諾華公司Novartis（NVS）2019年年度報告（英文版）（343頁）.pdf

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1、Annual Report 2019 Annual Report 2019 I Chairmans letter Novartis delivered strong performance in 2019. New product launches together with a disciplined focus on costs and operational efficiency helped us in crease sales, operating income and operating profit margin. Looking ahead, we are well posit

2、ioned to continue our growth trajectory as we pursue our goal of driving sci- ence-based medical innovation. With the successful spin-off of our former eye care divi- sion, Alcon, in early 2019, we concluded a major step in our portfolio transformation to create a more focused medicines company. We

3、are active in disease areas with high un met needs and have a leading portfolio of highly innovative drugs, including recent ly launched breast can- cer therapy Piqray, eye care treatment Beovu, multiple sclerosis drug Mayzent, and our gene therapy Zolgensma for spinal muscular atrophy. Going forwar

4、d, we continue to strive for business excel- lence across all our divisions and functions. We are con- tinually streamlining our business services and produc- tion platforms. We are also introducing innovative digital technologies to support our research, development and production efforts. As the d

5、igitization of our operations and the overall healthcare industry gains pace, we are also taking action to minimize cyber risks and protect patient data. As a global healthcare leader, we are working to spear- head cutting-edge medical development. Our recent moves in the areas of gene therapies, ra

6、dioligand thera- pies and digital health reflect our position at the forefront of scientific discovery. To develop breakthrough thera- pies that can help change the practice of medicine, we are intent on attracting the best industry talent, collabo- rating with leading technology partners, and pursu

7、ing acquisitions to strengthen and expand high-tech therapy platforms. We have also established clear environmental, social and governance (ESG) targets for our management. With a view to reaching the highest international environmental standards, we aim to become carbon neutral by 2025, and plastic

8、 and water neutral by 2030, and have put pro- cesses in place to minimize the carbon footprint of our supply chain. Likewise, the implementation of our Access Principles is gaining pace with the approval of innovative medicines inlow- and middle-income countries, includ- ing migraine treatment Aimov

9、ig and cancer drug Kisqali. Although we still have work to do, we are also making good progress in efforts to enhance our integrity standards as part of a broader cultural transformation. In our strength- ened governance framework, our Ethics, Risk references to the “United States” or to “US” are to

10、 the United States of America, references to the “European Union” or to “EU” are to the European Union and its 28 member states, references to “Latin America” are to Central and South America, including the Caribbean, and references to “Australasia” are to Australia, New Zealand, Melanesia, Micrones

11、ia and Polynesia, unless the context otherwise requires; references to the “EC” are to the European Commission; references to “associates” are to employees of our affiliates; references to the “SEC” are to the US Securities and Exchange Commission; references to the “FDA” are to the US Food and Drug

12、 Administration; references to the “EMA” are to the European Medicines Agency, an agency of the EU, and references to the “CHMP” are to the Committee for Medicinal Products for Human Use of the EMA; references to “ADR” or “ADRs” are to Novartis American Depositary Receipts, and references to “ADS” o

13、r “ADSs” are to Novartis American Depositary Shares; references to the “NYSE” are to the New York Stock Exchange, and references to “SIX” are to the SIX Swiss Exchange; references to “ECN” are to the Executive Com- mittee of Novartis; references to “GSK” are to GlaxoSmithKline plc, references to “AA

14、A” are to Advanced Acceler- ator Applications S.A., references to “AveXis” are to AveXis, Inc., references to “Endocyte” are to Endocyte, Inc., and references to “Takeda” are to Takeda Pharmaceutical Company Limited. All product names appearing in italics are trademarks owned by or licensed to Group

15、 companies. Product names identified by a “” or a “” are trademarks that are not owned by or licensed to Group companies and are the prop- erty of their respective owners. 5 Forward-looking statements Forward-looking statements This Annual Report contains certain forward-looking statements within th

16、e meaning of Section 27A of the Securi- ties Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the United States Private Securities Litigation Reform Act of 1995, as amended. Other written materials filed with or furnished to the SEC by

17、 Novartis, as well as other written and oral statements made to the public, may also contain forward-looking statements. Forward-looking statements can be identified by words such as “poten- tial,” “expected,” “will,” “planned,” “pipeline,” “outlook,” “may,” “could,” “would,” “anticipate,” “seek,” o

18、r similar terms, or by express or implied discussions regarding potential new products, potential new indications for existing prod- ucts, or regarding potential future revenues from any such products; or regarding the potential outcome, or finan- cial or other impact on Novartis, of the acquisition

19、 of The Medicines Company, the proposed divestiture of certain portions of our Sandoz Division business in the US, and other transactions described; or regarding the potential impact of share buybacks; or regarding potential future sales or earnings of the Group or any of its divisions or potential

20、shareholder returns; or regarding potential future credit ratings of the Group; or by discussions of strat- egy, plans, expectations or intentions. Such forward-looking statements are based on the current beliefs and expec- tations of management regarding future events, and are subject to significan

21、t known and unknown risks and uncer- tainties. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those set forth in the forward-looking statements. You should not place undue reliance on these sta

22、tements. In particular, our expectations could be affected by, among other things: Global trends toward healthcare cost containment, including ongoing government, payer and general public pric- ing and reimbursement pressures and requirements for increased pricing transparency; Uncertainties regardi

23、ng potential significant breaches of information security or disruptions of our information technology systems; Uncertainties regarding the success of key products and commercial priorities; Our ability to obtain or maintain proprietary intellectual property protection, including the ultimate extent

24、 of the impact on Novartis of the loss of patent protection and exclusivity on key products that commenced in prior years and is expected to continue this year; Uncertainties in the research and development of new healthcare products, including clinical trial results and additional analysis of exist

25、ing clinical data; Regulatory actions or delays or government regulation generally, including potential regulatory actions or delays with respect to the proposed transactions or the development of the products described in this Annual Report; Uncertainties regarding actual or potential legal proceed

26、ings, including, among others, litigation and other legal disputes with respect to the proposed transactions, product liability litigation, litigation and investigations regard- ing sales and marketing practices, intellectual property disputes and government investigations generally; Our reliance on

27、 outsourcing key business functions to third parties; Our ability to comply with data privacy laws and regulations, and uncertainties regarding potential significant breaches of data privacy; Safety, quality, data integrity or manufacturing issues; Uncertainties in the development or adoption of pot

28、entially transformational technologies and business models; The potential that the strategic benefits, synergies or opportunities expected from our recent and proposed future transactions may not be realized or may take longer to realize than expected; Uncertainties involved in predicting shareholde

29、r returns; Our performance on environmental, social and governance measures; 6 Forward-looking statements Political, economic and trade conditions, including uncertainties regarding the effects of ongoing instability in var- ious parts of the world; Uncertainties regarding the effects of recent and

30、anticipated future changes in tax laws and their application to us; Uncertainties regarding future global exchange rates; and Uncertainties regarding future demand for our products. Some of these factors are discussed in more detail in this Annual Report, including under “Item 3. Key Information Ite

31、m 3.D. Risk factors,” “Item 4. Information on the Company,” and “Item 5. Operating and Financial Review and Prospects.” Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this An

32、nual Report as anticipated, believed, estimated or expected. We provide the information in this Annual Report as of the date of its filing. We do not intend, and do not assume any obligation, to update any information or forward-looking statements set out in this Annual Report as a result of new inf

33、ormation, future events or otherwise. Item 1. Identity of Directors, SeniorManagement and Advisers 7 PART I Item 1. Identity of Directors, SeniorManagement and Advisers Not applicable. Item 2. Offer Statistics and Expected Timetable 8 Item 2. Offer Statistics and Expected Timetable Not applicable. I

34、tem 3. Key Information 9 Item 3. Key Information 3.A Selected financial data The selected financial information set out below has been extracted from our consolidated financial state- ments prepared in accordance with IFRS as issued by the IASB. Our consolidated financial statements for the years en

35、ded December 31, 2019, 2018 and 2017, are included in “Item 18. Financial Statements” in this Form20-F. All financial data should be read in conjunction with “Item 5. Operating and Financial Review and Prospects.” All financial data presented in this Form20-F are quali- fied in their entirety by ref

36、erence to the consolidated financial statements and their notes. Year ended December 31, (USD millions, except per share information) 2019 2018 2017 2016 2015 INCOME STATEMENT DATA1 Net sales to third parties from continuing operations 47445 44751 42338 41975 42641 Operating income from continuing o

37、perations 9086 8403 8702 8248 8522 Income from associated companies 659 6438 1108 703 266 Interest expense 850 932 750 675 637 Other financial income and expense 45 186 42 385 433 Income before taxes from continuing operations 8940 14095 9102 7891 7718 Taxes 1793 1295 1603 1095 1066 Net income from

38、continuing operations 7147 12800 7499 6796 6652 Net (loss) / income from discontinued operations before gain on distribution of Alcon Inc. to Novartis shareholders 101 186 204 98 376 Gain on distribution of Alcon Inc. to Novartis AG shareholders 4691 Net income related to portfolio transformation tr

39、ansactions 10766 Net income from discontinued operations 4590 186 204 98 11142 Group net income 11737 12614 7703 6698 17794 Attributable to: Shareholders of Novartis AG 11732 12611 7703 6712 17783 Non-controlling interests 5 3 0 14 11 Basic earnings per share (USD) Continuing operations 3.12 5.52 3.

40、20 2.86 2.77 Discontinued operations 2.00 0.08 0.08 0.04 4.63 Total 5.12 5.44 3.28 2.82 7.40 Diluted earnings per share (USD) Continuing operations 3.08 5.46 3.17 2.84 2.72 Discontinued operations 1.98 0.08 0.08 0.04 4.57 Total 5.06 5.38 3.25 2.80 7.29 Cash dividends2 6645 6966 6495 6475 6643 Cash d

41、ividends per share in CHF3 2.95 2.85 2.80 2.75 2.70 Personnel cost from continuing operations4, 5 13843 13515 12009 11950 11336 Full-time equivalent associates of continuing operations at year-end5 103914 104780 102467 99747 99624 1 Continuing operations include the businesses of the Innovative Medi

42、cines and Sandoz Divisions and Corporate activities. Discontinued operations include the Alcon business, which was divested in 2019; the Animal Health and Vaccines businesses divested in 2015; and the Consumer Health business, which was contributed also in 2015 into a new entity, GlaxoSmithKline Con

43、sumer Healthcare Holdings Ltd. (GSK Consumer Healthcare), where Novartis had a 36.5% interest. This newly created entity was sold during 2018 to GSK. To reflect these transactions, Novartis reported the Groups financial results for 2019 to 2015 as “continuing operations” and “discontinued operations

44、,” as required by IFRS. 2 Cash dividends represent cash payments in the applicable year that generally relates to earnings of the previous year. 3 Cash dividends per share represent dividends proposed that relate to earnings of the current year. Dividends for 2015 through 2018 were approved at the r

45、espective AGMs, and dividends for 2019 will be proposed to the Annual General Meeting on February 28, 2020, for approval. 4 Personnel cost include wages, salaries, allowances, commissions and bonuses to staff, overtime, awards, holiday pay, severance payments and social welfare expenses. 5 Own emplo

46、yees. Item 3. Key Information 10 Year ended December 31, (USD millions) 2019 2018 2017 2016 2015 BALANCE SHEET DATA Cash, cash equivalents, and marketable securities and derivative financial instruments 11446 15964 9485 7777 5447 Inventories 5982 6956 6867 6255 6226 Other current assets 11235 11836

47、11856 10899 11172 Non-current assets 88866 110000 104871 105193 108711 Assets of disposal group held for sale1 841 807 Total assets 118370 145563 133079 130124 131556 Trade accounts payable 5424 5556 5169 4873 5668 Other current liabilities 22809 24000 18234 17336 18040 Non-current liabilities 34555

48、 37264 35449 33024 30726 Liabilities of disposal group held for sale1 31 51 Total liabilities 62819 66871 58852 55233 54434 Issued share capital and reserves attributable to shareholders of Novartis AG 55474 78614 74168 74832 77046 Non-controlling interests 77 78 59 59 76 Total equity 55551 78692 74

49、227 74891 77122 Total liabilities and equity 118370 145563 133079 130124 131556 Net assets 55551 78692 74227 74891 77122 Outstanding share capital 856 875 869 896 890 Total outstanding shares (millions) 2265 2311 2317 2374 2374 1 The disposal group held for sale relate to the assets and liabilities of the pending divestment of the Sandoz US dermatology business and generic US oral solids portfo