United States securities and exchange commission logo
April 11, 2024
Francois Roger
Chief Financial Officer
Sanofi
46, avenue de la Grande Arm e
75017 Paris, France
Re: Sanofi
Form 20-F for the
Fiscal Year Ended December 31, 2023
Filed February 23,
2024
File No. 001-31368
Dear Francois Roger:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comment.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2023
Item 5. Operating and financial review and prospects
A.1.5 Segment information and Business net income
3/ Business net income (non-IFRS measure), page 58
1. We note that your
presentation of Business net income on a non-IFRS basis includes an
adjustment - income
from out-licensing - which excludes upfront payments and regulatory
milestone payments. We
believe that non-IFRS financial measures that exclude upfront
and milestone payments
would not comply with the guidance provided in Rule 100(b) of
Reg. G. Please confirm
to us that you will no longer include these adjustments in any non-
IFRS financial measure
presented in accordance with Item 10(e) of Regulation S-K or
Rule 100(b) of
Regulation G.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
Francois Roger
Sanofi
April 11, 2024
Page 2
absence of action by the staff.
Please contact Ibolya Ignat at 202-551-3636 or Angela Connell at
202-551-3426 with any
questions.
FirstName LastNameFrancois Roger Sincerely,
Comapany NameSanofi
Division of
Corporation Finance
April 11, 2024 Page 2 Office of Life
Sciences
FirstName LastName