired on or after April 1, 2012 will be 100% vested in their Company matching contribution account after two years
of service. Participants are always 100% vested in their pre-tax, catch up, and after-tax contribution accounts (contributions and related
earnings). Prior to April 1, 2012, employees who were participants on or before December 31, 2005 were 100% vested in their
Company matching contribution account (contribution and related earnings), and employees hired on or after January 1, 2006 were
100% vested in their Company matching contribution account after three years of service.
Notes Receivable from Participants
− Plan participants may borrow from $1,000 up to a maximum equal to the lesser of 50% of the value of their vested account balance
or $50,000 less the highest outstanding loan balance in the preceding 12 months, subject to certain limitations described in the Plan
document. Loans bear interest at a rate commensurate with the prevailing market rate, as determined by the Company. Currently, interest
rates associated with participant loans range from 4.25% to 6.50%. Principal and interest are paid notably through payroll deductions
generally over a term of up to five years. A participant may not have more than two loans outstanding at any point in time. Extended terms
of up to 15 years are available should the loan relate to the purchase of a primary residence.
| Sanofi Puerto Rico Group Savings Plan |
| |
| Notes to the Financial Statements |
| December 31, 2022 and 2021 |
Payment of Benefits −
Plan participants who leave the Company as a result of death, disability, retirement, or termination may choose one or a combination of
the following distribution methods: receive the entire amount of their account balance in one lump-sum payment or receive the distribution
in the form of recurring annual installments over a period of between three and fifteen years. If a participant dies, the participant’s
designated beneficiary will receive the payments.
In-service withdrawals are available
in certain limited circumstances, as defined by the Plan.
Forfeitures − Forfeited
non-vested accounts may be used to pay the administrative expenses and/or to reduce the amount of employer contributions, which are to
be paid to the Plan. At December 31, 2022 and 2021, non-vested forfeited account balances totaled approximately $2 and $6,312,
respectively. During the years ended December 31, 2022 and 2021, $8,990 and $-0- of forfeitures,
respectively, were used to offset employer matching contributions to the Plan. During 2023, forfeitures of $3 were used to off-set the
2022 employer true up matching contribution to the Plan and during 2022, forfeitures of $11,673 were used to off-set the 2021 employer
true up matching contribution to the Plan.
Administrative Budget −
T. Rowe Price (“TRP”) provides the Plan with funding for an administrative budget of $5.00 per participant quarterly ($20.00
annually), based on the total number of participants with a balance in the Plan as of the last business day of each calendar quarter.
The administrative budget shall be calculated on a quarterly basis after the end of each quarter and established as an account in the
trust in accordance with directions provided by the Company. The administrative budget may be used to pay certain administrative expenses
of the Plan, as directed by the Plan's named fiduciary, as defined in Section 402(a)(2) of ERISA. Any amounts credited to the
administrative budget and not used in the year so credited shall be allocated as determined by the named fiduciary. For the Plan years
2022 and 2021, TRP contributed $49,300 and $28,070, respectively, to the Plan’s administrative budget account. For 2022 and 2021,
the Plan used $39,639 and $25,717, respectively, of the administrative budget to off-set Plan expenses. In addition, during both 2022
and 2021, $-0- were allocated to participant accounts. As of December 31, 2022 and 2021, the balance of the administrative budget
accounts was $11,887 and $2,170, respectively. Included within the year end balances for the Plan Years 2022 and 2021 are revenue sharing
contribution receivables of $17,650 and $7,000, respectively, and amounts payable from the administrative budget account of $8,052 and
$9,149, respectively.
| 2. | Summary of Significant Accounting Policies |
Basis of Accounting −
The financial statements of the Plan have been prepared in accordance with accounting principles generally accepted in the United States
of America (U.S. GAAP).
Use of Estimates − The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure
of contingent assets and liabilities. Actual results could differ from those estimates.
Investment Valuation −
For investment and administrative purposes, the Plan’s assets are held within the custody of the Master Trust. The Plan’s
investment in the Master Trust represents the Plan’s interest in the net assets of the Master Trust. The Plan’s interest in
the Master Trust is stated at fair value, except for fully benefit-responsive investment contracts (“FBRICs”) which are reported
at contract value, and is based on the beginning of year value of the Plan’s interest in the trust plus actual contributions and
allocated investment income or loss less actual distributions and allocated administrative expenses.
| Sanofi Puerto Rico Group Savings Plan |
| |
| Notes to the Financial Statements |
| December 31, 2022 and 2021 |
The Stable Value Fund (see Note 3)
is a FBRIC and is therefore measured at contract value. Contract value is the relevant measurement attribute for that portion of the net
assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract
value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan.
Notes Receivable from Participants
− Notes receivable from participants represent loans recorded at their unpaid principal balance plus accrued interest. Interest
income generated on the notes receivable is recorded when earned. Related fees are recorded as administrative expenses and are expensed
when they are incurred. No allowance for credit losses has been recorded as of December 31, 2022 or 2021. If a participant ceases
to make loan repayments and the Plan Administrator deems the participant loan to be in default based on Plan provisions, the participant
loan balance is reduced and a benefit payment is recorded.
Benefit Payments − Benefits
are recorded when paid.
Fees and Administrative Expenses
− All external third-party expenses and internal expenses relating to the administration of the Master Trust and managing the funds
established thereunder are borne by the participating plans, unless they are paid by the Company. Brokerage commissions, transfer taxes
and other charges incurred in connection with the purchase and sale of securities are paid out of the funds to which such charges are
attributable.
Risks and Uncertainties −
The Plan provides for various investment options representing varied combinations of stocks, bonds, fixed income securities, mutual funds
and other investment securities. Investment securities are exposed to various risks, such as interest rate, market volatility and credit
risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the
values of investment securities will occur in the near term and that such changes could materially affect participants’ account
balances and the amounts reported in the Statement of Net Assets available for Benefits.
| 3. | Investment in Master Trust |
The Master Trust comprises the investment
assets of the Plan and the Sanofi U.S. Group Savings Plan. Certain investment assets of the Master Trust, related earnings (losses), and
expenses are allocated to all the plans that participate in the Master Trust based upon the total of each individual participant’s
share of the Master Trust.
At December 31, 2022 and 2021,
the Plan’s interest in the Master Trust was approximately 1% of the total trust.
| Sanofi Puerto Rico Group Savings Plan |
| |
| Notes to the Financial Statements |
| December 31, 2022 and 2021 |
The following tables present the investments
and other assets and changes in net assets of the Sanofi U.S. Group Savings Master Trust, and the Plan, as of and for the years ended
December 31, 2022 and 2021:
| | |
Sanofi U.S. Group Savings Master
Trust | | |
Sanofi Puerto Rico Group Savings
Plan’s Interest in Sanofi U.S.
Group Savings Master Trust | |
| | |
2022 | | |
2021 | | |
2022 | | |
2021 | |
| Investments at fair value | |
| | | |
| | | |
| | | |
| | |
| Self-directed brokerage
accounts | |
$ | 117,595,754 | | |
$ | 152,096,089 | | |
$ | – | | |
$ | – | |
| Common collective trust funds | |
| 5,722,100,980 | | |
| 6,835,366,341 | | |
| 22,025,146 | | |
| 25,878,224 | |
| Separately managed accounts: | |
| | | |
| | | |
| | | |
| | |
| Domestic equities | |
| 231,431,080 | | |
| 259,930,444 | | |
| 1,722,060 | | |
| 1,932,159 | |
| Fixed income securities | |
| 52,984,417 | | |
| 65,417,157 | | |
| 218,500 | | |
| 232,699 | |
| Company stock | |
| 55,872,690 | | |
| 62,813,586 | | |
| 721,899 | | |
| 752,375 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total investments at fair value | |
| 6,179,984,921 | | |
| 7,375,623,617 | | |
| 24,687,605 | | |
| 28,795,457 | |
| | |
| | | |
| | | |
| | | |
| | |
| Investments at contract value | |
| | | |
| | | |
| | | |
| | |
| Stable value fund | |
| 615,934,212 | | |
| 584,618,037 | | |
| 3,650,143 | | |
| 3,849,831 | |
| | |
| | | |
| | | |
| | | |
| | |
| Net Assets of the Master Trust | |
$ | 6,795,919,133 | | |
$ | 7,960,241,654 | | |
$ | 28,337,748 | | |
$ | 32,645,288 | |
| | |
Sanofi U.S. Group Savings
Master Trust | | |
Sanofi Puerto Rico Group Savings
Plan’s Interest in Sanofi U.S.
Group Savings Master Trust | |
| | |
2022 | | |
2021 | | |
2022 | | |
2021 | |
| Net Appreciation (Depreciation) in the value of investments | |
$ | (1,165,657,376 | ) | |
$ | 973,705,257 | | |
$ | (4,386,809 | ) | |
$ | 3,662,379 | |
| Dividends | |
| 2,014,556 | | |
| 2,164,895 | | |
| 24,407 | | |
| 24,019 | |
| Interest | |
| 12,804,909 | | |
| 12,854,134 | | |
| 76,498 | | |
| 79,769 | |
| Net investment income (loss) | |
| (1,150,837,911 | ) | |
| 988,724,286 | | |
| (4,285,904 | ) | |
| 3,766,167 | |
| | |
| | | |
| | | |
| | | |
| | |
| Net transfers | |
| (13,484,610 | ) | |
| (252,685,840 | ) | |
| (21,636 | ) | |
| 418,692 | |
| | |
| | | |
| | | |
| | | |
| | |
| Increase (decrease) in Net Assets | |
| (1,164,322,521 | ) | |
| 736,038,446 | | |
| (4,307,540 | ) | |
| 4,184,859 | |
| | |
| | | |
| | | |
| | | |
| | |
| Net Assets: | |
| | | |
| | | |
| | | |
| | |
| Beginning of Year | |
| 7,960,241,654 | | |
| 7,224,203,208 | | |
| 32,645,288 | | |
| 28,460,429 | |
| End of Year | |
$ | 6,795,919,133 | | |
$ | 7,960,241,654 | | |
$ | 28,337,748 | | |
$ | 32,645,288 | |
| Sanofi Puerto Rico Group Savings Plan |
| |
| Notes to the Financial Statements |
| December 31, 2022 and 2021 |
Investment Valuation and Income
Recognition – The investments of the Master Trust are reported at fair value, except for the Stable Value Fund, which is a FBRIC
and is required to be reported at contract value. Purchases and sales of investments within the Master Trust are recorded on the trade-date
basis (the day the order to buy or sell is executed). Interest income is recorded on the accrual basis, and dividend income is recorded
on the ex-dividend date.
Fair Value Measurements –
The accounting guidance defines fair value 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 (i.e., an exit price). The fair value hierarchy prioritizes the
inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active
markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels
of the fair value hierarchy are described below:
Level 1: Inputs to
the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability
to access.
Level 2: Inputs
to the valuation methodology include:
| · | Quoted prices for similar assets or liabilities in active markets; |
| · | Quoted prices for identical or similar assets or liabilities
in inactive markets; |
| · | Inputs other than quoted prices that are observable for the
asset or liability; |
| · | Inputs that are derived principally from or corroborated by
observable market data by correlation or other means. |
If the asset or liability has a specified
(contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3: Inputs to
the valuation methodology are unobservable and significant to the fair value measurement. Level 3 inputs include management’s
own assumption about the assumptions that market participants would use in pricing the asset or liability (including assumptions about
risk).
The asset’s or liability’s
fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair
value measurement. The valuation technique used needs to maximize the use of observable inputs and minimize the use of unobservable inputs.
Following is a description of the valuation
methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2022
and 2021. Except for an interest bearing cash account maintained by the trustee all of the Plan’s assets are invested in the Master
Trust.
Self-Directed Brokerage Accounts
– These accounts consist of over-the-counter publicly traded mutual funds that are valued using quoted market prices of the underlying
investments as reported in the active market in which the mutual funds are traded. They are classified within Level 1 of the valuation
hierarchy.
| Sanofi Puerto Rico Group Savings Plan |
| |
| Notes to the Financial Statements |
| December 31, 2022 and 2021 |
Common Collective Trust Funds
– These funds are investment vehicles consisting of target date funds, index funds, international equity and fixed income funds,
and a U.S. Treasury money market trust. Units held in common collective trust funds are valued at the net asset value (“NAV”)
as a practical expedient as determined by the issuer based on the current fair values of the underlying assets of the fund. Investments
that use NAV as a practical expedient to measure fair value have not been classified in the fair value hierarchy in accordance with Accounting
Standards Codification (“ASC”) Subtopic 820-10.
Separately Managed Accounts –
These investments are individually managed investment accounts that are managed by various investment advisors. The underlying investments
of the accounts include domestic equities including Company stock, corporate and governmental fixed income securities, and short-term
investments. The units held of separately managed accounts are valued at the NAV, as a practical expedient, as determined by the issuers
based on the current fair values of the underlying assets of the separately managed accounts, including any receivables or payables applicable
to the fund. Investments that use NAV as a practical expedient to measure fair value have not been classified in the fair value hierarchy
in accordance with ASC Subtopic 820-10.
Company stock held within a separately
managed account is valued at the closing price reported on the active market on which the individual securities are traded. This investment
is classified within Level 1 of the valuation hierarchy.
The methods described above may produce
a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the
Plan believes its valuation methods are appropriate and consistent with ASC 820 guidance, the use of different methodologies or assumptions
to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
The availability of observable market
data is monitored to assess the appropriate classification of financial instruments within the fair value hierarchy. Changes in economic
conditions or model-based valuation techniques may require the transfer of financial instruments from one fair value level to another.
In such instances, the transfer is reported at the end of the reporting period.
The following tables set forth by level,
within the fair value hierarchy, the Master Trust assets at fair value as of December 31, 2022 and 2021:
| | |
2022 | |
| | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
| Participant-directed brokerage accounts | |
$ | 117,595,754 | | |
$ | – | | |
$ | – | | |
$ | 117,595,754 | |
| Company stock | |
| 55,872,690 | | |
| – | | |
| – | | |
| 55,872,690 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total investments in the fair value hierarchy | |
$ | 173,468,444 | | |
$ | – | | |
$ | – | | |
| | |
| | |
| | | |
| | | |
| | | |
| | |
Investments measured at net asset value (a) | |
| | | |
| | | |
| | | |
| 6,006,516,477 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total investments measured at fair value | |
| | | |
| | | |
| | | |
$ | 6,179,984,921 | |
| Sanofi Puerto Rico Group Savings Plan |
| |
| Notes to the Financial Statements |
| December 31, 2022 and 2021 |
| | |
2021 | |
| | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
| Participant-directed brokerage accounts | |
$ | 152,096,089 | | |
$ | – | | |
$ | – | | |
$ | 152,096,089 | |
| Company Stock | |
| 62,813,586 | | |
| – | | |
| – | | |
| 62,813,586 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total investments in the fair value hierarchy | |
$ | 214,909,675 | | |
$ | – | | |
$ | – | | |
| | |
| | |
| | | |
| | | |
| | | |
| | |
Investments
measured at net asset value (a) | |
| | | |
| | | |
| | | |
| 7,160,713,942 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total investments measured at fair value | |
| | | |
| | | |
| | | |
$ | 7,375,623,617 | |
| (a) | In accordance with ASC Subtopic 820-10, certain
investments that were measured at net asset value per share (or its equivalent) have not been classified in the fair value hierarchy.
The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented
in the net assets available for benefits of the Master Trust. |
Investments Measured at NAV
– The following tables summarize investments for which fair value is measured using the net asset value per share practical expedient
as of December 31, 2022 and 2021. There are no participating redemption restrictions for these investments; the redemption notice
period is applicable only to the Master Trust.
| December 31, 2022 | |
Net Asset Value | | |
Unfunded Commitments | | |
Redemption Frequency | |
Redemption Notice Period | |
US Treasury Money Market Trust(b) | |
$ | 4,538,628 | | |
– | | |
Daily | |
| None | |
| Sanofi U.S. Active Bond Fund (a) | |
| 102,674,597 | | |
– | | |
Daily | |
| None | |
| Sanofi U.S. Bond Fund Index (b) | |
| 84,757,434 | | |
– | | |
Daily | |
| None | |
| Sanofi International Stock Index(b) | |
| 84,819,576 | | |
– | | |
Daily | |
| None | |
| Sanofi U.S. Active Stock Fund (a) | |
| 231,431,081 | | |
– | | |
Daily | |
| None | |
| Sanofi U.S. Stock Index (b) | |
| 589,417,640 | | |
– | | |
Daily | |
| None | |
| Sanofi-Aventis
International Core Fund (a) | |
| 117,736,468 | | |
– | | |
Daily | |
| None | |
| TRP Retirement Date Trusts (c) | |
| 4,791,141,053 | | |
– | | |
Daily | |
| 90 days | |
| | |
| | | |
| | |
| |
| | |
| Total Investments Measured at NAV | |
$ | 6,006,516,477 | | |
| | |
| |
| | |
| Sanofi Puerto Rico Group Savings Plan |
| |
| Notes to the Financial Statements |
| December 31, 2022 and 2021 |
| December 31, 2021 | |
Net Asset Value | | |
Unfunded Commitments | | |
Redemption Frequency | |
Redemption Notice Period | |
US Treasury Money Market Trust(b) | |
$ | 4,951,505 | | |
– | | |
Daily | |
| None | |
| Sanofi U.S. Active Bond Fund(a) | |
| 130,769,791 | | |
– | | |
Daily | |
| None | |
| Sanofi U.S. Bond Fund Index(b) | |
| 108,217,549 | | |
– | | |
Daily | |
| None | |
| Sanofi International Stock Index(b) | |
| 97,372,188 | | |
– | | |
Daily | |
| None | |
| Sanofi U.S. Active Stock Fund(a) | |
| 259,930,444 | | |
– | | |
Daily | |
| None | |
| Sanofi U.S. Stock Index (b) | |
| 695,872,975 | | |
– | | |
Daily | |
| None | |
| Sanofi-Aventis
International Core Fund (b) | |
| 143,250,712 | | |
– | | |
Daily | |
| None | |
| TRP Retirement Date Trusts (c) | |
| 5,720,348,778 | | |
– | | |
Daily | |
| 90 days | |
| | |
| | | |
| | |
| |
| | |
| Total Investments Measured at NAV | |
$ | 7,160,713,942 | | |
| | |
| |
| | |
| (a) | This category includes separately managed accounts that are managed by investment advisors as described
above and depending on the fund include domestic equities and fixed income securities as underlying securities owned by the Master Trust. |
| (b) | This category includes investments in common collective trust funds as described above. |
| (c) | This category includes investments in a blend of diversified common collective trust funds designed to
remain appropriate for investors in terms of risk throughout a variety of life circumstances gauged upon an expected retirement date.
The funds share the common goal of growing principal in earlier years and then later preserving the principal balance closer to an expected
retirement date. |
Fully Benefit-Responsive investment
Contracts (“FBRIC”) – The Master Trust entered into fully benefit-responsive investment contracts in the Stable
Value Fund that invest primarily in investment contracts issued by high-quality insurance companies and banks as rated by T. Rowe Price
Associates, Inc. These contracts meet the fully benefit-responsive contract criteria and therefore are reported at contract value.
Contract value is the relevant measure for FBRICs because this is the amount received by participants if they were to initiate permitted
transactions under the terms of the Plan. These are interest bearing contracts in which the principal and interest are guaranteed by the
issuing companies. Contract value represents contributions made to the investment contracts plus earnings, less participant withdrawals
and administrative expenses.
The Stable Value Fund invests in synthetic
guaranteed investment contracts (“SICs”) and separate account contracts. For investments in SICs, the Master Trust owns the
underlying investments, whereas for investments in the separate account contracts, the Master Trust receives title to the annuity contract,
but not the direct title to the assets in the separate account. SICs and separate account contracts are generally backed by fixed income
assets. The underlying investments wrapped within the SICs and separate account contracts are managed by third party fixed income managers
and include securities diversified across the broad fixed income market, such as, but not limited to, corporate bonds, mortgage related
securities, government bonds, asset-backed securities, cash, and cash equivalents.
| Sanofi Puerto Rico Group Savings Plan |
| |
| Notes to the Financial Statements |
| December 31, 2022 and 2021 |
SICs, backed by underlying assets,
are designed to provide principal protection and accrued interest over a specified period of time through benefit-responsive wrapper contracts
issued by a third party assuming that the underlying assets meet the requirements of the SIC. Separate account contracts are investment
contracts invested in insurance company separate accounts established for the sole benefit of the Stable Value Fund included within the
Master Trust. SICs and separate account contracts are wrapped by the financially responsible insurance company.
The issuers of the SICs and separate
account contracts are contractually obligated to repay the principal and a specified interest rate that is guaranteed to the Master Trust.
The fund deposits a lump sum with the issuer and receives a guaranteed interest rate for a specified time. There are currently no reserves
against contract values for credit risk of the contract issuers or otherwise and do not permit the insurance companies to terminate the
agreement prior to the scheduled maturity date. Each contract is subject to early termination penalties that may be significant.
The crediting rates for SICs and separate
account contracts are periodically reset during the year and are based on the performance of the contract’s underlying assets. Interest
is accrued on either a simple interest or fully compounded basis and paid either periodically or at the end of the contract term. The
average crediting rate for the investment contracts was 2.28% and 2.03% for 2022 and 2021, respectively.
Certain events could limit the ability
of the Master Trust to transact at contract value with the issuer. Such events include the following: (i) amendments to the Plan
documents (including complete or partial plan termination or merger with another plan); (ii) changes to the Plan’s prohibition
on competing investment options or deletion of equity wash provisions; (iii) bankruptcy of the Plan sponsor or other plan sponsor
events (e.g. divestures or spin-offs of a subsidiary) which cause a significant withdrawal from the Plan or (iv) the failure of the
trust to qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA. The Plan Administrator
does not believe that the occurrence of any such event, which would limit the Plan’s ability to transact at contract value with
participants, is probable.
Participant-directed redemptions have
no restrictions; however, the Plan is required to provide a one-year redemption notice to liquidate its entire interest in the fund.
The following represents the disaggregation
of contract value between types of investment contracts held by the Master Trust for the FBRIC at December 31, 2022 and 2021:
| | |
2022 | | |
2021 | |
| Stable value fund | |
| | | |
| | |
| Cash reserves common trust fund | |
$ | 14,854,227 | | |
$ | 20,193,862 | |
| Synthetic investment contracts | |
| 601,079,985 | | |
| 564,424,175 | |
| End of Year | |
$ | 615,934,212 | | |
$ | 584,618,037 | |
On August 25, 2014, the Plan
received a determination letter from the Puerto Rico Department of Treasury stating that the Plan, as then designed, was qualified under
Sections 1165(a) and 1165(e) of the Puerto Rico Internal Revenue Code of 1994 (the “PR Code”). The Plan has been
amended and restated since receiving the determination letter. However, the Plan Administrator believes the Plan is currently designed
and being operated in compliance with the applicable requirements of the PR Code and, therefore, believes that the Plan, as amended and
restated, is qualified and the related trust is tax exempt.
| Sanofi Puerto Rico Group Savings Plan |
| |
| Notes to the Financial Statements |
| December 31, 2022 and 2021 |
Accounting principles generally accepted
in the United States of America require Plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the
organization has taken an uncertain position that more likely than not would not be sustained upon examination by the applicable taxing
authorities. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods
in progress. The Plan Administrator believes it is no longer subject to income tax examination for years prior to 2018.
| 5. | Related Party and Party-in-Interest Transactions |
Certain Master Trust investments are
shares of mutual funds managed by T. Rowe Price Trust Company, the trustee of the Plan. T. Rowe Price Retirement Plan Services Inc. is
the recordkeeper of the Plan. Therefore, these transactions qualify as party-in-interest transactions.
The Master Trust invests in shares
of the parent company, Sanofi, through the Sanofi-US ADR Fund (the “fund”); therefore, these transactions qualify as party-in-interest
transactions. As of October 5, 2018, the “fund” was transitioned to individual share accounting at the direction of the
Plan sponsor. Furthermore, as of October 5, 2018, participants can no longer purchase additional shares of company stock.
During the year ended December 31, 2022,
the Master Trust made purchases of $-0-, sales of approximately $3,260,107, realized losses of $(163,390), and dividend income of $1,961,122
earned from the investment in the Company’s common stock. The total shares and market value of the company stock held by the Master
Trust at December 31, 2022 were 1,153,679 and $55,872,690, respectively. During the year ended December 31, 2021,
the Master Trust made purchases of approximately $-0-, sales of approximately $5,746,033, realized gains of $275,365, and dividend income
of $2,157,304 earned from the investment in the Company’s common stock. The total shares and market value of the fund held by the
Master Trust at December 31, 2021 were 1,253,764 and $62,813,586, respectively.
Certain administrative fees have been
paid through a revenue sharing agreement with T. Rowe Price Retirement Plan Services Inc. rather than direct payments and qualify as party-in-interest
transactions.
In addition, certain Plan participants
borrowed from the Plan. As of December 31, 2022 and 2021, the outstanding loans of the Plan participants were $92,202 and $109,720,
respectively (refer to Note 1 for applicable interest rates). Loans to participants also qualify as party-in-interest transactions.
All of the above transactions are not
considered prohibited transactions pursuant to the prohibited transaction rules of the Department of Labor and Section 408 of
ERISA.
The Company failed to remit certain
participant contributions and loan repayments in a timely manner for the year ended December 31, 2021 as required by Department of
Labor Regulation 2510.3-102. As of June 2022 participant contributions, including loan repayments, and corrections for lost earnings
have been fully corrected and remitted to the Plan.
| 6. | Termination of the Plan |
Although it has not expressed any intent
to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the
provisions of ERISA. Upon such termination of the Plan, the interest of each participant in the trust fund will be distributed to such
participant or his or her beneficiary at the time prescribed by the Plan terms and the PR Code.
| Sanofi Puerto Rico Group Savings Plan |
| |
| Notes to the Financial Statements |
| December 31, 2022 and 2021 |
Plan management has evaluated all
subsequent events through June 28, 2023, the date the financial statements were issued.
No significant subsequent events were
noted.
SUPPLEMENTAL SCHEDULES
| Sanofi Puerto Rico Group Savings Plan |
| PLAN EIN: |
36-4406953 |
| PLAN NUMBER: |
001 |
| |
| Schedule H, Line 4i – Schedule of Assets (Held at End of Year) |
| As of December 31, 2022 |
| (a) | | |
(b) IDENTITY OF ISSUE, BORROWER, LESSOR OR SIMILAR PARTY | |
(c) DESCRIPTION OF
INVESTMENT INCLUDING
MATURITY DATE, RATE OF
INTEREST, COLLATERAL,
PAR OR MATURITY VALUE | |
(d) COST | | |
(e) CURRENT
VALUE | |
| * | | |
Sanofi U.S. Group Savings Master
Trust | |
Master Trust | |
| ** | | |
$ | 28,337,748 | |
| * | | |
Cash | |
Interest bearing cash | |
| ** | | |
| 21,534 | |
| * | | |
Participant Loans | |
Interest Rates 4.25% - 6.50% | |
| -0- | | |
| 92,202 | |
| * | | |
Indicates party-in-interest to the Plan |
| |
| |
| ** | | |
Cost not required for participant directed investments |
| |
| |
| Sanofi Puerto Rico Group Savings Plan |
| PLAN EIN: |
36-4406953 |
| PLAN NUMBER: |
001 |
| |
| Schedule H, Line 4a – Schedule of Delinquent Participant Contributions |
| For the Year Ended December 31, 2022 |
| Participant Contributions |
| |
Total That Constitutes Nonexempt | |
| |
| Transferred Late to Plan |
| |
Prohibited Transactions | |
| |
Check here if late participant loan
contributions are included: (X) |
| |
Contributions
Not Corrected | |
| Contributions
Corrected
Outside VFCP | | |
| Contributions
Pending
Correction in
VFCP | | |
| Total Fully
Corrected
under VFCP
and PTE
2002-51 | |
| $ |
163,840 |
| $ |
– | |
$ | 163,840 | | |
$ | – | | |
$ | – | |
Signatures
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| |
|
Sanofi Puerto Rico Group Savings Plan |
| |
|
|
| |
|
|
| |
|
By: |
/s/
Jonathan Fichter |
| |
|
|
Jonathan Fichter, for the
Retirement Plan Administrative Committee, Plan Administrator |
Date: June 28, 2023
EXHIBIT
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