Item 1. Identity of Directors, Senior Management and Advisers
Not applicable.
Item 2. Offer Statistics and Expected Timetable
Not applicable.
Item 3. Key Information
3.A Selected Financial Data
The selected financial information set out below has been extracted from our consolidated financial statements. Our consolidated financial statements
("consolidated financial statements") for the years ended December 31, 2004, 2003 and 2002 are included elsewhere in this Form 20-F. All financial data should be read in
conjunction with "Item 5. Operating and Financial Review and Prospects" and our consolidated financial statements and accompanying notes which are included elsewhere in this
Form 20-F. All financial data presented in this Form 20-F are qualified in their entirety by reference to the consolidated financial statements and such notes.
The
consolidated financial statements used to create the selected consolidated financial data set forth below were prepared in accordance with IFRS. IFRS differs in certain respects from
US GAAP. For a discussion of the significant differences between IFRS and US GAAP, see "Item 18. Financial StatementsNote 32."
Year Ended December 31,
2004
2003
2002
2001
2000
2000
(1)
($ millions, except per share information)
INCOME STATEMENT DATA
Amounts in accordance with IFRS:
Net sales
28,247
24,864
20,877
18,762
20,997
16,986
Operating income
6,539
5,889
5,092
4,325
4,684
4,000
Result from associated companies
142
(200
)
(7
)
83
58
57
Net financial income
227
379
613
284
187
261
Income before taxes and minority interests
6,908
6,068
5,698
4,692
4,929
4,318
Taxes
(1,126
)
(1,008
)
(959
)
(844
)
(1,082
)
(895
)
Minority interests
(15
)
(44
)
(14
)
(12
)
(25
)
(15
)
Net income
5,767
5,016
4,725
3,836
3,822
3,408
Basic earnings per share in $
(2)
2.36
2.03
1.88
1.49
1.46
1.30
Diluted earnings per share in $
(2)
2.34
2.00
1.84
1.49
1.46
1.30
Cash dividends
(3)
1,968
1,724
1,367
1,268
1,259
Cash dividends per share in CHF
(4)
1.05
1.00
0.95
0.90
0.85
Operating income from continuing operations per share:
basic earnings per share in $
(2)
2.67
2.38
2.02
1.68
1.79
1.53
diluted earnings per share in $
(2)
2.66
2.35
1.98
1.68
1.79
1.53
(1)
Financial
data presented on a continuing basis, excluding the results of the Agribusiness Division, which was spun-off in 2000.
(2)
Basic
and Diluted earnings and cash dividends per share have been adjusted to reflect a forty-for-one share split effective May 7, 2001.
The year 2000 has been adjusted to take this split into account, in order to provide per share information on a consistent basis.
(3)
Cash
dividends represent cash payments in the applicable year that generally relate to earnings of the previous year.
(4)
Cash
dividends per share represent dividends proposed that relate to earnings of the current year. Dividends for 2004 will be proposed to the Annual General Meeting on
March 1, 2005 for approval.
2
Year Ended December 31,
2004
2003
2002
2001
2000
($ millions, except per share data)
BALANCE SHEET DATA
Amounts in accordance with IFRS:
Cash, cash equivalents and current marketable securities
14,593
13,259
12,542
13,193
12,659
Inventories
3,558
3,346
2,963
2,449
2,515
Other current assets
6,460
5,668
5,310
4,712
4,923
Long-term assets
29,858
27,044
24,210
19,408
15,410
Total assets
54,469
49,317
45,025
39,762
35,507
Trade accounts payable
2,020
1,665
1,266
1,077
971
Other current liabilities
9,058
7,655
7,006
7,378
6,131
Long-term liabilities and minority interests
9,608
9,568
8,484
6,146
5,914
Total equity
33,783
30,429
28,269
25,161
22,491
Total liabilities and equity
54,469
49,317
45,025
39,762
35,507
Net assets
33,921
30,519
28,355
25,223
22,538
Outstanding share capital
881
896
898
925
946
Amounts in accordance with US GAAP:
Income statement data
Net income
4,989
3,788
3,829
2,419
3,794
Basic earnings per share
(1)
2.12
1.59
1.58
0.98
1.51
Diluted earnings per share
(1)
2.11
1.57
1.55
0.98
1.50
Balance sheet data
Total equity
38,101
34,878
33,225
30,208
29,840
Total assets
59,281
55,748
50,361
45,105
43,976
(1)
Earnings
per share have been adjusted to reflect a forty-for-one share split effective May 7, 2001. 2000 figures have been adjusted to
take this split into account, in order to provide earnings per share information on a consistent basis.
3
Cash Dividends per Share
Cash dividends are translated into US dollars at the Reuters Market System Rate on the payment date. Because we pay dividends in Swiss francs, exchange rate
fluctuations will affect the US dollar amounts received by holders of ADSs.
Year Earned
Month and
Year Paid
Total Dividend
(1)
per share
Total Dividend
per ADS
(CHF)
($)
2000
April 2001
0.85
0.43
2001
March 2002
0.90
0.54
2002
March 2003
0.95
0.68
2003
February 2004
1.00
0.80
2004
(2)(3)
March 2005
1.05
0.93
(1)
2000 figures have been adjusted for a forty-for-one share split and share-to-ADS ratio change on May 7, 2001.
(2)
If the Swiss franc amount for 2004 is translated into US dollars at the rate of $0.88 to the Swiss franc, the Total Dividend per share and Total Dividend per ADS in US dollars would be $0.93. This translation is an
example only, and should not be construed as a representation that the Swiss franc amount represents, or has been or could be converted into, US dollars at that or any other rate.
(3)
Dividend to be proposed at the Annual General Meeting on March 1, 2005.
Exchange Rates
The following table shows, for the years and dates indicated, certain information concerning the rate of exchange of US dollar per Swiss franc based on exchange
rate information found on Reuters Market System. The exchange rate in effect on January 25, 2005, as found on Reuters Market System, was CHF 1.00 = $0.84.
Year ended December 31,
Period End
Average
(1)
Low
High
2000
0.61
0.59
0.55
0.65
2001
0.60
0.59
0.55
0.63
2002
0.71
0.65
0.58
0.72
2003
0.80
0.75
0.70
0.81
2004
0.88
0.81
0.76
0.88
Month end,
August 2004
0.78
0.81
September 2004
0.79
0.80
October 2004
0.79
0.83
November 2004
0.83
0.88
December 2004
0.86
0.88
January 2005
(2)
0.84
0.88
(1)
Represents the average of the exchange rates on the last day of each full month during the year.
(2)
The high and low US dollar/Swiss franc exchange rate is current as of January 25, 2005.
3.B Capitalization and Indebtedness
Not applicable.
4
3.C Reasons for the offer and use of proceeds
Not applicable.
3.D Risk Factors
You should carefully consider all of the information set forth in this Form 20-F and the following risk factors which we face and which are
faced by our industry. The risks below are not the only ones we face. Additional risks not currently known to us or that we presently deem immaterial may also impair our business operations. Our
business, financial condition or results of operations could be materially adversely affected by any of these risks. This Form 20-F also contains forward-looking statements that
involve risks and uncertainties. Our results could materially differ from those anticipated in these forward-looking statements as a result of certain factors, including the risks we face as described
below and elsewhere. See "Forward-Looking Statements" on page 1.
Risks Faced By Our Pharmaceuticals Division
We face intense competition from new products.
Our products face intense competition from competitors' products. This competition may increase as new products enter the market. In such an event, our
competitors' products may be safer or more effective or more effectively marketed and sold than our products. Alternately, in the case of generic competition, they may be equally safe and effective
products which are sold at a substantially lower price than our products. As a result, if we fail to maintain our competitive position, this could have a material adverse effect on our business and
results of operations.
Our research and development efforts may not succeed.
Like other major pharmaceutical companies, in order to remain competitive, we must continue to launch new and better products each year. To accomplish this, we
commit substantial effort, funds and other resources to research and development, both through our own dedicated resources, and through various collaborations with third parties. Our ongoing
investments in new product launches, new technologies and research and development for future products could produce higher costs without a proportional increase in revenues.
In
the pharmaceutical business, the research and development process can take up to 12 years, or even longer, from discovery to commercial product launch. This process is
conducted in various stages. During each stage there is a substantial risk that we will encounter serious obstacles or will not achieve our goals and accordingly we may abandon a product in which we
have invested substantial amounts of time and money. If we are unable to maintain a continuous flow of successful new products and successful new indications or brand extensions for existing products
sufficient to cover our substantial research and development costs and to replace sales that are lost as older products approach the end of their commercial life cycles or are displaced by competing
products or therapies, this could have a material adverse effect on our business and results of operations.
Our
dependence on research and development makes it highly important that we recruit and retain high quality researchers and development specialists. We commit substantial efforts and
funds to this purpose. Should we fail in our efforts, this could have a material adverse effect on our business and results of operations.
We face intense competition from lower-cost generic products.
Our Pharmaceuticals Division also faces increasing competition from lower-cost generic products. Our Pharmaceuticals Division's products are generally
protected by patent rights which are expected to provide us with exclusive marketing rights. However, those patent rights are of varying strengths and durations. In addition, in some countries, patent
protection is significantly weaker than in the US or the
5
EU.
Even in the US and the EU, political pressures to reduce spending on prescription drugs has led to legislation which encourages the approval of generic products. As a result, although it is our
policy to actively protect our patent rights, generic challenges to our products can arise at any time, and we may not be able to prevent the emergence of generic competition for our products.
Loss
of patent protection for a product typically leads to a rapid loss of sales for that product and could affect our future results. In addition, proposals emerge from time to time in
the US and other countries for legislation to further encourage the early and rapid approval of generic drugs. Any such proposal that is enacted into law could worsen this substantial negative effect
on our sales.
Patent
protection is at issue in major markets for the following of our Pharmaceuticals Division's leading products.
Neoral.
Patent protection exists for the
Neoral
micro-emulsion
formulation and other cyclosporin formulations through 2009 and beyond in major markets. Despite this protection, generic cyclosporin products competing with
Neoral
have entered the transplantation
market segment in the US, Germany, Japan, Canada and elsewhere. We have filed patent infringement actions
against manufacturers of these generic products. However, except in one lawsuit in Canada, we have so far not succeeded in obtaining an injunction against any of the manufacturers we have sued.
Sandostatin.
Basic patent protection for the active ingredient in
Sandostatin
SC
has expired in the US, Japan, Germany and the UK, and it will expire in 2006 in France and 2007 in Italy. Several parties have filed applications to market generic versions
of
Sandostatin SC
in the US. We have not, so far, sued any for patent infringement. However, patent protection extending to 2010 (and 2013 and beyond in
the US) continues in major markets for
Sandostatin LAR
, a long-acting version of
Sandostatin,
which represents a significant and growing proportion of our
sales in this product family.
Lotrel/Cibacen/Lotensin/Cibadrex
. The basic benazepril substance patent protection for
Cibacen/Lotensin/Cibadrex
has expired in the US and Japan, and will expire in 2005-08 in major markets in the EU. However,
Lotrel,
which is a combination of benazepril
and amlodipine besylate, is patented in the US until 2017. Teva and Dr. Reddy's Laboratories have
challenged this patent. Dr. Reddy's is seeking marketing approval for a different benazepril combination, using amlodipine maleate, rather than amlodipine besylate. Because of this difference,
the Dr. Reddy's product, if brought to market, would not be automatically substitutable in the US for
Lotrel
. However, Teva is seeking marketing
approval for the same benazepril combination as
Lotrel
, and is thus seeking to bring a fully substitutable product to the US market. We have sued Teva
and Dr. Reddy's in the US for patent infringement. The Dr. Reddy's case is currently stayed.
Lamisil
. The active ingredient in
Lamisil
is covered
generically, but not mentioned specifically, in a patent family which has expired. Another patent family specifically discloses and covers the active ingredient specifically and expires in the US in
2006, and 2005-07 in Japan and major EU countries. The specific US patent had been challenged by Dr. Reddy Laboratories in the US. Dr. Reddy's has since withdrawn its suit
and conceded that this patent is valid and enforceable.
Miacalcin/Miacalcic
. The specific Novartis formulation of this product is covered by patents which will expire
in the US in 2015. However, patents on the Novartis formulation have expired in a number of other major countries, and will expire in Italy in 2006. Apotex has applied to the FDA for the right to sell
a generic version of
Miacalcin
, using the Novartis formulation. We have sued Apotex for infringement. Two other companies have applied to the FDA for
the right to sell a generic version of
Miacalcin
based on a different formulation. We have not sued these companies.
Exelon
. The active ingredient in
Exelon
is covered by a compound
patent (granted to Proterra, AG and licensed to us), which presently expires in 2007, and has been determined by the FDA to qualify for patent term extension until 2012. In addition, we hold an isomer
patent on
Exelon
which expires in 2014. Dr. Reddy's, Sun Pharmaceuticals and Watson Pharmaceuticals have filed
6
applications
to market a generic version of
Exelon
in the US. Together with Proterra, we have sued all three parties for patent infringement.
Focalin
. The active ingredient in
Focalin
is covered by patents
(granted to Celgene Corporation and licensed to us) through 2015 in the US and 2018 in other markets. Teva has challenged these patents and has filed an application for a generic version of
Focalin
in
the US. Together with Celgene, we have sued Teva for patent infringement.
Trileptal
. Patent protection for
Trileptal
's active ingredient
has expired in major countries. In the US, New Chemical Entity data exclusivity under the Hatch-Waxman Act of 1984 is currently scheduled to expire in January 2005. However, we have applied for
a six-month extension of this exclusivity period under the Hatch-Waxman pediatric exclusivity provisions. At the same time, we have pending patent filings relating to our marketed
formulations of
Trileptal
, which, if granted, would expire in 2018 in major countries, including the US.
Starlix
. The active ingredient in
Starlix
is covered by
Ajinomoto patents. The basic US patent will expire in 2006, but a request to extend the term of the patent until 2009 has been filed. In late January 2005 a third party informed us that they have
filed an ANDA application to market a generic version of
Starlix
in the US. We are assessing that information and will respond appropriately.
Foradil
. Patent protection for
Foradil
's active ingredient has
expired in major countries. In the US, Hatch-Waxman data exclusivity is currently scheduled to expire in February 2006.
Voltaren
.
Voltaren
is off-patent. As a result,
revenue from
Voltaren
has declined, and may decline significantly further over the next few years.
Price controls and other pressures may prevent us from setting prices for our products at levels high enough to earn an adequate return on our
investments in them.
In addition to normal price competition in the marketplace, the prices of our Pharmaceutical Division's products are restricted by price controls and other
pricing pressures imposed by governments and health care providers in most countries. Price controls operate differently in different countries and can cause wide variations in prices between markets.
Currency fluctuations can aggravate these differences. The existence of price controls and other pricing pressures can limit the revenues we earn from our products and may have an adverse effect on
our business and results of operations.
United States
. In the US, ongoing political debates over prescription drug pricing and recent Medicare reform
legislation could increase pricing pressures. In particular, recent Medicare reform legislation is expected to lead to the creation of a new voluntary drug benefit for patients who are eligible for
Medicare, and may require us to extend price discounts to more patients when the benefit goes into effect in 2006. In addition, there is continuing political pressure to amend this legislation to
enable the US government to use its enormous purchasing power to demand discounts from pharmaceutical companies. It is not yet possible to predict with certainty the extent to which this
recently-enacted legislation will affect our business and results of operations.
Europe
. In Europe, our operations are subject to significant price and marketing regulations. Many governments
are introducing health care reforms in a further attempt to curb increasing health care costs.
Japan
. In Japan, the government generally introduces price cut rounds every other year, during which the
government mandates price decreases for specific products.
Regulations favoring generics
. In response to rising healthcare costs, many governments and private medical care
providers, such as Health Maintenance Organizations (HMOs), have instituted reimbursement schemes that favor the substitution of generic pharmaceuticals for more expensive brand-name
pharmaceuticals. In the US, generic substitution statutes have been enacted
7
by
virtually all states and permit or require the dispensing pharmacist to substitute a less expensive generic drug instead of an original branded drug. We expect that the pressure for generic
substitution will increase as a result of the implementation of the Medicare prescription drug benefit in 2006.
Cross-Border Sales.
Price controls in one country can also have an impact in other countries as a result of
cross-border sales. In the EU, products which we have sold to customers in countries with stringent price controls can legally be re-sold to customers in other EU countries with less
stringent price controls, at a lower price than the price at which the product is otherwise available in the importing country. This risk could increase due to the addition of 10 nations to the EU in
2004. In North America, products which we have sold to customers in Canada, which has relatively stringent price controls, are sometimes re-sold into the US, again at a lower price than
the price at which the product is otherwise sold in the US. Such imports from Canada to the US are currently illegal. However, there are ongoing political efforts at the federal, state and local
levels to change the legal status of such imports.
We
expect that pressures on pricing will continue and may increase. Because of these pressures, there can be no certainty that in every instance we will be able to charge prices for a
product that, in a particular country or in the aggregate, enable us to earn an adequate return on our investment in that product.
Public pressure on the pharmaceuticals industry could affect our business and results of operations.
There is considerable public sentiment against the pharmaceuticals industry, and the industry is under the close scrutiny of the public and the media. In addition
there is significant pressure on our industry from certain disadvantaged nations to make our products available to their people at drastically lower costs. Any increase in such negative public
sentiment or increase in public scrutiny or pressure from such disadvantaged nations could lead, among other things, to changes in legislation, to changes in the demand for our products, additional
pricing pressures with respect to our products, or increased efforts to undercut intellectual property protections. Such changes could affect our business and results of operations.
Risks Faced By Sandoz (Generics)
The success of Sandoz depends on our ability to successfully develop and commercialize additional generic pharmaceutical products.
To a significant degree, the future results of Sandoz depend upon our ability to successfully commercialize additional generic pharmaceutical products. We must
develop new generic products, and prove that they are the bio-equivalent of the originator products. Once developed, we must successfully manufacture and bring these new products to
market. The development and commercialization process is both lengthy and costly and involves a high degree of risk. Our products currently under development may not be approved by regulatory
authorities, or may not be approved as quickly as expected. In addition, we may not be able to successfully and profitably produce and market such products. Delays in any part of the process or our
inability to obtain regulatory approval of our products could adversely affect our operating results by restricting or delaying our introduction of new products. The continuous introduction of new
generic products is critical to our business. (Sandoz has been a separate Division since January 1, 2005. Before that Sandoz was a Business Unit of our Consumer Health Division.)
Our revenues and profits from any particular generic pharmaceutical products decline as our competitors introduce their own generic equivalents.
Selling prices of generic drugs typically decline, sometimes dramatically, as additional companies receive approvals for a given product and competition for that
product intensifies. To the extent that we succeed in being the first to bring to market a generic version of a significant product, our sales and our profits can be substantially increased in the
period following the introduction of such product and prior to
8
a
competitor's introduction of an equivalent product. Our ability to sustain our sales and profitability on any product over time is dependent on both the number of new competitors for such product
and the timing of their approvals. The overall profitability of Sandoz depends, among other things, on our ability to to be the first to bring significant new products to market. There can be no
guarantee that we will achieve this goal in the future.
Our generic pharmaceutical products face intense competition from brand-name companies that sell or license their own generic products or
successfully extend their market exclusivity period.
Competition in the generic pharmaceutical market continues to intensify as the pharmaceutical industry adjusts to increased pressures to contain health care
costs. Brand-name companies have taken aggressive steps to counter the growth of the generics industry. In particular, brand-name companies continue to sell their products to
the generic market directly by acquiring or forming strategic alliances with generic pharmaceutical companies. No significant regulatory approvals are required for a brand-name
manufacturer to sell directly or through a third party to the generic market. In addition, brand-name companies continually seek new ways to delay generic introduction and to decrease the
impact of generic competition. These efforts by the brand-name pharmaceutical industry have had, and likely will continue to have, a negative effect on the results of operations of Sandoz.
Recent changes in the US regulatory environment may prevent us from utilizing the exclusivity periods that are important to the success of our generic
products.
Under US law the FDA must award 180 days of market exclusivity to the first generic manufacturer who challenges the patent of a branded product. However,
recent changes in the Hatch-Waxman Act may affect the availability of this market exclusivity in the future. The new amendments now require generic applicants to launch their products within certain
time frames or risk losing the marketing exclusivity that they had gained through being a first-to-file applicant.
Sandoz's success may depend on its ability to successfully challenge patent rights held by branded pharmaceutical companies.
At times we seek approval to market generic products before the expiration of patents held by others for those products, based upon our belief that such patents
are invalid, unenforceable, or would not be infringed by our products. As a result, we often face significant patent litigation. If we are unsuccessful in such litigation, then our ability to launch
new products will be substantially limited. In addition, depending upon a complex analysis of a variety of legal and commercial factors, we may, in certain circumstances, elect to market a generic
product even though litigation is still pending. This could be before any court decision or while an appeal of a lower court decision is pending. Should we elect to proceed in this manner, we could
face substantial patent liability damages if the final court decision is adverse to us.
Risks Faced By The Entire Novartis Group
Government regulation may adversely affect our business.
Like our competitors, we are subject to strict government controls on the development, manufacture, marketing, labeling, distribution and pricing of our products.
We must obtain and maintain regulatory approval for our pharmaceutical and many of our other products from regulatory agencies in order to sell our products in a particular jurisdiction.
Risks regarding the development of new products.
Our research and development activities are heavily regulated. If we fail to
comply fully with applicable regulations, then there could be a delay in the submission or approval of potential new products for marketing approval. In addition, the submission of an application to a
regulatory authority does not guarantee that a license to market the product will be granted. Each authority may impose its own requirements and delay or refuse to grant approval, even when a product
has already been approved in another country. In our principal markets, the approval
9
process
for a new product is complex, lengthy and expensive. The time taken to obtain approval varies by country but generally takes from six months to several years from the date of application. This
registration process increases the cost to us of developing new products and increases the risk that we will not succeed in selling them successfully.
Risks regarding the manufacture of our products.
The manufacture of our products is heavily regulated by governmental
authorities around the world, including the FDA. If we or our third party suppliers fail to comply fully with such regulations then there could be a government-enforced shutdown of production
facilities, which in turn could lead to product shortages. A failure to comply fully with such regulations could also lead to a delay in the approval of new products.
Risks regarding the marketing of our products.
The marketing of our products is also heavily regulated by governments
throughout the world. In many countries, particularly those in Europe, we are prohibited from marketing many of our products directly to consumers. In the US, some
direct-to-consumer marketing practices are permitted, but the scope of allowable marketing practices is still significantly limited. Most countries also place restrictions on
the manner and scope of permissible marketing to physicians and other health professionals. The effect of
such regulations may be to limit the amount of revenue which we may be able to derive from a particular product. In addition, if we fail to comply fully with such regulations then civil or criminal
actions could be brought against us.
Risks regarding the safety and efficacy of our products.
Regulatory agencies may at any time reassess the safety and efficacy
of our products based on new scientific knowledge or other factors. Such reassessments could result in the amendment or withdrawal of existing approvals to market our products, which in turn would
result in a loss of revenue, and could serve as an inducement to bring lawsuits against us.
Other regulatory and legal risks.
Changes in worldwide intellectual property protections and remedies, trade regulations and
procedures, product counterfeiting, unstable governments and legal systems, intergovernmental disputes and possible nationalizations could also materially adversely affect our business or results of
operations.
We operate in highly competitive and rapidly consolidating industries.
We operate in highly competitive and rapidly consolidating industries. Our principal competitors are major international corporations with substantial resources
for research and development, production and marketing. Our competitors are consolidating, and the strength of combined companies could affect our competitive position in all of our business areas.
Product liability claims could adversely affect our business and results of operations.
Product liability claims are potentially a significant commercial risk for us. Substantial damage awards have been made in some jurisdictions against companies
such as ours based upon claims for injuries allegedly caused by the use of their products. We are involved in a number of product liability cases claiming damages as a result of the use of our
products. See "Item 8. Financial Information8.A Consolidated Statements and Other Financial Information8.A.7 Legal Proceedings." We maintain product liability insurance
policies with third parties, covering claims on a worldwide basis, and we believe that our insurance coverage and provisions are reasonable and prudent in light of our business and the risks to which
we are subject. However, because other pharmaceutical companies have faced large product liability losses, third party product liability insurance coverage is becoming increasingly difficult to
obtain. As a result, claims may occur which in whole or in part, might not be covered by third party insurance or the provisions that we have put in place. While no such losses are presently expected,
there can be no guarantee that we will not also face a loss which far exceeds available insurance and provisions.
10
Patent claims by third parties could adversely affect our business and results of operations.
We take all reasonable steps to ensure that our products do not infringe valid third-party intellectual property rights. Nevertheless, third parties may assert
claims against us for infringement. As a result, we can become involved in extensive litigation regarding our products. If we are unsuccessful in defending ourselves against these suits, we could be
subject to injunctions preventing us from selling our products, or to damages, which may be substantial. Either event could have a material adverse effect on our consolidated financial position,
results of operations or liquidity.
Our business will continue to expose us to risks of environmental liabilities.
In our product development programs and manufacturing processes, it is sometimes necessary for us to use hazardous materials, chemicals, biologics, viruses and
toxic compounds. These programs and processes expose us to risks of accidental contamination, events of noncompliance with environmental laws and regulatory enforcement, personal injury, property
damage and claims resulting from these events. If an accident occurred, or if we discover contamination caused by prior operations, we could be liable for clean-up obligations, damages or
fines, which could have an adverse effect on our business and results of operations.
The
environmental laws of many jurisdictions impose actual and potential obligations on us to remediate contaminated sites. These obligations may relate to sites:
that
we acquire, own or operate;
that
we formerly owned or operated; or
where
waste from our operations was disposed.
These
environmental remediation obligations could significantly reduce our operating results. In particular, our financial accruals for these obligations may be insufficient if the
assumptions underlying the accrualsincluding our assumptions regarding the portion of the waste at a site for which we are responsibleprove incorrect, or if we are held
responsible for additional contamination.
Stricter
environmental, safety and health laws and enforcement policies could result in substantial costs and liabilities to us, and could subject our handling, manufacture, use, reuse
or disposal of substances or pollutants to more rigorous scrutiny than is currently the case. Consequently, compliance with these laws could result in significant capital expenditures as well as other
costs and liabilities, thereby harming our business and operating results.
The manufacture of our products is technically highly complex, and a supply interruption or delay could adversely affect our business and results of
operations.
The products we market, distribute and sell are either manufactured at our own dedicated manufacturing facilities, or through toll manufacturing arrangements or
supply agreements with third parties. Since many of our products are the result of technically complex manufacturing processes, and are sometimes dependent on highly specialized raw materials, we can
provide no assurances that supply sources will not be interrupted from time to time. In addition, for these same reasons, the volume of production of any product cannot be rapidly altered. As a
result, if we should fail to accurately predict market demand for any of our products then we may not be able to produce enough of the product to meet that demand, or may produce too much of the
product, either of which could affect our business and operating results.
Foreign exchange fluctuations may adversely affect our earnings and the value of some of our assets.
A significant portion of our earnings and expenditures are in currencies other than US dollars, our reporting currency. In 2004, 43% of our sales were made in US
dollars, 26% in Euro, 8% in Japanese yen, 3% in Swiss francs and 20% in other currencies. In 2004, 37% of our costs were generated in US dollars,
11
23%
in Euro, 15% in Swiss francs, 5% in Japanese yen and 20% in other currencies. Changes in exchange rates between the US dollar and other currencies can result in increases or decreases in our costs
and earnings. Fluctuations in exchange rates between the US dollar and other currencies may also affect the reported value of our assets measured and the components of shareholders' equity. We seek to
minimize our currency exposure by engaging in hedging transactions where we deem it appropriate. To mitigate some of these risks, we may hedge certain foreign currency positions for 2005. We cannot
predict, however, all changes in currency and interest rates, inflation or other factors, which could affect our international businesses.
The price of our ADSs and the US dollar value of any dividends may be affected by fluctuations in the US dollar/Swiss franc exchange rate.
Our American Depositary Shares (ADSs) trade on the New York Stock Exchange in US dollars. Since the shares underlying the ADSs are listed in Switzerland on the
SWX Swiss Exchange (SWX) and trade on the European trading platform virt-x in Swiss francs, the value of the ADSs may be affected by fluctuations in the US dollar/Swiss franc exchange
rate. If the value of the Swiss franc decreases against the US dollar, the price at which our ADSs trade may decrease. In addition, since any dividends that we may declare will be denominated in Swiss
francs, exchange rate fluctuations will affect the US dollar equivalent of dividends received by holders of ADSs. If the value of the Swiss franc decreases against the US dollar, the value of the US
dollar equivalent of any dividend will decrease accordingly.
Holders of ADSs may not be able to exercise preemptive rights attached to shares underlying ADSs.
Under Swiss law, shareholders have preemptive rights to subscribe for cash for issuances of new shares on a pro rata basis. Shareholders may waive their
preemptive rights in respect of any offering at a general meeting of shareholders. Preemptive rights, if not previously waived, are transferable during
the subscription period relating to a particular offering of shares and may be quoted on the SWX. US holders of ADSs may not be able to exercise the preemptive rights attached to the shares underlying
their ADSs unless a registration statement under the US Securities Act of 1933, as amended, is effective with respect to such rights and the related shares, or an exemption from the registration
requirements thereunder is available. We would evaluate at the time of any share offering the costs and potential liabilities associated with any such registration statement, as well as the indirect
benefits of enabling the exercise by the holders of ADSs of the preemptive rights associated with the shares underlying their ADSs, and any other factors we would consider appropriate at the time, and
then would make a decision as to whether to file such a registration statement. We cannot guarantee that any registration statement would be filed, or, if filed, that it would be declared effective.
If preemptive rights could not be exercised by an ADS holder, JPMorgan Chase Bank, N.A., as depositary, would, if possible, sell such holder's preemptive rights and distribute the net proceeds of the
sale to the holder. If the depositary determines, in its discretion, that such rights could not be sold, the depositary might allow such rights to lapse. In either case, the interest of ADS holders in
Novartis would be diluted and, if the depositary allows rights to lapse, holders of ADSs would not realize any value from the granting of preemptive rights.
Decreases in financial income could affect our earnings.
In recent years, we have earned a level of net financial income that exceeds our benchmarks in a difficult investment environment. We have accomplished this
primarily through effective currency management and investment strategies. Given the volatile nature of investment markets, there can be no guarantee that this performance will be repeated in the
future, or that we can avoid suffering losses from our management of our financial assets.
Changes in accounting rules could affect our reported results.
The International Accounting Standards Board has and will continue to critically examine current International Financial Reporting Standards (IFRS) with a view
toward increasing international
12
harmonization
of accounting rules. This process of amendment and convergence of worldwide accounting rules resulted in significant amendments to the existing rules as of January 1, 2005 in such
areas as the accounting for share-based compensation, goodwill and intangibles, marketable securities and derivative financial instruments, and the classification of certain income statement and
balance sheet positions. These amendments are discussed in more detail in note 32m(xii) to the consolidated financial statements.
Changes in tax laws could adversely affect our earnings.
Changes in the tax laws of Switzerland, the US, or other countries in which we do significant business, as well as changes in our effective tax rate for the
fiscal year caused by other factors, including changes in the interpretation of tax law by local tax officials, could affect our net income. While certain changes were enacted to the tax laws of major
countries during 2004, those changes are not expected to materially impact our net income. It is not possible to predict the impact on our results of any tax legislation which may be enacted in the
future.
Earthquakes could affect our business and results of operations.
Our corporate headquarters and certain of our major Pharmaceutical Division production facilities are located near major earthquake fault lines in Basel,
Switzerland. In the event of a major earthquake, we could experience business interruptions, destruction of facilities and/or loss of life, all of which could materially adversely affect us.
Changes in global economic conditions and politics could affect our business and results of operations.
Our future results could be affected by global economic and political changes. In the recent past, terrorist attacks have had an impact on global economic
conditions. Any additional terrorist attacks which may occur in the future, and any related military activity around the world, could have a similar impact, which could affect our business and results
of operations.
Item 4. Information on the Company
4.A History and Development of Novartis
Novartis is a world leader in the research, development, manufacturing and marketing of products to protect and improve health and well-being. Our
goal is to discover, develop and successfully market innovative products to cure diseases, to ease suffering and to enhance quality of life. We also seek to provide a return to shareholders that
reflects our performance and to adequately reward those who invest ideas and resources in our company.
In
2004, Novartis generated consolidated net sales of $28.2 billion, invested $4.2 billion in research and development and employed approximately 81,400 people worldwide
through its activities in more than 140 countries.
Created
in 1996 through the merger of Ciba-Geigy and Sandoz, up to December 31, 2004 Novartis was organized into two Divisions:
Pharmaceuticals,
which comprises our activities in innovation-driven prescription medicines; and
Consumer
Health, which comprises our activities in Sandoz generic drugs, Over-the-Counter (OTC) self-medication products, animal health,
medical nutrition, infant & baby foods, and lens and vision care.
As
of January 1, 2005 Sandoz, which comprises our activities in generic drugs, became a separate Division. It was part of the Consumer Health Division until December 31,
2004.
13
Our
name, derived from the Latin
novae artes
, means "new skills" and reflects our commitment to focus on research and development to bring
new health-care products to the patients and physicians that we serve.
Ranked
by IMS Health (IMS) as one of the fastest-growing global pharmaceutical companies worldwide in recent years, we are seeking to further expand our market share by introducing new
products and maximizing sales. We have received approvals for 13 new products in the US since 2000.
We are making renewed investments in research and development, particularly in the Novartis Institutes for BioMedical Research headquarters in Cambridge, Massachusetts.
Novartis
is the only major pharmaceutical company with a global leadership position in both patented and generic pharmaceuticals. In light of the aging populations of many major
countries, and the associated rise in health care expenditures, we believe generics will continue to play an increasingly important role as a cost-effective therapeutic option. Our
objective is to strengthen our position as a medicines company, offering a broad range of drug treatment options to patients, physicians and payors, including:
Innovative,
patent-protected prescription medicines that address significant unmet medical needs;
Cost-effective
and high-quality generic medicines of growing importance to health-care systems today; and
Leading
self-medication (OTC) brands to enhance overall health and well-being.
Our
Pharmaceuticals Division has a portfolio of products that is balanced between products marketed to specialists and products which are marketed to primary care physicians. In 2004, a
total of 5 products received regulatory approvals in major markets.
We
intend to continue supporting and accelerating the development of new products in our pipeline, which has a total of 10 projects in clinical development or in registration procedures.
A
total of 52 projects are in late-stage clinical development (Phase II, Phase III and registration), with a particular focus on a group of ten priority compounds, many of
which have the potential to address urgent unmet medical needs and be first-in-class medicines in their respective therapeutic areas.
Novartis
AG, headquartered in Basel, Switzerland, is a public company incorporated under the laws of Switzerland with an indefinite duration. We are domiciled in and governed by the laws
of Switzerland. Our registered office is located at the following address:
Our
registered shares are listed in Switzerland on the SWX Swiss Exchange ("SWX") and traded on the European trading platform virt-x. Our American Depositary Shares are
listed on the New York Stock Exchange ("NYSE"). Our shares are also traded on International Retail Service (IRS) at the London Stock Exchange. In the US, Corporation Service Company (2711 Centerville
Road, Suite 400, Wilmington, Delaware 19808, telephone: 1-800-927-9800) acts as our agent solely for the purpose of accepting service of process in respect of
registration statements on Forms F-3 under the US Securities Act of 1933, as amended.
14
Major Corporate Developments 2002-2004
2004
January
A new CHF 3.0 billion share repurchase program is announced to start following completion of a program initiated in 2002. Shareholders at the Annual General Meeting (AGM) approved the program in February 2004,
and it commenced in August 2004.
February
The global adult medical nutrition business of Mead Johnson & Company, a Bristol-Myers Squibb Company subsidiary is acquired for approximately $385 million in cash.
April
Novartis studies making a bid for a potential business combination with the French-German pharmaceutical group Aventis SA at the request of the Aventis Supervisory Board, but declines to make a bid.
June
Novartis announces plans to acquire two generics companies: the Danish company Durascan A/S from AstraZeneca plc and Sabex Holdings Ltd of Canada. Durascan expands our generics presence in the Nordic region, while Sabex, which was acquired for
$565 million in cash, provides strong growth opportunities in injectable generics and new entry into the Canadian generics sector.
July
Novartis Institute for Tropical Disease opens its new facility in Singapore with particular focus on biomedical research for dengue fever and drug-resistant tuberculosis (TB).
October
Novartis announces the reorganization of its Sandoz generics business. Effective January 1, 2005, Sandoz ceases to be a Business Unit of our Consumer Health Division, and becomes a separate Division.
2003
February
US rights to market the tension headache products
Fioricet
and
Fiorinal
are sold to Watson Pharmaceuticals, Inc. for $178 million.
April
An anti-incontinence product called
Enablex
in certain countries and
Emselex
in other countries is acquired from Pfizer Inc. We will pay up to
$225 million for the rights to this product. Part of that amount is contingent on obtaining approval in the US (approved in December 2004) and EU (approved in October 2004).
May
A majority ownership interest is acquired in Idenix Pharmaceuticals, Inc., for an initial payment of $255 million in cash, with up to an additional $357 million in future contingent payments to the selling stockholders if Idenix
achieves certain future targets. We also obtained options to license future products from Idenix. In each case, we may pay additional amounts to Idenix in the event the applicable drug achieves certain future targets. In July 2004, Idenix
completed an initial public offering (IPO) of its shares, and Novartis retained its existing 57% stake.
June
Novartis groups all of its generic pharmaceutical companies under the brand name Sandoz as part of a worldwide initiative to unite its generic pharmaceutical operations.
November
Novartis confirms its support for the Universal Declaration of Human Rights and announces new corporate human rights guidelines to meet its public commitments under the UN Global Compact.
15
2002
January
Two US farm animal vaccine companies, Grand Laboratories Inc., of Iowa, and ImmTech Biologies Inc., of Kansas, are acquired for a combined minimum purchase price of $99 million, of which $78 million was settled in Novartis
American Depositary Shares. The final price may increase depending on whether certain future sales and other targets are met.
November
Our Food & Beverage business is sold to Associated British Foods plc for $270 million in cash. The remaining Health Food & Slimming and Sports Nutrition businesses were reorganized as a stand-alone unit, Nutrition &
Santé, which for external reporting purposes has been consolidated into the Consumer Health Division's Medical Nutrition Business Unit.
Sandoz acquires more than 99% of Lek Pharmaceuticals d.d., the Slovenian generics company, for $0.9 billion in cash. In 2003, Lek was delisted from the Ljubljana Stock Exchange and Sandoz acquired its remaining outstanding shares.
4.B Business Overview
Novartis
is a world leader in both patent-protected and generic pharmaceuticals as well as consumer health products. Our aim is to seek and maintain leadership positions in these
businesses.
Our
company was organized into two Divisions up to December 31, 2004: Pharmaceuticals and Consumer Health.
The
Pharmaceuticals Division is organized into two marketing organizationsPrimary Care and Specialty Medicinesthat develop and market branded pharmaceutical
products in seven therapeutic areas. It also includes the Novartis Institutes for BioMedical Research (NIBR) which was established in 2003 with the aim of redefining drug discovery in a new era marked
by the completion of the human genome sequence. NIBR is headquartered in Cambridge, Massachusetts, and has affiliates worldwide.
In
2004, the Consumer Health Division had six Business Units, all of which coordinate the worldwide research, development, manufacturing and marketing of their respective products. The
Business Units are: Sandoz (generics), OTC self-medication, Animal Health, Medical Nutrition, Infant & Baby and CIBA Vision. As of January 1, 2005, Sandoz became a separate
Division and will no longer be incorporated in the Consumer Health Division.
Sandoz
is organized as a Retail Generics company which also operates two other businesses, Industrial Products and Biopharmaceuticals. The Retail Generics business produces finished
dosage forms, which are sold to pharmacies, hospitals and other health care outlets. The Industrial Products business manufactures active pharmaceutical ingredients and their intermediates for
internal requirements and industrial customers. The Biopharmaceuticals business, drawing on the company's rich experience in biotechnology, is developing to meet growing demand.
16
Key Figures
Year Ended December 31,
2004
2003
2002
(in $ millions)
Net Sales to third parties
Pharmaceuticals
18,497
16,020
13,528
Sandoz
3,045
2,906
1,817
OTC
1,975
1,772
1,521
Animal Health
756
682
623
Medical Nutrition
1,121
815
711
Infant & Baby
1,441
1,361
1,333
CIBA Vision
1,412
1,308
1,135
Consumer Healthongoing
9,750
8,844
7,140
Divested Health & Functional Food activities
209
Consumer Health
9,750
8,844
7,349
Group net sales
28,247
24,864
20,877
Operating income
Pharmaceuticals
5,253
4,423
3,891
Sandoz
235
473
265
OTC
351
309
240
Animal Health
78
88
92
Medical Nutrition
32
82
4
Infant & Baby
274
254
227
CIBA Vision
236
153
118
Divisional Management
(25
)
(39
)
Consumer Healthongoing
1,181
1,320
946
Divested Health & Functional Food activities
140
Consumer Health
1,181
1,320
1,086
Corporate income, net
105
146
115
Group operating income
6,539
5,889
5,092
17
The table below sets forth a regional breakdown of certain data for the years ended December 31, 2004, 2003 and 2002.
Americas
Europe
Asia/Africa/Australia
2004
2003
2002
2004
2003
2002
2004
2003
2002
(in $ millions, except number of employees)
Net sales
13,285
12,036
10,558
10,289
8,788
6,832
4,673
4,040
3,487
Operating income
1,417
897
958
4,625
4,505
3,825
497
487
309
Number of employees (at December 31)
30,186
28,608
28,328
38,229
37,510
32,595
12,977
12,423
11,954
Investment in property, plant and equipment
340
427
537
787
846
498
142
56
33
Depreciation of property, plant and equipment
229
220
198
510
480
355
41
37
39
Net operating assets
6,702
5,984
6,312
18,230
16,271
14,086
1,251
975
965
PHARMACEUTICALS
Overview
Our Pharmaceuticals Division, which is made up of approximately 80 affiliated companies and 47,325 employees and sells to approximately 140 countries,
offers a broad portfolio of branded prescription medicines focused on treating the unmet medical needs of patients worldwide. In 2004, the Division reported consolidated net sales of
$18.5 billion, which represented 65% of total Group net sales.
The
Pharmaceuticals Division develops and markets products in the following therapeutic areas:
Our
Pharmaceutical Division's current product portfolio includes more than 40 key marketed products, many of which are their respective market leaders. In addition, the Division's
portfolio of development projects includes more than 75 potential new products and potential new indications or formulations for existing products in various stages of clinical development.
18
Selected Key Marketed Products
The following table describes selected key marketed pharmaceutical products, in alphabetical order, by therapeutic area. Not all products are registered in all
markets for all of the indications described below.
Therapeutic
Area
Compound
Generic name
Indication
Formulation
PRIMARY
CARE
Cardiovascular
& Metabolism
Diovan HCT/
Co-Diovan
valsartan and
hydrochlorothiazide
Hypertension
Film-coated tablet
Diovan
valsartan
Hypertension
Heart failure in
patients intolerant of
ACE inhibitors
Post-myocardial
infarction
Capsule
Coated tablet
Lescol/
Lescol XL
fluvastatin sodium
Primary
hypercholesterolemia
and mixed dyslipidemia
Secondary prevention
of coronary events
Slowing the
progression of
atherosclerosis
Increase of
high-density
lipoprotein cholesterol
(HDL-C)
Capsule
Tablet
Lotensin/
Cibacen
benazepril
hydrochloride
Hypertension
Coated tablet
Lotensin HCT/
Cibadrex
benazepril
hydrochloride
and hydrochlorothiazide
Hypertension
Adjunct therapy in
heart failure
Progressive chronic
renal insufficiency
Coated tablet
Lotrel
amlodipine besylate
and benazepril
hydrochloride
Hypertension
Capsule
Starlix
nateglinide
Type 2 diabetes
Coated tablet
19
Neuroscience
Comtan
entacapone
Parkinson's disease
Coated tablet
Exelon
rivastigmine tartrate
Alzheimer's disease
Capsule
Oral solution
Focalin
dexmethylphenidate HCl
Attention-deficit
hyperactivity disorder
Tablet
Clozaril/
Leponex
clozapine
Treatment-resistant
schizophrenia
Prevention and
treatment of
recurrent suicidal
behavior in patients
with schizophrenia and
schizoaffective disorder
Tablet
Ritalin/
Ritalin LA
methylphenidate HCl
Attention-deficit
hyperactivity disorder
Tablet
Capsule
Stalevo
carbidopa, levodopa
and entacapone
Parkinson's disease
Coated tablet
Tegretol
carbamazepine
Epilepsy
Acute mania and
bipolar affective
disorders
Treatment of pain
associated with
trigeminal neuralgia
Acute herpes zoster
Recurrent genital
herpes in
immunocompetent
patients
Recurrent
mucocutaneous
herpes simplex
infections in HIV-
infected patients
Tablet
Zelnorm/Zelmac
tegaserod
Irritable bowel
syndrome with
constipation
Chronic
constipation
Tablet
Coartem/
Riamet
artemether and
lumefantrine
Treatment of
Plasmodium falciparum
malaria or mixed
infections that include
Plasmodium falciparum
Standby emergency
malaria treatment
Tablet
Combipatch/Estalis
estradiol norethisterone acetate
Symptoms of estrogen
deficiency in
post-menopausal
women
Post-menopausal
osteoporosis
Patch
Estraderm/
Estraderm MX
estradiol
Symptoms of estrogen
deficiency in
post-menopausal
women
Post-menopausal
osteoporosis
Patch
Estragest
TTS
estradiol norethisterone acetate
Symptoms of estrogen
deficiency in
post-menopausal
women
Post-menopausal
osteoporosis
Patch
21
Miacalcin/
Miacalcic
salmon calcitonin
Osteoporosis
Paget's disease
Hypercalcemia
Nasal spray
Ampoule
Vial
Vivelle-Dot/
Estradot
estradiol
Symptoms of estrogen
deficiency in
post-menopausal
women
Post-menopausal
osteoporosis
Patch
Voltaren
diclofenac
Inflammatory forms of
rheumatism
Pain management
Coated tablet
Drop
Ampoule
Suppository
Gel
SPECIALTY MEDICINES
Oncology &
Hematology
Femara
letrozole tablets/
letrozole
Advanced
post-menopausal
breast cancer
(worldwide)
Extended adjuvant use
in early breast cancer
following tamoxifen
Coated tablet
Gleevec/
Glivec
imatinib mesylate/
imatinib
Certain forms of
Chronic myeloid
leukemia (CML)
Certain forms of
gastrointestinal stromal
tumors (GIST)
Tablet
Capsule
Sandostatin
LAR/
Sandostatin SC
octreotide acetate for
injectable suspension/
octreotide acetate
Acromegaly
Symptoms associated
with functional
gastroenteropancreatic
endocrine tumors
Vial
Ampoule
Pre-filled syringe
Zometa
zoledronic acid for
injection/zoledronic acid
Hypercalcemia of
malignancy
Prevention of
skeletal-related events
in patients with bone
metastases from solid
tumors
Liquid concentrate
Vial
22
Transplantation
& Immunology
Certican
everolimus
Prevention of organ
rejection following heart
or kidney transplantation
Tablet
Tablet for oral
suspension
Myfortic
mycophenolic acid
Prevention of graft
rejection following
kidney transplantation
Enteric coated tablet
Neoral
cyclosporine, USP
modified
Prevention of graft
rejection following
organ and bone
marrow
transplantation
Severe psoriasis
Rheumatoid
arthritis
Capsule
Oral solution
Simulect
basiliximab
Acute organ rejection
in de novo renal
transplantation
Atopic dermatitis
(eczema)
Uveitis
Nephrotic syndrome
Vial
Ophthalmics
Visudyne
verteporfin
Age-related macular
degeneration
(all forms of wet AMD)
Vial, activated
by laser light
Zaditor/
Zaditen
ketotifen
Allergic conjunctivitis
Eye drops
23
Compounds in Development
The following table describes some of our compounds and new indications for our existing products presently under development. "Submission" means that product
registration documents have been submitted to the FDA, to regulatory authorities in the EU (by either the centralized or mutual recognition procedure) and/or to national health authorities in Europe,
but not necessarily in all jurisdictions.
Therapeutic
area
Project/
Compound
Generic
name
Indication
Mechanism of action
Formulation
Planned filing
dates/Current
phase
PRIMARY
CARE
Cardiovascular
& Metabolism
Diovan
valsartan
Heart failure in
patients intolerant
of ACE inhibitors
(Val-HeFT)
Angiotensin-II
receptor
blocker
Oral
US (approved)
EU
(submitted)
Approved in
five markets
Post-myocardial
infarction
(VALIANT)
Oral
US/EU
(submitted)
Approved in
22 markets
Diovan and
Starlix
valsartan and
nateglinide
Prevention of
new onset type 2
diabetes,
cardiovascular
morbidity and
mortality
(NAVIGATOR)
Oral
³
2007/III
Lotrel
amlodipine
besylate and
benazepril
hydrochloride
Hypertension
(5-40 and 10-40)
ACE inhibitor
and calcium
channel blocker
Oral
US
(Submitted)
High-risk
hypertension
(ACCOMPLISH)
Oral
³
2007/III
LAF237
vildagliptin
Type 2 diabetes
Dipeptidyl-pepidase
(DPP-4) inhibitor
Oral
2006/III
SPP100
aliskiren
Hypertension
Renin inhibitor
Oral
2006/III
NKS104
pitavastatin
Dyslipidemia
HMG CoA reductase
inhibitor
Oral
³
2007/II
LBM642
TBD
Dyslipidemia
PPAR alpha and
gamma dual agonist
TBD
³
2007/I
FAD286
TBD
Congestive heart
failure
TBD
TBD/I
VNP489
TBD
Hypertension
NEP inhibitor
TBD
TBD/I
24
Neuroscience
Focalin XR
methylphenidate
Attention-deficit
hyperactivity disorder
Dopamine transport
blocker
Oral
US
(submitted)
Exelon TDS
rivastigmine
tartrate
Alzheimer's disease
Cholinesterase
inhibitor
Transdermal
patch
2006/III
Exelon
rivastigmine
tartrate
Non Alzheimer's
dementia
Cholinesterase inhibitor
Oral
2005/III
Trileptal NP
oxycarbazepine
Neuropathic pain
Voltage sensitive
sodium channel
blocker
Oral
2007/III
LIC477
licarbazepine
Bipolar disorder
Voltage sensitive
sodium channel
blocker
Oral
2007/III
AMP397
TBD
Epilepsy
AMPA receptor
antagonist
Oral
³
2007/II
SAB378
TBD
Neuropathic pain
Cannabinoid-1
receptor agonist
Oral
³
2007/II
FTY720
TBD
Multiple sclerosis
Sphingosine-1-
phosphate receptor
agonist
Oral
³
2007/II
AEP924
TBD
Depression
Somatostatin receptor
antagonist
TBD
³
2007/I
XBD173
TBD
Generalized
anxiety disorder
Mitochondrial
benzodiazepine
receptor agonist
Oral
³
2007/I
25
Respiratory &
Dermatology
Foradil
formoterol
Multi-dose dry
powder inhaler
in asthma
Long-acting beta-2
agonist
Dry powder
for inhalation
US/EU
(submitted)
Approved in
five European
countries
Xolair
omalizumab
Allergic asthma
Anti-IgE monoclonal
antibody
Sub-
cutaneous
US (approved)
EU (submitted)
Peanut allergy
Anti-IgE
monoclonal
antibody
Sub-
cutaneous
2007/I
New formulations
Anti-IgE
monoclonal
antibody
Liquid
formulation
2007/I
Lamisil
terbinafine
Fungal infection
of the scalp in
children
Fungal squalene
epoxidase inhibitor
Oral
2006
(US)/III
Nail lacquer for
fungal infection
Fungal squalene
epoxidase inhibitor
Nail Lacquer
³
2007/I
Elidel
pimecrolimus
Seborrheic
dermatitis
T-cell and mast cell
inhibitor
Cream
2006/II
Atopic dermatitis
in infants
2006/III
Chronic hand
dermatitis
2006/III
Elidel Ointment
pimecrolimus
Inflammatory skin
diseases
T-cell and mast
cell inhibitor
Ointment
2006/II
ASM981
pimecrolimus
oral
Inflammatory
skin diseases
T-cell and mast
cell inhibitor
Oral
TBD/II
QAB149
TBD
Asthma
Chronic obstructive
pulmonary disease
Once-daily beta-2
agonist
Inhalation
2007/II
Foradil/
mometasone
Formoterol/
mometasone
Asthma
Chronic obstructive
pulmonary disease
Long-acting beta-2
agonist/inhaled
corticosteroid
Inhalation
2007/I
ACZ885
TBD
Asthma
Monoclonal antibody
to IL-1 beta
TBD
2007/I
VAG624
TBD
Acne
Steroid sulfatase
inhibitor
TBD
TBD/I
ABN912
TBD
Asthma
Monoclonal antibody to
monocyte
chemoattractant
protein-1
Phase I:
First clinical trial of a new compound, generally performed in a small number of human volunteers, to assess clinical safety, tolerability as well as metabolic and pharmacologic
properties.
Phase II:
Clinical studies that test the safety and efficacy of the compound in patients with the targeted disease with the goal of determining the appropriate doses for further testing and
evaluating study design as well as identifying common side effects and risks. (Cancer drugs, as well as those for other life-threatening diseases, can sometimes be submitted for approval based on only Phase II data).
Phase III:
Large-scale clinical studies with several hundred or several thousand patients to establish safety and effectiveness for regulatory approval for indicated uses and to evaluate the
overall benefit-risk relationship.
The tables shown above and the summary that follows describe key products and compounds in development in the Pharmaceuticals Division. Unless
otherwise indicated, and subject to required regulatory approvals and, in certain instances, contractual limitations, we intend to sell our marketed products throughout the world. These same compounds
are in various stages of development throughout the world. For some compounds, the development process is ahead in the US, for other compounds, development is behind in the US. Due to the
uncertainties associated with the development process, and due to regulatory restrictions in some countries, including the US, it may not be possible to obtain regulatory approval for any or all of
the new compounds and new indications referred to in this Form 20-F.
Primary Care
Cardiovascular & Metabolism
Novartis is a world leader in offering products to treat cardiovascular disease, particularly high blood pressure (hypertension), elevated cholesterol
(hyperlipidemia) and heart failure. We believe that our broad portfolio of cardiovascular and metabolic agents offer some of the best tools available today to treat and protect patients along critical
points of the cardiovascular continuumfrom novel treatments for type 2 diabetes and medicines to manage hypertension and high cholesterol, to life-saving therapies following
heart attack and for patients who are suffering from heart failure.
29
Our pipeline includes compounds with the potential to change the way cardiovascular and metabolic diseases are treated, in particular the oral DPP-4 inhibitor LAF237
(vildagliptin) for type 2 diabetes and the oral renin inhibitor SPP100 (aliskiren) for hypertension.
Key Marketed Products
Diovan
(valsartan) and
Co-Diovan/Diovan HCT
(valsartan and
hydrochlorothiazide) are leaders in the angiotensin II receptor blocker (ARBs) class of anti-hypertensive (high-blood pressure) agents. The ARB drug class has been a key growth
driver in the global anti-hypertensive market, with
Diovan
consistently ranking as the most prescribed brand in this class, according to IMS
Health.
Diovan
specifically inhibits a hormone, angiotensin II, from binding to a receptor and causing arteries to tighten and narrow, an action that
can cause high blood pressure. The fixed combination product
Co-Diovan
, which includes the diuretic hydrochlorotiazide, provides additional
efficacy for patients who require a greater reduction in blood pressure than can be achieved with either agent alone. In the US,
Diovan
is approved for
the treatment of hypertension as well as for congestive heart failure in patients who are intolerant of angiotensin converting enzyme (ACE) inhibitors, another class of anti-hypertensive
agents. Besides the US,
Diovan
is available in more than 50 countries for the treatment of heart failure and in more than 80 for the treatment of
hypertension.
Diovan
was first launched in 1996.
Lescol/Lescol XL
(fluvastatin sodium) is a statin lipid-lowering agent approved as an adjunct to diet for reducing elevated
total cholesterol levels (hyperlipidemia) as well as to treat abnormal cholesterol levels (dyslipidemia) and to slow the progression of hardening of the arteries (atherosclerosis) in patients with
coronary heart disease. Lescol was first launched in the UK in 1995 and it is also indicated for use in reducing the risk of undergoing coronary revascularization procedures in patients with coronary
heart disease.
Lescol XL
is an extended-release formulation launched in 2000 to allow for once-daily dosing.
Lotensin/Cibacen
(benazepril) is an ACE inhibitor used to treat high blood pressure that was first launched in 1989 as
Cibacen
in some areas of the world and then in 1991 in the US under the trade name
Lotensin
. In
addition, in certain countries this medicine is approved for use as an adjunct therapy in heart failure and for the treatment of chronic renal insufficiency, a kidney disorder. A fixed-combination
product called
Lotensin HCT/Cibadrex
has been developed as a second-line high blood pressure therapy that combines benazepril hydrochloride
with hydrochlorothiazide, a widely used diuretic. In January 2005, the Swedish specialty medicines company Meda acquired the rights to
Cibacen
and
Cibadrex
in most European markets for a cash payment of $135 million.
Lotrel
(benazepril and amlodipine) is a fixed combination anti-hypertensive treatment consisting of the ACE
inhibitor benazepril used in
Lotensin/Cibacen
and the leading calcium antagonist amlodipine. Launched in 1996 and only available in the US,
Lotrel
has been
ranked by IMS Health as one of the leading prescribed branded combination anti-hypertensive therapies in the US since 2002.
Starlix
(nateglinide) is an oral blood-glucose lowering agent for use in patients with type 2 diabetes. The drug helps to
control blood glucose levels at mealtime through a rapid onset of action for a short duration. Launched in both the US and EU in 2001, it is approved in the EU for use in combination therapy with
metformin, another type of oral anti-diabetic agent. In the US,
Starlix
is approved as a monotherapy in patients initiating drug treatment
and in combination with the oral anti-diabetic agents metformin or thiazolidinediones.
New Indications in Development
Diovan
(valsartan) has been approved for congestive heart failure in the US and in other global markets. Additionally,
Novartis has filed for this indication in the EU based on the positive clinical benefits in heart failure in the large-scale VAL-HEFT trial.
Diovan
has also been filed in the US
30
and
EU for use in the treatment of patients following a heart attack, known as "post-myocardial infarction," based on data from the VALIANT trial. To date,
Diovan
has been approved for this indication in
over 22 countries. In addition,
Diovan
is in further
development for prevention of new-onset type 2 diabetes and cardiovascular disease in patients with impaired glucose tolerance (IGT).
Diovan
is currently being investigated alone and in combination with
Starlix
(nateglinide) in the NAVIGATOR (Nateglinide and Valsartan in Impaired Glucose
Tolerance and Outcomes Research) trial. At its conclusion, the trial will demonstrate whether
Diovan
and/or
Starlix
can reduce the incidence of
cardiovascular disease events and prevent people with IGT from progressing to clinical diabetes. Results are
expected to be available in 2008.
Starlix
(nateglinide) is currently being investigated in combination with
Diovan
as part of the NAVIGATOR trial.
Lotrel
(amlodipine besylate and benazepril hydrochloride) has two new dosages being developed for hypertension
(
Lotrel
5-40 and
Lotrel
10-40). We received an "approvable" letter from the FDA
for these new dosages, requesting additional data before the dosages can be approved. We are conducting further studies in order to develop that data, and expect the studies to be completed in the
second quarter of 2005. In addition, more than 12,000 patients are being treated with
Lotrel
or with a combination of benazepril hydrochloride and the
diuretic hydrochlorothiazide in the ACCOMPLISH trial that began in October 2003 to investigate cardiovascular morbidity and mortality in patients with high-risk hypertension
Compounds in Development
LAF237
(vildagliptin) is an oral dipeptidyl peptidase (DPP)-4 inhibitor in Phase III development for the treatment of type 2 diabetes. The first in a novel class
called incretin enhancers, vildagliptin increases levels of two specific incretin hormones found in the
stomachglucagon-like peptide (GLP)-1 and gastric inhibitory polypeptide (GIP)by blocking the action of DPP-4, an enzyme that normally
inactivates them. GLP-1 and GIP are secreted from the intestine in response to food and stimulate insulin production by the beta cells of the pancreas. GLP-1 also reduces the
secretion of glucagon, a hormone that signals the liver to produce glucose. In this way, LAF237 helps to address the imbalance between insulin supply and demand, one of the underlying causes of type 2
diabetes. LAF237 is currently in Phase III development after Phase IIb studies showed it to be efficacious both as monotherapy and in combination with metformin as well as showing a good safety and
tolerability profile. In addition, the combination of LAF237 and metformin showed good durability of efficacy over a one-year period compared to metformin alone. Phase III data are
expected at the end of 2005. Submission is planned for early 2006.
SPP100
(aliskiren) is the first in a new class of hypertension agents called renin inhibitors that offers a once-daily treatment with efficacy and safety comparable to
angiotensin-receptor blockers (ARBs), another class of high blood pressure treatments. In contrast to other antihypertensive agents, SPP100 lowers renin enzyme activity in the bloodstream, so it may
have the potential to better protect against heart attacks (myocardial infarction) and kidney disease. Phase IIb/III data confirmed efficacy as a monothereapy and suggested benefits of combination
with ARBs. Phase III data are expected in Q3 2005. The first regulatory submission is planned for early 2006.
NKS104
(pitavastatin) is a lipid-lowering agent in development for the treatment of elevated total cholesterol. Novartis has the European marketing rights under a licensing
agreement from Kowa. Clinical trials have shown that NKS104 lowers "bad" LDL cholesterol and triglycerides while increasing "good" HDL cholesterol levels. It is currently in Phase II development.
LBM642
is a preoxisome proliferator-activated receptor (PPAR) alpha and gamma dual agonist being developed for the treatment of abnormal cholesterol (dyslipidemia), diabetes
and obesity. Triglyceride-lowering effects have been demonstrated in a Phase I trial, and additional Phase I trials are ongoing with respect to diabetes.
31
FAD286
is a novel compound for the treatment of congestive heart failure, currently in Phase I trials.
VNP489
is the combination of a novel inhibitor of the neutral endopeptidase and valsartan, now in Phase I trials for the treatment of hypertension.
Neuroscience
Novartis has been a leader in the neuroscience area for more than 50 years, having pioneered early breakthrough treatments for a series of disorders that
include Alzheimer's disease, Parkinson's disease, attention deficit/hyperactivity disorder, epilepsy, depression, schizophrenia and migraine.
Among
our leading products are the anti-epileptic
Trileptal
, which has been used to treat over one million adults and children
suffering from epilepsy, and
Exelon
, which was first approved in 1997 and is now available for the treatment of mild to moderate Alzheimer's disease in
more than 70 countries.
Novartis
continues to be active in the research and development of new compounds and is committed to addressing unmet medical needs as well as supporting patients and their families
affected by these disorders. Ongoing research to extend the current product portfolio in Neuroscience includes projects in psychiatric diseases (bipolar disorder, psychosis, depression and anxiety),
neurological disorders (Alzheimer's disease, multiple sclerosis, amyotrophic lateral sclerosis) and chronic pain.
Key Marketed Products
Clozaril/Leponex
(clozapine) remains a leading anti-psychotic for treatment-resistant schizophrenia. First
launched in the 1970s and facing generic competition in the US and many other markets, this product is also indicated for the prevention of suicidal behavior in patients with schizophrenia or
schizo-affective disorder.
Comtan
(entacapone) treats Parkinson's disease by enhancing the action of levodopa, the standard therapy for Parkinson's
disease. The compound is licensed from Orion Pharma, which retains exclusive rights to market
Comtan
under a different brand name in certain European
countries.
Exelon
(rivastigmine tartrate) is a symptomatic treatment of mild to moderate Alzheimer's disease dementia. It belongs to a
class of drugs known as cholinesterase inhibitors (ChEI's) that increase neurotransmitter activity in the brain. It was approved for the treatment of Alzheimer's disease in 1997 and is currently used
in over 70 countries with over 2.8 million patient years of treatment.
Focalin
(dexmethylphenidate HCl) is the single isomer version of methylphenidate and is approved in the US for the treatment
of ADHD (attention deficit/hyperactivity disorder). This compound is licensed from Celgene Corporation.
Ritalin LA
(methylphenidate hydrochloride) is a once-daily formulation of
Ritalin
launched in 2002 for
the treatment of attention-deficit hyperactivity disorder in both children and adults. This product, which removes the need
for a midday dose, has been approved in a number of countries, including the US, EU and countries in Latin America.
Stalevo
(carbidopa, levodopa and entacapone) is an optimized levodopa product indicated for the treatment of Parkinson's
disease patients with signs and symptoms of end-of-dose "wearing off." This product combines levodopa, considered the most effective treatment for Parkinson's disease, with the
enzyme inhibitors carbidopa and entacapone. It has been shown to significantly improve the ability of patients with Parkinson's disease to perform everyday tasks and to reduce symptoms associated with
the disease. Licensed from Orion Pharma,
Stalevo
was first launched in the US in 2003 and is now available in all major European markets. Orion retains
exclusive rights to this product in certain Scandinavian countries, Germany, the UK and Ireland.
Tegretol XR/CR
(carbamazepine) is the long-acting formulation of
Tegretol,
which has long been a
mainstay for the treatment of epileptic seizures and has faced generic competition for some time.
32
First
launched in 1996,
Tegretol XR/CR
is also indicated in the US for the treatment of pain associated with trigeminal neuralgia, which is
characterized by attacks of intense pain affecting the face, as well as for the treatment of acute mania and bipolar affective disorders in the EU.
Trileptal
(oxcarbazepine) is an anti-epileptic drug for the treatment of partial seizures as adjunctive or
monotherapy in both adults and children over age 4. It acts by stabilizing neuronal functions, thereby controlling and limiting the spread of seizures. First approved in Europe in 1999 and in the US
in 2000,
Trileptal
can be used as a monotherapy in adults and children or in combination with other anti-epileptic medicines in adults.
New Indications in Development
Exelon
(rivastigmine tartrate) is in development for further indications like dementia associated with Parkinson's disease.
In addition, a transdermal formulation called
Exelon TDS
is in Phase III development for Alzheimer's disease and aims to increase patient convenience
and compliance due to improved tolerability of the therapy.
Focalin XR
(dexmethylphenidate HCl) is the single-isomer version of methylphenidate, the active ingredient in
Ritalin
. A long-acting formulation was submitted for US regulatory approval in July 2004 for the treatment of pediatric and adult
attention-deficit hyperactivity disorder. This compound is licensed from Celgene.
Focalin XR
uses SODAS technology, a proprietary drug
delivery technology under license from Elan.
Exelon
(rivastigmine tartrate) is in development for additional indications and formulations. A transdermal formulation,
Exelon
TDS
, is in Phase III for Alzheimer's disease, and is aimed at increasing patient convenience and compliance due to improved tolerability of the
therapy.
Trileptal NP
(oxcarbazepine) is in Phase III for the treatment of neuropathic pain.
Trileptal
(oxcarbazepine) is being prepared for US and EU submission to extend the pediatric indication down to one month of
age.
Compounds in Development
LIC477
(licarbazepine) is a sodium channel blocker. Phase III trials were initiated in 2004 for the treatment of acute manic episodes in bipolar disorders.
AMP397
is an AMPA receptor antagonist in Phase II development for treating epilepsy.
SAB378
is a cannabinoid-(CB)-1 receptor agonist in Phase II development for the treatment of neuropathic pain.
FTY720,
an oral immunomodulator with a novel mechanism of action, has shown significant efficacy in multiple sclerosis (MS) in a Phase II study. FTY720 has the potential to
become the first efficacious oral therapy for MS, a condition estimated to affect more than one million people worldwide. Data from the Phase II study showed a significant reduction in the relapse
rate and in the number of brain lesions detected by MRI scan as well as a longer time to first relapse. The vast majority of patients are continuing in the extension phase. One-year data are expected
in mid-2005. Phase III studies are planned to start in mid-2005. FTY720 is licensed from Mitsubishi.
AEP924
is a somastatin receptor antagonist in Phase I trials for the treatment of depression.
XBD173
is a mitochondrial benzodiazepine ligand in Phase I trials for the treatment of anxiety.
Iloperidone
has been out-licensed to Vanda Pharmaceuticals, Inc., while AAG561 and TCH346 have been terminated.
33
Respiratory & Dermatology
Our current focus in dermatology is on the treatment of two very common diseasesthe inflamed skin condition known as atopic dermatitis, or eczema,
and fungal nail infections. Novartis offers a series of leading medicines for these conditions.
Elidel
is the first and only non-steroid
cream for eczema, a disease that affects about 10% of children in the US, while
Lamisil
is the most frequently prescribed treatment worldwide for fungal
nail infection.
Novartis
also offers various therapies in the respiratory field, including the long-acting bronchodilator
Foradil
for the
treatment of asthma and chronic obstructive pulmonary disease (COPD). In addition, we are developing
Xolair
, a novel biological therapy already approved
in the US, Australia, New Zealand and Brazil that targets an underlying cause of allergic asthma.
Key Marketed Products
Elidel
(pimecrolimus cream) is the first non-steroid cream approved for the treatment of atopic dermatitis, a
skin condition commonly known as eczema, in adults and children. It is one of the first new eczema treatments introduced since the 1950s, when topical corticosteroidshistorically the
mainstay of therapybecame available. First launched in 2002 in the US,
Elidel
is now registered in approximately 90 countries, including
many EU markets.
Foradil
(formoterol fumarate) is a long-acting bronchodilator that offers 5 minute onset of action and 12 hour
relief of symptoms for patients with asthma and chronic obstructive pulmonary disease (COPD), which includes chronic bronchitis and emphysema. It was first approved and launched in Switzerland in
1994, followed by other key European markets in 1997. US approval was granted in 2001, and Novartis then licensed
Foradil
to Schering-Plough in 2002 in
the US but continues to market and distribute the product in other areas of the world.
Foradil Aerolizer
is a single-dose dry powder
inhaler, while a metered-dose inhaler is available in some countries. This product is licensed from Yamanouchi.
Lamisil
(terbinafine) is a leading therapy for onychomycosis, also known as fungal nail infection.
Lamisil
tablets kill the fungus that causes the infection at its source, working through the patient's bloodstream. This product was first launched in
1991 and is now available in more than 90 countries, with the US being the leading market.
Lamisil
tablets are also approved for treating
athlete's foot (tinea pedis) and fungal infection of the scalp (tinea capitis) in some countries, though not yet in the US. Our Consumer Health Division's OTC Business Unit markets
over-the-counter (OTC) cream formulations of
Lamisil
for use in treating athlete's foot in many markets, including the US.
Xolair
(omalizumab) is the first humanized therapeutic antibody for the treatment of allergic asthma and the first approved
therapy designed to target the antibody IgE, a key underlying cause of the symptoms of allergic asthma.
Xolair
is the only asthma treatment dosed every
two or four weeks and is administered by subcutaneous injection. In the US and Canada,
Xolair
is indicated for use in adults and children over age 12
with moderate-to-severe allergic asthma whose symptoms are inadequately controlled with inhaled corticosteroids.
Xolair
, which
gained US and Australian regulatory approval in 2003, is being jointly developed with Genentech and Tanox, and is co-marketed in the US by Novartis Pharmaceuticals Corporation and
Genentech.
Xolair
has also been submitted for EU regulatory approval for the treatment of severe allergic asthma.
New Indications in Development
Foradil
(formoterol) has received an approvable letter in the US for the
Certihaler
formulation
.
The
Certihaler
is a novel,
breath-activated multi-dose dry powder inhaler technology that was developed by SkyePharma, which will also manufacture the device. The
Certihaler
has a dose counter which is easy to read and also gives
patients confirmation that the full dose has been administered. We licensed the
exclusive US distribution and marketing rights for this product to Schering-Plough.
34
Product
registration files for the
Foradil Certihaler
have also been submitted in Europe and the rest of the world, and regulatory approvals have been
received in five European countries and Mexico. This replaces a prior agreement with Ivax to market
Foradil
with Ivax's Airmax® device,
which has been discontinued. In 2002, we entered into a co-development and co-commercialization agreement with Schering-Plough to bring to market a fixed-dose combination
Foradil
product with the
inhaled steroid mometasone. The Phase I/II program for the fixed-dose combination product is expected to start in
2005, and submission is planned for 2007.
Xolair
(omalizumab) is being studied in clinical trials in patients with peanut allergy and in children ages 6-12
with allergic asthma. A liquid formulation to improve patient convenience is also in development. This product is being jointly developed with Genentech and Tanox.
Lamisil
(terbinafine) is in Phase III development for ringworm of the scalp (tinea capitis). A new topical formulation (nail
lacquer) is also in phase I for the treatment of fungal nail infections.
Elidel
(pimecrolimus) cream 1% is in Phase II development for seborrheic dermatitis and in Phase III development for atopic
dermatitis in infants, chronic hand dermatitis and prophylactic treatment of severe atopic dermatitis.
Compounds in Development
QAB149
has the potential to be the first beta-2 agonist that offers true 24-hour control for the treatment of asthma and chronic obstructive
pulmonary disease (COPD). This compound, which is currently in Phase II, has been shown to have a fast onset of action and proven efficacy for over 24 hours with once-daily dosing.
It is expected to have an improved side-effect profile compared to current beta-2 agonists. We have entered into an agreement with SkyePharma to develop QAB149 using the
Certihaler
multi-dose dry powder
inhalation device. Regulatory submissions are planned for 2007. Several options for combinations are
currently being evaluated in parallel.
ASM981
(pimecrolimus, the active component of Elidel cream) oral and ointment formulations are also in Phase II development for inflammatory skin diseases.
ACZ885
is an inhibitor of IL-1 mediated eosinophilla and lung macrophage accumulation that is in Phase I development for the treatment of asthma and chronic
obstructive pulmonary disease (COPD).
VAG624
is a steroid sulphatase inhibitor in Phase I development for the treatment of acne.
ABN912
is a fully human monoclonal antibody to Monocyte Chemoattractant Protein-1 in Phase I development for the treatment of asthma and chronic obstructive
pulmonary disease (COPD).
QAN747
is a novel compound in Phase I development for the treatment of asthma and chronic obstructive pulmonary disease (COPD).
QAE397
is a novel compound for the treatment of asthma and chronic obstructive pulmonary disease (COPD).
QAK423
is a novel compound in Phase I development for the treatment of asthma and chronic obstructive pulmonary disease (COPD).
The primary focus of this therapeutic area is on patients with a variety of internal diseases that have significant unmet medical needs, particularly in the areas
of gastrointestinal disorders (including urinary incontinence), arthritis, osteoporosis, the treatment of pain and infectious diseases.
35
We have entered the gastrointestinal market with the launch of
Zelnorm/Zelmac
for the treatment of irritable bowel syndrome (IBS), a
condition where the bowel (large intestine) does not function properly. More than 40 million Americans are estimated to suffer from IBS with constipation, and
Zelnorm/Zelmac
is the first and only
medication approved to treat this condition.
Zelnorm/Zelmac
is also
approved for the treatment of chronic idiopathic constipation in the US and several other countries. We intend to further strengthen our GI franchise with development efforts regarding the use of
Zelnorm/Zelmac
to treat upper gastrointestinal disorders such as dyspepsia, gastroesophageal reflux disease (GERD) and other conditions.
Another
important area of focus are bone disorders like osteoporosis, a progressive disease that causes bones to become thin and porous, increasing the risk for fractures. Led by
Miacalcin/Miacalcic
, Novartis
has a number of treatments in development for this disease, which is estimated to affect up to one in three women over age
50 worldwide, according to the International Osteoporosis Foundation. The most advanced compound in development for bone disorders is
Aclastsa
, which
was submitted in the US for the treatment of Paget's disease in 2004 and is being studied for use in osteoporosis.
Our
infectious diseases portfolio consists of three main areas: anti-virals, anti-bacterials and tropical medicine. We market
Famvir
for herpes and
Coartem
for
malaria. Ongoing research and development efforts are focused on new
specific anti-virals against Hepatitis B and C as well as on novel antibiotics for respiratory tract infections. We established Infectious Diseases as a separate franchise following our
May 2003 purchase of a majority of the outstanding capital stock of Idenix Pharmaceuticals, Inc. As a result of that transaction, we obtained certain rights to market Idenix products as
well as options to license additional Idenix compounds in the future.
Key Marketed Products
Enablex/Emselex
(darifenacin) is a once-daily oral treatment that is part of a new group called
M3-selective receptor antagonists for the treatment of overactive bladder. Known as Enablex in the US and Emselex in the EU, this product was approved in the EU in October 2004 and
approved in the US in December 2004.
Enablex/Emselex
has been shown to effectively
reduce the number of weekly incontinence episodes by up to 77% versus placebo. It was acquired from Pfizer in April 2003.
Famvir
(famciclovir) is an anti-viral agent for the treatment of recurrent genital herpes, a
sexually-transmitted, life-long disease, and shingles (herpes zoster), which is caused by the reactivation of the highly contagious variacella-zoster virus, the same virus that causes
chickenpox. Other indications include the treatment of recurrent mucocutaneous herpes simplex infections in HIV-infected patients.
Zelnorm/Zelmac
(tegaserod) is the first in a new class of medicines known as serotonin-4 (5-HT4)
receptor partial agonists approved for the short-term treatment of the multiple symptoms associated with irritable bowel syndrome with constipation (IBS-C) in women. This
product, which is known as
Zelnorm
in North America and South Africa, and
Zelmac
in other markets, acts
by decreasing the visceral sensitivity of the intestinal tract, increasing intestinal secretion and increasing gastro-intestinal motility. This reduces the impact of symptoms such as abdominal pain,
bloating and constipation. In 2004,
Zelnorm
received US approval to become the first treatment approved for chronic idiopathic constipation in men and
women under age 65. First launched in 2002, this product has now been approved in more than 30 countries and has been submitted for EU approval.
Coartem
/
Riamet
(artemether and lumefantrine) is an effective and
well-tolerated anti-malarial treatment for adults and children that achieves cure rates of up to 95%, based on clinical trial data, even in malaria patients with
multi-drug resistance. It is indicated for treatment of falciparum malaria, the most dangerous form of malaria.
Coartem
is the only
fixed-dose combination of the two agents artemether, an artemisinin derivative, and lumefantrine, known as the Artemisinin
36
Combination
Therapy (ACT).
Coartem
, which is also marketed commercially as
Riamet
in some countries, was
co-developed by Novartis in collaboration with Chinese parties that supply some of the active ingredients (artemether) and is produced in China by Novartis. First approved in 1998,
Coartem
is currently
registered in approximately 75 countries. Novartis has provided more than six million treatments at cost to the World Health
Organization (WHO) as part of the Roll Back Malaria initiative since 2002. The WHO has added
Coartem
to its List of Essential Medicines, and Novartis is
increasing production capacity to help meet a significant increase in demand for the ACT therapy.
Voltaren
(diclofenac sodium) is a leading non-steroidal anti-inflammatory drug (NSAID) for the
treatment of inflammatory and degenerative
forms of rheumatism, and in the treatment of pain and inflammation. This product, which faces generic competition, has a wide variety of ingestible dosage forms marketed by the Pharmaceuticals
Division as well as a topical therapy offered as
Voltaren Emugel
in several markets for the treatment of inflammation of tendons, ligaments, muscles and
joints as well as certain localized forms of rheumatism.
Miacalcin/Miacalcic
(salmon calcitonin) is an important treatment for bone metabolic diseases, especially for established
post-menopausal osteoporosis in women.
Miacalcin/Miacalcic
was first launched as an injection in 1974 and as a nasal spray in 1986, and it
was first launched as an injection in the US in 1989 and in 1995 in an intra-nasal form. It contains chemically synthesized salmon calcitonin, a thyroid hormone that regulates the calcium content in
the blood. Available in the US in both injectable form and as a nasal spray,
Miacalcin/Miacalcic
is indicated for use in women with low bone mass more
than five years after menopause who refuse or cannot tolerate estrogens or in whom estrogens are contraindicated. As injection, it is also indicated for the treatment of symptomatic Paget's disease, a
chronic condition that causes the growth of abnormal bone, and for the treatment of hypercalcenia, when a rapid decrease in serum calcium is required.
Combipatch/Estalis
(estradiol & norethindrone acetate transdermal system) is a combination estrogen/progestin
treatment for symptoms of estrogen deficiency in post-menopausal women, and the prevention of post-menopausal osteoporosis. The product offers a convenient treatment in a
single patch for patients with an intact uterus.
Combipatch
is not approved in the US for the prevention of post-menopausal osteoporosis.
This product is sublicensed from Aventis for sale in countries outside the US and Japan under the brand name
Estalis
. In the US, the product is licensed
by Noven Pharmaceuticals to Vivelle Ventures, which is a joint venture between Noven and our US affiliate, for sale under the brand name
Combipatch
.
Estraderm
and
Estraderm MX
(estradiol transdermal system) are
estrogen-only treatments for symptoms of estrogen deficiency in post-menopausal women, and prevention of post-menopausal osteoporosis. These are earlier generations
of transdermal patches.
Estragest TTS
(estradiol & norethindrone acetate transdermal system) is a low-dose combination
estrogen/progestin treatment for symptoms of estrogen deficiency in post-menopausal women, and prevention of post-menopausal osteoporosis.
Estragest
TTS
is an earlier generation of transdermal patches.
Estragest TTS
offers a high amenorrhea rate in a single patch for patients
with an intact uterus. This product is not approved in the US.
Vivelle-Dot/Estradot
(estradiol transdermal system), licensed from Noven Pharmaceuticals is an
estrogen-only treatment for symptoms of estrogen deficiency in post-menopausal women, and prevention of post-menopausal osteoporosis.
Vivelle-Dot/Estradot
is the smallest estrogen patch available and
offers a thin, flexible and discreet hormone therapy. The lowest dose of
Vivelle-Dot/Estradot
(0.025 mg/d) is approved for the prevention of post-menopausal osteoporosis.
New Indications in Development
Zelnorm/Zelmac
(tegaserod maleate/tegaserod) has been submitted for EU approval for the treatment of irritable bowel syndrome
with constipation in women. In addition,
Zelnorm/Zelmac
is
37
under
development for the treatment of various upper gastro-intestinal tract disorders, such as severe upset stomach (dyspepsia), which is in Phase III, and gastroesophageal reflux disease (GERD),
which is in Phase II.
Aclasta
(zoledronic acid) is a bisphosphonate being developed for the treatment of various benign metabolic bone diseases,
including osteoporosis and Paget's disease.
Aclasta
was submitted for US and EU regulatory approval in 2004 for the treatment of Paget's disease
following positive Phase III trial results. The product name is subject to regulatory approval, as well. On January 20, 2005, the EU's Committee for Medicinal Products for Human Use (CHMP)
recommended that the European Commission grant a Marketing Authorization for
Aclasta
for the treatment of Paget's disease in all 25 EU countries
plus Norway and Iceland. A Phase II trial in post-menopausal osteoporosis patients demonstrated that zoledronic acid, administered as a once-yearly infusion, induced sustained
reduction in bone resorption and significant increases in bone mineral density at different skeletal sites. Phase III trials in different osteoporosis target groups (treatment and prevention of
postmenopausal osteoporosis, male osteoporosis, corticosteroid-induced osteoporosis, prevention of recurrent clinical fracture after acute hip fracture) are currently in progress. Zoledronic acid at a
different dosing regimen is marketed for oncology indications under the brand name
Zometa
.
Compounds in Development
Prexige
(lumiracoxib) is a COX-2 inhibitor that was submitted for US and UK regulatory approval as well as to
several other health authorities for the treatment of osteoarthritis, rheumatoid arthritis and acute pain, including painful menstrual cramps (primary dysmenorrhea).
Prexige
received its first
regulatory approval in Mexico in March 2003 for all indications, followed by approvals in Australia, Brazil, Ukraine,
New Zealand and several Latin American countries. Approval of the osteoarthritis and acute pain indications was obtained in the UK in September 2003, and the Mutual Recognition Procedure (MRP)
in the EU was started in September 2004. We received a non-approvable letter in the US in September 2003. The FDA requested the submission of the final report of the TARGET
study as well as additional clinical data for the indications of osteoarthritis and acute pain. In TARGET, lumiracoxib at two or four times the recommended daily dose for treating osteoarthritis
showed a 79% reduction in serious upper gastrointestinal ulcer complications compared to NSAIDs (naproxen 500mg twice daily and ibuprofen 800 mg three times daily). There was no significant difference
in cardiovascular safety compared to NSAIDs, and no significant difference in the frequency of serious hepatic adverse events. These findings were published in
The
Lancet
. In November 2004, we temporarily withdrew
Prexige
from the MRP due to the European Medicines Agency's (EMEA)
ongoing review of the cardiovascular safety of COX-2 inhibitors, which had been triggered by Merck's withdrawal of Vioxx® from the market. We expect to resume the MRP in
mid-2005 after the EMEA completes this review. In the US, discussions are underway with the FDA on requirements for a new cardiovascular safety study. Additional studies are already
underway to support the 100 mg dose for treating osteoarthritis. However, submission for US approval is not expected before 2007.
LDT600
(telbivudine
)
and LDC300 (
valtorcitabine)
are currently in development
for the treatment of hepatitis B. We have licensed these compounds from Idenix, a company in which we own a majority of the issued stock. We have the right to co-promote or
co-market these compounds with Idenix in the US, the UK, France, Germany, Italy and Spain, and to market these compounds on our own in the rest of the world. These compounds are currently
in Phase III and Phase II clinical trials, respectively. In addition to the license to these hepatitis B compounds, Idenix also granted us an option to license all other compounds developed by Idenix,
including Idenix's hepatitis C drug candidate, NMC283, which is currently in Phase I clinical trials.
AAE581
is a compound with a novel mode of action for the treatment of osteoporosis that is currently in Phase II development. It is a specific inhibitor of
osteoclast-derived cathepsin K, which
38
leads
to reduced collagen breakdown and osteoclast-mediated bone resorption. AAE581 has been shown to effectively suppress biological markers of bone turnover for up to 28 days in healthy
volunteers and for up to three months in healthy post-menopausal women compared to placebo.
SMC021
(calcitonin) is an oral formulation of salmon calcitonin, the active ingredient in
Miacalic/Miacalcin,
used in the
treatment of osteoporosis. This compound, a novel concept in oral peptide delivery, is currently in Phase II development for the treatment of osteoporosis.
ACZ885
is a human monoclonal antibody directed against human IL-1-beta that is in Phase I development for the treatment of rheumatoid arthritis and
respiratory diseases.
AKU517
is a reversible acid pump antagonist which is in Phase I development in collaboration with Sankyo for the treatment of gastroesophageal reflux disease (GERD), also
known as heartburn.
LBM415
is a new mode of action antibiotic known as a peptide deformylase inhibitor currently in Phase I development for respiratory tract infections.
AFG495
is a novel compound for the treatment of osteoporosis currently in Phase I trials.
RGN303
and RAD001 (rheumatoid arthritis) have been terminated.
Specialty Medicines
Oncology & Hematology
Oncology & Hematology provides a range of innovative therapies and practical solutions for cancer patients. We market products for the treatment of a
number of different cancers and for cancer complications, including advanced malignancies involving bone. Research and development in this disease area is aimed at the discovery and development of
innovative approaches to the treatment of cancer.
Novartis
ranks No. 3 worldwide in the global oncology market with a 9.1% market share as of October 2004, according to IMS Health.
Key
products include
Gleevec/Glivec,
to treat certain forms of life-threatening gastrointestinal stromal tumors (GIST) and
chronic myeloid leukemia (CML),
Femara,
a leading treatment in certain types of breast cancer, and
Zometa,
a novel treatment for certain cancers that have
spread to the bones. Important compounds in development include PTK787, an angiogenesis
inhibitor initially being studied for the treatment of colorectal cancer, and the iron chelator ICL670 for use in patients suffering from chronic iron overload.
Key Marketed Products
Femara
(letrozole) is an oral aromatase inhibitor for the treatment of certain forms of breast cancer. It works by inhibiting
the synthesis of estrogen, a hormone that promotes the growth of some breast cancers.
Femara
received US approval in October 2004 as an extended
adjuvant (post-surgery) therapy treatment for early breast cancer in post-menopausal women who have received adjuvant tamoxifen therapy for five years. Use in this setting has
also been approved in Switzerland, the UK, Mexico and other countries, and EU approval is expected in early 2005. Data from the landmark MA-17 study presented at the American Society of
Clinical Oncology, which was the basis for this new indication. The new labeling for this indication reflects data showing an overall reduced risk of recurrence (38%) and a reduction in distant
recurrences (distant metastases) of 39%.
Femara
was first launched in 1996, and it has since then received approval as a first-line
treatment for postmenopausal women with hormone receptor positive or hormone receptor unknown locally advanced or metastatic breast cancer, treatment of advanced breast cancer in postmenopausal women
with disease progression following anti-estrogen therapy, and neo-adjuvant (pre-operative) therapy.
Femara
is
currently available in more than 80 countries worldwide.
39
Gleevec/Glivec
(imatinib mesylate/imatinib) is a signal transduction inhibitor approved to treat certain forms of leukemia
and gastrointestinal stromal tumors. It is one of the first oncology drugs that validates rational drug design based on an understanding of how some cancer cells work. A signal transduction inhibitor
interferes with the pathways that stimulate the growth of tumor cells. In the US,
Gleevec
(known outside the US as
Glivec
), is indicated for the treatment
of newly diagnosed adult and pediatric patients with a form of chronic myeloid leukemia (CML). This condition is
a rare form of cancer but one of the most common adult leukemias, and it usually tests positive for the presence of the Philadelphia (Ph) chromosome.
Gleevec/Glivec
is also indicated for the treatment
of patients with certain forms of gastrointestinal stromal tumors (GIST).
Gleevec/Glivec
, which is also being studied in solid tumors, was first launched in 2001 and is now available in more than 80
countries. The Glivec
International Patient Assistance Program is now available in 71 countries and has provided treatment at no charge to more than 10,000 patients worldwide who otherwise would not have access to this
innovative therapy.
Sandostatin
SC
/Sandostatin LAR
(octreotide acetate) is primarily used for the
treatment of patients with acromegaly, a chronic disease in adults caused by over-secretion of pituitary growth hormone. Complications associated with acromegaly include cardiovascular
disease, respiratory distress such as upper airways obstruction, malignancies such as colon cancer, and carbohydrate intolerance, which can lead to diabetes.
Sandostatin
is a synthetic protein that
mimics the action of somatostatin, a naturally occurring hormone. This product is also indicated for the
treatment of certain symptoms associated with pancreatic and gastrointestinal endocrine tumors.
Sandostatin SC
, which was launched in the US in 1988, is
subject to near-term patent expirations. However, patent protection for
Sandostatin LAR
, which represents a significant and growing
proportion of our octreotide sales, continues in major markets. See "Intellectual Property" for further information.
Sandostatin LAR
is a
long-acting release formulation that requires administration once every 28 days and has
been approved for the control of symptoms such as the severe diarrhea and flushing associated with metastatic carcinoid tumors and the severe diarrhea associated with vasoactive intestinal polypeptide
secreting tumors.
Zometa
(zoledronic acid) is a treatment for certain cancers that have spread to the bones that is used most often along with
other cancer treatments, such as radiation, hormonal therapy or chemotherapy.
Zometa
, a third-generation bisphosphonate, is approved in most key markets
for the treatment of hypercalcemia of malignancy, which means tumor-induced excessive levels of calcium, as well as the treatment of skeletal-related events in patients with cancer types such as
prostate, breast, lung and multiple myeloma that have spread to involve bone.
New Indications in Development
Zometa
(zoledronic acid) has been submitted for regulatory approval in Japan for the treatment of bone metastases, an
indication approved in the US and EU in 2001.
Femara
(letrozole) has been submitted for extended adjuvant breast cancer treatment in the EU based on the MA-17
study and is in Phase III development for use in the early adjuvant treatment setting. This Phase III study, called BIG 1-98, involves nearly 8,000 post-menopausal women with
early breast cancer and will compare the utility of four different treatment paradigms of
Femara
compared to the anti-estrogen agent
tamoxifen. This trial is ongoing and initial safety and efficacy results are expected to be presented by early 2005. Submission for regulatory approval is expected in 2005 for the Femara vs. tamoxifen
arms, and data from the sequential arms of the study are expected in 2008.
40
Gleevec/Glivec
(imatinib mesylate/imatinib) is being studied as a potential treatment of solid tumors primarily as part of a
combination therapy. Preclinical data have shown that
Gleevec/Glivec
enhances the effect of chemotherapy in animal models. Phase II trials are in
progress in the following cancers: hormone-refractory prostate cancer, KIT-positive acute myeloid leukemia (AML), glioblastoma multiforme and as an adjuvant use in treating refractory
gastrointestinal stromal tumors (GIST).
Compounds in Development
ICL670
(deferasirox) is an oral iron chelator in Phase III development to reduce excess iron in the blood. Iron accumulation resulting from repeated blood transfusions,
particularly for patients with thalassemia (an inherited genetic defect that damages red blood cells and requires frequent blood transfusions) and sickle cell disease, can lead to organ damage and
death. ICL670 has been shown in clinical trials to efficiently induce iron excretion and has the potential to become the first significant breakthrough therapy for this condition in more than
40 years, replacing the need for patients to undergo 12-hour infusions for five to seven days per week. Submissions for US and EU regulatory approval are expected in the first half
of 2005.
PTK787
(vatalanib) is a new molecular entity called an angiogenesis inhibitor that blocks all known vascular endothelial growth factors (VEGF). Two Phase III
studiesCONFIRM 1 and CONFIRM 2are evaluating this compound in patients with colorectal cancer compared to and in combination with the FOLFOX4 chemotherapy regimen,
which is the combination of oxaliplatin, fluorouracil and leucovorin. PTK787 has been shown to be generally well tolerated based on experience in treating more than 1,000 patients. This compound is
being developed in collaboration with, and, if approved, will be marketed jointly with Schering AG of Germany.
EPO906
(patupilone), a cytotoxic, is a novel tubulin polymerizingcompound known as an epothilone that inhibits cancer cells with a similar mechanism as paclitaxel, a taxane
that has been a member of one of the most successful class of anti-cancer treatments. EPO906 has shown more potency than paclitaxel in pre-clinical trials and more activity in
paclitaxel-resistant tumors in pre-clinical trials. Responses have been observed in Phase II in several solid tumors. Dose-limiting toxicity, diarrhea, and significant
myelosuppression has not been reported to date. This compound is currently in Phase II development.
OctreoTher
(edetreotide) is an intravenous peptide hormone analogue in Phase II development for the treatment of solid
tumors. It carries a radioactive element specific to receptor-positive malignant cells containing the hormone somatostatin.
PKC412
(midostaurin) is a protein kinase inhibitor (FLT3 inhibitor) in Phase II development for the treatment of acute myeloid leukemia (AML). Pilot studies have shown
biological activity in more than 70% of patients with FLT3 mutations who were treated with PKC412 as a single agent therapy. Studies are investigating PKC412 in combination with chemotherapy to
determine if responses of longer duration can be achieved.
SOM230
is a somatostatin analog in Phase II development for the treatment of acromegaly; Cushing's syndrome, a rare disorder in which body tissue is exposed to excess levels
of the stress hormone cortisol; and gastro-entero-pancreatic (GEP) tumors.
LBQ707
(gimatecan) is a cytotoxic in Phase II development for the treatment of solid tumors. This compound, which has been licensed from Sigma-Tau, is a novel
oral topoisomerase I inhibitor. Preclinical data have shown greater potency than topotecan or irinotecan as well as activity in cell lines resistant to these two anti-cancer agents.
Confirmed partial responses have been seen in Phase I studies in non-small cell lung cancer, breast cancer and colorectal cancer.
RAD001
(everolimus) is an mTOR pathway inhibitor in Phase II for the treatment of solid tumors. RAD001 is a novel macrolide being developed as an
anti-proliferative drug through its inhibition of
41
the
mTOR protein kinase, making it an attractive candidate for a broad range of cancer indications.
AMN107
is a highly potent signal transduction inhibitor being studied for patients with a form of chronic myeloid leukemia (CML) resistant to
Gleevc/Glivec
, the standard of care. AMN107, like
Gleevec
, binds to the BCR-ABL protein that
causes white blood cells to grow and divide uncontrollably. AMN107 has been shown to be the most selective BCR-ABL inhibitor to date and more potent that
Gleevec.
Phase I/II data showed hematological
responses of over 50% in
Gleevec
-resistant patients in
advanced disease stages (accelerated or blast phase). Phase II trials are expected to begin in the first half of 2005.
LBH589
is a histone deacetylase inhibitor in Phase I development for the treatment of solid tumors.
AEE788
is a tyrosine kinase protein inhibitor that targets EGFR, HER2 and VEGFR2 that is in phase I development for the treatment of solid tumors.
ABJ879
is a microtubule stabilizer in Phase I development for the treatment of solid tumors.
Development
of LAQ824 and XAA296 have been terminated.
Transplantation & Immunology
Novartis is a world leader in transplantation and immunology, pioneering and revolutionizing the field of transplantation with the discovery and introduction of
cyclosporine more than 20 years ago. We have one of the broadest portfolios of immunosuppressant due to our continued research and strong commitment to provide solutions to unmet medical needs
for the transplant recipient.
Neoral
and
Simulect
are established products used to protect transplanted
organs from rejection. Our new products are
Certican
and
myfortic
, which has now been approved in more
than 40 countries, are providing more choices to transplant physicians. A novel immunomodulating agent, FTY720, is currently in Phase III for use in transplantation, and patient enrollment was
completed in September 2004. With a worldwide research program, Transplantation & Immunology is committed to developing a new and innovative range of therapeutic products for the
prophylaxis of organ rejection and to maintain our role as a global leader in this field.
Key Marketed Products
Neoral
(cyclosporine, USP modified) is a micro-emulsion formulation of cyclosporine, an immunosuppressant used in both adults
and children to prevent organ rejection following a kidney, liver or heart transplant. According to IMS Health,
Neoral
is the world's most commonly used
primary immunosuppressant after largely replacing its predecessor
Sandimmun/Sandimmune
, which was introduced in 1982 and revolutionized organ
transplantation. First launched in 1995,
Neoral
was designed to provide improved and constant absorption. It is also used in treating severe autoimmune
disorders such as psoriasis and rheumatoid arthritis. Despite our patent protection for Neoral, generic companies have launched competing products in the US, Europe and elsewhere, and will continue to
compete vigorously. See "Intellectual Property" for further information.
Certican
(everolimus) is a new immunosuppressant drug called a "proliferation signal inhibitor" (or motor inhibitor) that
targets the primary causes of allograft dysfunction (also known as chronic rejection) of a transplanted organ, including acute rejection and vascular remodeling.
Certican
is used in combination with
Neoral
and corticosteroids. First approved in Europe in 2003,
Certican
has completed the EU mutual recognition procedure and is in the process of being
launched in the region. In the US, following discussions with
the FDA regarding the FDA's requests for additional data, FDA has agreed to hold an Advisory Committee meeting regarding the heart transplantation indication later in 2005. We also plan to begin new
Phase III clinical trials in renal and heart transplantation shortly.
42
myfortic
(mycophenolic acid) is a new treatment option that has been studied for use in combination with
Neoral
and
corticosteroids to prevent rejection episodes in patients with kidney transplants.
myfortic
has been approved in over 40 countries, including Switzerland (the first approval in 2003), the US, Germany, France, the UK, Australia, India, Brazil and a number of Latin American countries.
Simulect
(basiliximab) is a chimeric monoclonal antibody that suppresses interleukin-driven proliferation of
T-cells.
Simulect
is used for induction therapy, and is designed to complement
Neoral
or
other primary immunosuppressants in preventing acute rejection episodes in kidney transplantation.
Compounds in Development
FTY720,
the first agent in a new class of drugs called Sphingosine 1-Phosphate Receptor (S1P-R) agonists. It is designed to prevent rejection by
redirecting lymphocytes away from the transplant graft, preventing lymphocytes from damaging the graft while maintaining the response of lymphocytes against infective agents. FTY720 is being developed
for the prevention of renal acute rejection in combination with
Neoral
or FK506 (tacrolimus) and has completed enrollment for phase III clinical trials.
In addition, FTY720 is in Phase II development for the treatment of multiple sclerosis. It is licensed from Mitsubishi.
AEB071
is a T-cell activation blocker in development for the prevention of organ rejection now in Phase I trials.
Ophthalmics
We develop and market products for the treatment of a number of different ophthalmic diseases. Our research and development in this disease area is aimed at the
discovery and development of innovative treatments for "Back of the Eye" diseases as well as on "Dry Eye." Both of these areas are characterized by high growth and significant unmet medical needs. The
"Back of the Eye" area encompasses several disease areas, such as wet and dry age-related macular degeneration (AMD), diabetic retinopathy, diabetic macular edema and retinitis pigmentosa.
The key area of focus within "Back of the Eye" is "wet" AMD, a condition when leaky blood vessels grow across the central portion of the retina, or macula, for unknown reasons and cause bleeding, scar
formation and permanent damage, leading to vision loss. Our ophthalmics business has built a leadership position with its flagship product
Visudyne
. In
cooperation with collaborator Genentech, we are also developing Lucentis, a VEGF inhibitor that is currently in Phase III clinical trials for the treatment of "wet" AMD and will be marketed by
Novartis outside of North America.
Key Marketed Products
Visudyne
(verteporfin) is a light-activated drug used in a two-step procedure that can be performed in a doctor's
office. First, the drug is injected intravenously into the patient's arm. A non-thermal laser light is then shone into the patient's eye to activate the drug. First launched in 2000,
Visudyne
is
commercially available in over 75 countries for the treatment of predominantly classic subfoveal choroidal neovascularization (CNV), a major
cause of vision loss caused by age-related macular degeneration (AMD). It is also approved in over 40 countries for the treatment of occult subfoveal CNV secondary to AMD (including the
EU, where it gained approval in 2002). In addition,
Visudyne
is approved in over 45 countries, including the EU, US and Canada for the treatment of
subfoveal CNV due to pathologic myopia (severe near-sightedness). In Japan,
Visudyne
was recently approved for all types of subfoveal CNV
secondary to AMD. Further geographic expansion is planned, including China.
Visudyne
is licensed from QLT.
Zaditor/Zaditen
(ketotifen) is an eye drop that provides fast and lasting relief of symptoms in patients suffering from
ocular allergy.
Zaditen
works through multiple mechanisms of action to
43
provide
relief within minutes and a duration of action of up to 12 hours.
Zaditen
was first launched in Japan and has been approved in more than
60 countries, including the US, where it is marketed as
Zaditor
, and the EU.
New Indications in Development
Elidel
(pimecrolimus), is currently in Phase II development for the treatment of dry eye in a novel drops formulation and for
blepharitis in a novel eye ointment formulation.
Sandostatin LAR
(octreotide acetate) is in Phase III development for diabetic retinopathy. This condition affects
approximately 25-30% of patients with diabetes and is one of the leading causes of blindness in people of working age. There are currently no pharmacological treatments available to treat
diabetic retinopathy.
Visudyne
(verteporfin) is in development for an additional indication. Phase III trials are ongoing in occult CNV secondary
to AMD.
Compounds in Development
Lucentis
(ranibizumab) is a recombinant humanized high affinity antibody fragment that binds to VEGF. It is designed to penetrate the retina to decrease
permeability and inhibit the formation of choroidal neovascularization, which leads to blindness in AMD patients. It is currently in Phase III development for the treatment of "wet" AMD. We have
licensed the right to develop and market Lucentis outside of North America from Genentech. Data from two Phase III trials are expected in 2005. Submission for EU approval is
planned for 2006.
PIR335
has been terminated.
Principal Markets
The Pharmaceuticals Division has a commercial presence in approximately 140 countries worldwide, but net sales are generally concentrated in the US, Europe and
Japan, which together accounted for
85% of 2004 net sales. The following table sets forth certain data relating to our principal markets in the Pharmaceuticals Division.
Pharmaceuticals
Net Sales 2004
($ millions)
(%)
United States
7,368
40
Americas (except the United States)
1,244
7
Europe
6,370
34
Japan
2,081
11
Rest of the World
1,434
8
Total
18,497
100
Many of our Pharmaceuticals Division's products are used for chronic conditions that require patients to consume the product over long periods of
time, from months to years. Net sales of the vast majority of our products are not subject to material changes in seasonal demand.
44
Production
The primary goal of our manufacturing and supply chain management program is ensuring the uninterrupted, timely and cost-effective supply of products
that meet all product specifications. To achieve this objective, we manufacture our products at five bulk chemical and 15 pharmaceutical production facilities as well as two biotechnology sites. Bulk
chemical production involves the manufacture of therapeutically active compounds, mainly by chemical synthesis or by a biological process such as fermentation. Pharmaceutical production involves the
manufacture of "galenical" forms of pharmaceutical products such as tablets, capsules, liquids, ampoules, vials and creams. Major bulk chemical sites are located in Basel, Switzerland; Grimsby, UK;
and Ringaskiddy, Ireland. Significant pharmaceutical production facilities are located in Stein, Switzerland; Wehr, Germany; Torre, Italy; Barbera, Spain; Suffern, New York; Sasayama, Japan, and in
various other locations in Europe, including France, the UK and Turkey. Our two biotechnology plants are in Switzerland and France.
During
clinical trials, which can last several years, the manufacturing process for a particular product is rationalized and refined. By the time clinical trials are completed and
products are launched, the manufacturing processes have been extensively tested and are considered stable. However, improvements to these manufacturing processes may continue throughout a product's
life cycle.
While
we have not experienced material supply interruptions in the past, there can be no assurance that supply will not be interrupted in the future as a result of unforeseen
circumstances. The manufacture of our products is heavily regulated, making supply never an absolute certainty. If we or our third party suppliers fail to comply fully with such regulations then there
could be a recall or a government-enforced shutdown of production facilities, which in turn could lead to product shortages. We have implemented a global manufacturing strategy to maximize business
continuity.
Raw
materials for the manufacturing process are either produced in-house or purchased from a number of third party suppliers. Where possible, our policy is to maintain
multiple supply sources so that the business is not dependent on a single or limited number of suppliers. However, our ability to do so may at times be limited by regulatory requirements. We monitor
market developments that could have an adverse effect on the supply of essential materials. All raw materials we purchase must comply with our quality standards. Overall, prices are not volatile for
materially significant raw materials.
Marketing and Sales
The Pharmaceuticals Division serves customers with approximately 6,000 field force representatives in the US, and an additional 13,000 in the rest of the world.
These trained representatives, where permitted by law, present the economic and therapeutic benefits of our products to physicians, pharmacists, hospitals, insurance groups and managed care
organizations.
Although
specific distribution patterns vary by country, Novartis generally sells its prescription drugs primarily to wholesale and retail drug distributors, hospitals, clinics,
government agencies and managed care providers.
In
the US, certain products are advertised by way of television, newspaper and magazine advertising. Novartis also pursues co-promotion/co-marketing opportunities
as well as licensing and distribution agreements with other companies when economically attractive.
Competition
The global pharmaceutical market is highly competitive and we compete against other companies selling branded prescription pharmaceutical products. These
companies include Abbott, AstraZeneca, Bristol-Myers Squibb, Eli Lilly, GlaxoSmithKline, Johnson & Johnson, Merck, Pfizer, Sanofi-Aventis, Schering-Plough and Wyeth. Competition within the
industry is intense and extends across a wide range of commercial activities, including pricing, product characteristics, customer service, sales and marketing, and research and development.
45
As
is the case with other pharmaceutical companies selling patented pharmaceuticals, Novartis faces an increasing challenge from companies selling generic forms of our products following
the expiry of patent protection. Generic companies may also gain entry to the market through successfully challenging our patents, but we vigorously defend our intellectual property rights from
generic challenges that infringe upon our patents and trademarks. We also face competition from over-the-counter (OTC) products that do not require a prescription from a
physician.
There
is no guarantee that any product, even with patent protection, will remain successful if another company develops a new product offering significant improvements over existing
therapies.
Research and Development
We are among the leaders in the pharmaceuticals industry in terms of research and development investment. In 2004, we invested approximately $3.5 billion
in Pharmaceuticals Division research and development, which represents 18.8% of the Division's total net sales. Our Pharmaceuticals Division invested $3.1 billion and $2.4 billion on
research and development in 2003 and 2002 respectively. There are currently more than 75 projects in clinical development. In 2005, as a result of these efforts, we expect to launch
Aclasata
and
Focalin XR,
as well as new indications or formulations for
Gleevec/Glivec
,
Diovan, Femara, Zelnorm/Zelmac
and
Xolair,
in various markets worldwide.
We
have long term research commitments totaling $1.2 billion as of December 31, 2004, including $0.6 billion in milestone payments. We intend to fund these
expenditures from internally developed resources.
The
discovery and development of a new drug is a lengthy process, usually requiring 10 to 12 years from the initial research to bringing a drug to market, including six to eight
years from Phase I clinical trials to market. At each of these steps, there is a substantial risk that we will not achieve our goals. In such an event, we may be required to abandon a product in which
we have made a substantial investment.
Research program
The discovery of new drugs is the responsibility of our Research program. This is a complex and challenging process which is split into different phases. These
phases provide tools that allow our Research team to manage and benchmark their activities. Milestones are established for each phase of the evaluation process. Candidates only advance to the next
stage if defined sets of criteria are met. The primary goal of our Research program is to determine that a compound is ready for Proof of Concept in humans. To determine whether a compound may be
tested in humans, we must invest significant resources in preclinical activities to satisfy safety requirements, including toxicology studies. Only those compounds that pass this more comprehensive
series of preclinical testing (on average, about one in ten candidates) advance to the development stage of a drug's life-cycle. See "Clinical development program."
In
2003, we established the Novartis Institutes for BioMedical Research (NIBR), headquartered in Cambridge, Massachusetts, with affiliates worldwide. NIBR is redefining drug discovery in
the era which began with the completion of the human genome sequence. Our strategies at NIBR include integrating previously segregated disciplines, fostering interaction among scientists, both within
and outside of Novartis and investing and advancing new discovery approaches. Our goal is to produce more relevant, predictable drug discovery and offer new and better medicines for patients
worldwide.
Completed
in 2004, our Cambridge facility contains a total of 75,300 square meters of laboratory and office space. It is expected to house over 800 scientists and technology experts, and
approximately 1,000 employees in total.
Several
of our discovery research platforms, including Functional Genomics, Molecular and Developmental Pathways, Models of Disease, Global Discovery Chemistry, and Epigenetics, are
based at our Cambridge headquarters. Disease-area research groups in Cambridge include cardiovascular disease, diabetes and metabolism, infectious disease and oncology.
46
Outside of the Cambridge site, an additional 2,000 scientists and technology experts conduct research in Switzerland, Austria, the UK, Japan and various other US sites. Research is
conducted in the areas of Neuroscience, Autoimmune Disease (including Dermatology, Transplantation, and Arthritis) and Respiratory Disease at these sites. In addition, research platforms such as
Discovery Technologies and Information Knowledge and Management are headquartered in the NIBR site in Basel.
Development program
The testing of new drugs in humans, to determine whether they are safe and effective, is the focus of our Development program. Clinical trials of drug candidates
generally proceed through three phases. In Phase I clinical trials, a drug is usually tested with about 20 to 80 normal, healthy volunteers. The tests study the drug's safety profile, including the
safe dosage range. The studies also determine how a drug is absorbed, distributed, metabolized and excreted, and the duration of its action. In Phase II clinical trials, the drug is tested in
controlled studies of approximately 100 to 300 volunteer patients (
i.e.,
persons with the targeted disease) to assess the drug's effectiveness and
safety, and to establish a proper dose. In Phase III clinical trials, the drug is further tested on larger numbers of volunteer patients (in some cases more than 15,000 patients in total) in clinics
and hospitals. In each of these phases, physicians monitor volunteer patients closely to determine the drug's efficacy and to identify possible adverse reactions. The vast amount of data that must be
collected and evaluated makes clinical testing the most time-consuming and expensive part of new drug development. The next stage in the drug development process is to seek registration
for the new drug. See "Regulation."
Initiatives to optimize the research and development processes
We are working to be more efficient in selecting candidate drugs for development. For example, we are now better able to select the best compounds for development
by having senior management focus on development projects at an early stage. Where possible we run early proof of concept studies in patients which include biomarkers for potential efficacy and which
enable us to make an earlier evaluation of the probability that the compound could be successfully developed into a marketable product. Under another initiative, special teams work to develop late
stage products more quickly. The goal is to improve the likelihood of therapeutic and commercial success, which should reduce development costs and decrease time to market. In several other
initiatives we are improving electronic management of the clinical trial processes, including data capture and transfer, as well as electronic storage and archiving of study data and documents. Most
recently we have initiated electronic
submissions to health authorities, vastly reducing the quantity of paper documents which need to be submitted and also enabling faster and more efficient review of data by health authorities. Overall,
these initiatives have reduced clinical trial outsourcing, have improved data quality and speed of clinical trial reporting, substantially reduced the time between initial research and the
introduction of the drug to market, and have provided us with considerable cost savings.
Alliances and acquisitions
Our Pharmaceuticals Division forms alliances with other pharmaceutical and biotechnology companies, and with academic institutions in order to develop new
products, acquire platform technologies and access new markets. We license products that complement our current product line and are appropriate to our business strategy. Therapeutic area strategies
have been established to focus on alliances and acquisition activities for key disease areas/indications that are expected to be growth drivers in the future. We review products and compounds we are
considering licensing using the same criteria as we use for our own internally discovered drugs.
Regulation
The international pharmaceutical industry is highly regulated. Regulatory authorities around the world administer numerous laws and regulations regarding the
testing, approval, manufacturing,
47
importing,
labeling and marketing of drugs, and also review the safety and efficacy of pharmaceutical products. Further controls exist on the non-clinical and clinical development of
pharmaceutical products. These regulatory requirements are a major factor in determining whether a substance can be developed into a marketable product, and the amount of time and expense associated
with that development.
World
regulatory authorities, especially those in the US, Switzerland, the EU and Japan, have high standards of technical evaluation. The introduction of new pharmaceutical products
generally entails a lengthy approval process. Of particular importance is the requirement in all major countries that products be authorized or registered prior to marketing, and that such
authorization or registration be subsequently maintained. In recent years, the registration process has required increased testing and documentation for clearance of new drugs, with a corresponding
increase in the expense of product introduction.
To
register a pharmaceutical product, a registration dossier containing evidence establishing the quality, safety and efficacy of the product must be submitted to regulatory authorities.
Generally, a therapeutic product must be registered in each country in which it will be sold. In every country, the submission of an application to a regulatory authority does not guarantee that
approval to market the product will be granted. Although the criteria for the registration of therapeutic drugs are similar in most countries, the formal structure of the necessary registration
documents varies significantly from country to country. It is possible that a drug can be registered and marketed in one country while the registration authority in a neighboring country may, prior to
registration, request additional information from the pharmaceutical company or even reject the product. It is also possible that a drug may be approved for different indications in different
countries.
The
registration process generally takes between six months and several years, depending on the country, the quality of the data submitted, the efficiency of the registration authority's
procedures and the nature of the product. Many countries provide for accelerated processing of registration applications for innovative products of particular therapeutic interest. In recent years,
intensive efforts have been made among the US, the EU and Japan to harmonize registration requirements in order to achieve shorter development and registration times for medical products. However, the
requirement in many countries to negotiate selling prices or reimbursement levels with government regulators can substantially extend the time until final marketing approval is granted.
The
following provides a summary of the regulatory process in the principal markets served by Pharmaceuticals Division affiliates:
United States
In the US, applications for drug registration are submitted to and reviewed by the FDA. The FDA regulates the testing, approval, manufacturing, importing,
labeling and marketing of pharmaceutical products intended for commercialization in the US. The FDA also monitors all pharmaceutical products currently on the US market. The pharmaceutical development
and registration process is typically intensive, lengthy and rigorous. When a pharmaceutical company has gathered data which it believes sufficiently demonstrates a drug's quality, safety and
efficacy, then the company may file a New Drug Application ("NDA") for the drug. The NDA must contain all the scientific information that has been gathered about the drug and typically includes
information regarding the clinical experiences of all patients tested in the drug's clinical trials. A supplemental new drug application ("sNDA") must be filed for a line extension of, or new
indications for, a previously registered drug.
Once
an NDA is submitted, the FDA assigns reviewers from the fields of biopharmaceuticals, chemistry, medicine, microbiology, pharmacology/toxicology, statistics and labeling. After a
complete review, these experts then provide written evaluations of the NDA, including a recommendation. These recommendations are consolidated and are used by the FDA in its evaluation of the NDA.
Based on that evaluation, FDA then provides to the NDA's sponsor an approval, or an approvable, or non-approvable letter. The approvable and non-approvable letters will state
the specific deficiencies in the NDA which
48
need
to be addressed. The sponsor must then submit complete responses to the deficiencies in order to restart the review procedure.
Once
the FDA has approved an NDA or sNDA, the company can make the new drug available for physicians to prescribe. The drug owner must submit periodic reports to the FDA, including any
cases of adverse reactions. For some medications, the FDA requires additional post-approval studies (Phase IV) to evaluate long-term effects or to gather information on
the use of the product under special conditions. The FDA also requires compliance with standards relating to good laboratory, clinical and manufacturing practices.
European Union
In the EU, there are two main procedures for application for authorization to market pharmaceutical products in all of the EU Member States, the Centralized
Procedure and the Mutual Recognition Procedure. It is also possible to obtain a national authorization for products intended for commercialization in a single EU member-state only, or for line
extensions to existing national product licenses.
Under
the Centralized Procedure, applications are made to the European Medicines Agency (EMEA) for an authorization which is valid across all EU member states. The Centralized Procedure
is mandatory for all biotechnology products and optional for other new chemical compounds or innovative medicinal products. When a pharmaceutical company has gathered data which it believes
sufficiently demonstrates a drug's quality, safety and efficacy, then the company may submit an application to the EMEA. The EMEA then receives and validates the application, and appoints a Rapporteur
and Co-Rapporteur to review it. The entire review cycle must be completed within 210 days, although there is a "clock stop" at day 120, to allow the company to respond to questions
set forth in the Rapporteur/Co-Rapporteur's Assessment Report. When the company's complete response is received by the EMEA, the clock restarts on day 121. If there are further aspects of
the dossier requiring clarification, the EMEA will then request an Oral Explanation on day 180, in which the sponsor must appear before the EMEA's Scientific Committee (the CPMP) to provide the
requested additional information. On day 210, the CPMP will then take a vote to recommend the approval or non-approval of the application. The final decision under
this Centralized Procedure is an EU Community decision which is applicable to all Member States. This decision occurs on average 90 days after a positive CPMP recommendation.
Under
the Mutual Recognition Procedure (MRP), the company first obtains a marketing authorization by a single EU member-state. Subsequently, the company may seek mutual recognition of
this first authorization from some or all of the remaining EU Member-States. Then, within 90 days of this initial decision, each Member State reviews the application and can issue objections or
requests for additional information. On Day 90, each Member State must be assured that the product is safe and effective, and that it will cause no risks to the public health. Once agreement has been
reached, each Member State grants separate marketing authorizations for the product.
After
the Marketing Authorizations have been granted, the company must submit periodic safety reports to the EMEA (Centralized Procedure) or to the National Health Authorities (MRP).
These Marketing Authorizations must be renewed on a 5 year basis.
Japan
In Japan, applications for new products are made through the Pharmaceutical and Medical Devices Agency (PMDA). After a data reliability survey and a Good Clinical
Practice inspection are carried out by the PMDA, a team evaluation is carried out by the Pharmaceutical and Medical Devices Evaluation Center (PMDEC) of the PMDA. Its results are passed to PMDA's
external experts who then report back to the PMDA. After a further team evaluation, a report is provided to the Ministry of Health, Labor and Welfare (MHLW), which makes a final determination for
approval and refers this to the Central Pharmaceuticals Affairs Council (CPAC) which then advises the MHLW on final approvability. Drug
49
manufacturing
or import license approval is issued by the local prefecture government. Once the MHLW has approved the application and has listed its national health insurance price, the company can
make the new drug available for physicians to prescribe and obtain reimbursement. For some medications, the MHLW requires additional post-approval studies (Phase IV) to evaluate
safety, effects and/or to gather information on the use of the product under special conditions. The MHLW also requires the Sponsor to submit safety reports.
Price Controls
In many of the markets where we operate, the prices of pharmaceutical products are subject to direct price controls (by law) and to drug reimbursement programs
with varying price control mechanisms. Due to increasing political pressure and governmental budget constraints, we expect these mechanisms to remain in placeand to perhaps even be
strengthenedand to have a negative influence on the prices we are able to charge for our products.
In
the US, debate over the reform of the healthcare system has resulted in an increased focus on pricing. Although there are currently no government price controls over private sector
purchases in the US, federal legislation requires pharmaceutical manufacturers to pay prescribed rebates on certain drugs to enable them to be eligible for reimbursement under some government
healthcare programs. In the absence of government pricing regulations, managed care has become a potent force in the US market place that increases downward pressure on the prices of pharmaceutical
products. In addition, the recently enacted Medicare reform legislation, which creates a prescription drug benefit for Medicare patients, could influence prices. The legislation could ultimately
enable the US government to use its enormous purchasing power to demand additional discounts from pharmaceutical companies. At the same time, this legislation could increase the volume of
pharmaceutical drug purchases, perhaps offsetting, at least in part, potential additional price discounts. It is too soon to predict the full impact of this new legislation with certainty. Another
potential influence on pricing in the US is the ongoing efforts by consumers and others to obtain our products from distributors in Canada, which has relatively stringent price controls. Such imports
from Canada to the US are currently illegal. However, there are ongoing political efforts to change the legal status of such imports.
In
the EU, governments influence the price of pharmaceutical products through their control of national healthcare systems that fund a large part of the cost of such products to
consumers. The downward pressure on healthcare costs in general in the EU, particularly with regard to prescription drugs, has become very intense. As a result, increasingly high barriers are being
erected to the entry of new products. In addition, in some countries, cross-border imports from low-priced markets exert commercial pressure on pricing within a country. The EU enlargement
(with 10 countries having joined the EU in 2004) will probably complicate the environment and have some influence on prices in the region and parallel trade.
In
Japan, the MHLW reviews the prices of individual pharmaceutical products every two years. In the past, these reviews have resulted in price reductions. The Japanese government is
currently undertaking a healthcare reform initiative, and the pharmaceutical pricing system is one of the issues being reviewed. In particular, the government is reviewing the pricing of older
products, including the biannual reduction of reimbursement prices adjusted for actual discounts given.
Intellectual Property
We attach great importance to patents, trademarks, and know-how in order to protect our investment in research and development, manufacturing and
marketing. It is our policy to seek the broadest possible protection for significant product developments in all major markets. Among other things, patents may cover the products themselves, including
the product's active substance and its formulation. Patents may also cover the processes for manufacturing a product, including processes for manufacturing intermediate substances used in the
manufacture of the products. Patents may also cover particular uses of a product, such as its use to treat a particular disease, or its dosage regimen.
50
The
protection offered by such patents extends for varying periods depending on the legal life of patents in the various countries. The protection afforded, which may also vary from
country to country, depends upon the type of patent and its scope of coverage. We monitor our competitors and vigorously challenge infringements of our intellectual property.
In
general, published pharmaceutical industry benchmarks show that we are at a comparatively low risk of loss of significant amounts of revenue due to patent expirations. As examples, we
have basic patent protection (including extensions) on valsartan (the active ingredient used in our best-selling product
Diovan
) until 2012
in the US, until 2011 in the major countries of the EU, and until 2013 in Japan. We have basic patent protection (including extensions) on imatinib (the active ingredient used in our leading product
Gleevec/Glivec
) until January 2015 in the US (excluding pediatric extension), until 2016 in the major EU countries, and until 2013 in Japan.
However,
patent protection is no longer available in several major markets for the active substances used in a number of our Pharmaceuticals Division's leading products:
Neoral.
Patent protection exists for the
Neoral
micro-emulsion
formulation and other cyclosporin formulations through 2009 and beyond in major markets. Despite this protection, generic cyclosporin products competing with
Neoral
have entered the transplantation
market segment in the US, Germany, Japan, Canada and elsewhere. We have filed patent infringement actions
against manufacturers of these generic products. However, except in one lawsuit in Canada, we have so far not succeeded in obtaining an injunction against any of the manufacturers that we have sued.
Sandostatin.
Basic patent protection for the active ingredient of
Sandostatin
SC
has expired in the US, Japan, Germany and the UK, and it will expire in 2006 in France and 2007 in Italy. Several parties have filed applications to market generic versions
of
Sandostatin
SC in the US. We have not, so far, sued any for patent infringement. However, patent protection extending to 2010 (and 2013 and beyond in
the US) continues in major markets for
Sandostatin LAR
, a long-acting version of
Sandostatin
which represents a significant and growing proportion of our sales in this product family.
Lotrel/Cibacen/Lotensin/Cibadrex
. The basic benazepril substance patent protection for
Cibacen/Lotensin/Cibadrex
has expired in the US and Japan, and will expire in 2005-08 in major markets in the EU. However,
Lotrel,
which is a combination of benazepril
and amlodipine besylate, is patented in the US until 2017. Teva and Dr. Reddy's Laboratories have
challenged this patent. Dr. Reddy's is seeking marketing approval for a different benazepril combination, using amlodipine maleate rather than amlodipine besylate. Because of this difference,
the Dr. Reddy's product, if brought to market, would not be automatically substitutable in the US for
Lotrel
. However, Teva is seeking marketing
approval for the same benazepril combination as
Lotrel
, and is thus seeking to bring a fully substitutable product to the US market. We have sued Teva
and Dr. Reddy's in the US for patent infringement. The Dr. Reddy's case is currently stayed.
Lamisil
. The active ingredient in
Lamisil
is covered
generically, but not mentioned specifically, in a patent family which has expired. Another patent family specifically discloses and covers the active ingredient and expires in the US in 2006, and in
2005-07 in Japan and major EU countries. The specific US patent had been challenged by Dr. Reddy's Laboratories in the US. Dr. Reddy's has since withdrawn its suit and
conceded that this patent is valid and enforceable.
Miacalcin/Miacalcic
. The specific Novartis formulation of this product is covered by patents which will expire
in the US in 2015. However, patents on the Novartis formulation have expired in a number of major countries and will expire in Italy in 2006. Apotex has applied to the FDA for the right to sell a
generic version of
Miacalcin
using the Novartis formulation. We have sued Apotex for infringement. Two other companies have applied to the FDA for the
right to sell a generic version of
Miacalcin
based on a different formulation. We have not sued these companies.
51
Exelon
. The active ingredient in
Exelon
is covered by a compound
patent (granted to Proterra, AG and licensed to us), which presently expires in 2007, and has been determined by the FDA to qualify for patent term extension until 2012. In addition, we hold an isomer
patent on
Exelon
which expires in 2014. Dr. Reddy's, Sun Pharmaceuticals and Watson Pharmaceuticals have filed applications to market a generic
version of
Exelon
in the US. Together with Proterra, we have sued all three parties for patent infringement.
Focalin
. The active ingredient in
Focalin
is covered by patents
(granted to Celgene Corporation and licensed to us) through 2015 in the US and 2018 in other markets. Teva has challenged these patents and has filed an application for a generic version of
Focalin
in
the US. Together with Celgene, we have sued Teva for patent infringement.
Trileptal
. Patent protection for
Trileptal's
active ingredient
has expired in major countries. In the US, New Chemical Entity data exclusivity under the Hatch-Waxman Act of 1984 is currently scheduled to expire in January 2005. However, we have applied for
a six-month extension of this exclusivity period under the Hatch-Waxman pediatric exclusivity provisions. At the same time, we have pending patent filings relating to our marketed
formulations of
Trileptal
, which, if granted, would expire in 2018 in major countries, including the US.
Starlix
. The active ingredient in
Starlix
is covered by
Ajinomoto patents. The basic US patent will expire in 2006, but a request to extend the term of the patent until 2009 has been filed. In late January 2005 a third party informed us that they
have filed an ANDA application to market a generic version of
Starlix
in the US. We are assessing that information and will respond
appropriately.
Foradil
. Patent protection for
Foradil's
active ingredient has
expired in major countries. In the US, Hatch-Waxman data exclusivity is currently scheduled to expire in February 2006.
Voltaren
.
Voltaren
is off-patent. As a result,
revenue from
Voltaren
has declined, and may decline significantly further over the next few years.
The
loss of patent protection can have a significant impact on our Pharmaceuticals Division. We work to offset these negative effects by developing and patenting inventions that result
in process and product enhancements and by positioning many of our products in specific market niches. However, there can be no assurance that this strategy will be effective in the future to extend
competitive advantage, or that we will be able to avoid substantial adverse effects from future patent expirations.
CONSUMER HEALTH
Our Consumer Health Division is a world leader in the research, development, manufacturing and marketing of a wide range of competitively differentiated products
that restore, maintain or improve the health and well being of our consumers. The business of our Consumer Health Division is conducted by a number of affiliated companies throughout the world.
Created in July 2002, the Consumer Health Division consists of the following Business Units: OTC self-medication, Animal Health, Medical Nutrition (including the Nutrition &
Santé franchise), Infant & Baby, and CIBA Vision. Sandoz (generics) was a Business Unit of the Consumer Health Division until December 31, 2004, after which time it became
a separate Division. Therefore, for reporting purposes, the 2004 results of the Sandoz business are included with the results of the Consumer Health Division.
As
of December 31, 2004, the affiliates of the Consumer Health Division employed 32,548 associates worldwide. In 2004, the affiliates of the Consumer Health Division (including
Sandoz) achieved consolidated net sales of $9.75 billion, which represented 35% of the Group's total net sales, and invested $0.6 billion in research and development.
Our
Consumer Health Division places considerable emphasis on the development of strong, consumer-oriented and trustworthy brands. We believe each Business Unit has a leading market
position in growth-oriented healthcare segments beyond our core pharmaceuticals business, and provides essential,
52
high
quality health-related products. In order to deliver accelerated sales growth, and to achieve leadership positions in the fields in which we compete, our Consumer Health Division seeks to give
voice to the consumer and to determine the consumer's needs and desires.
In
the dynamic world of consumer healthcare, aging populations are increasingly affluent and becoming more knowledgeable about their health and the benefits of
self-medication.
The success of each Business Unit depends upon its ability to anticipate and meet the needs of such consumers and of health professionals worldwide.
SANDOZ
In 2004, Sandoz was still a Business Unit of our Consumer Health Division. As of January 1, 2005, it became a separate Division organized as a Retail
Generics company which also operates two other businesses, Industrial Products and Biopharmaceuticals. The business of Sandoz is conducted by a number of affiliated companies and sells to
approximately 140 countries. Sandoz is a world leader in the development, manufacturing and marketing of pharmaceutical products and substances which are no longer protected by patents. As of
December 31, 2004, Sandoz employed 13,397 associates worldwide. In 2004, the affiliates of Sandoz achieved consolidated net sales of $3.0 billion, which represented 11% of the Group's
total net sales.
Because
Sandoz was part of the Consumer Health Division until December 31, 2004, for reporting purposes, the 2004 results of the Sandoz business are included with the results of
the Consumer Health Division.
In
August 2004, we acquired Sabex Holdings Ltd., a Canadian generic company with a leading position in injectable products. This acquisition provides Sandoz with strong
growth opportunities in injectable generics. This acquisition also gives Sandoz a new operational presence in Canada, the world's sixth largest generics market, and offers the opportunity to increase
sales in Canada of our existing portfolio of solid-dosage-form products.
In
June 2004, we acquired the Danish generics company Durascan A/S from AstraZeneca plc. This acquisition provides Sandoz with a leadership position in the Danish market. In
addition, Durascan's broad portfolio of generic products offers growth opportunities for Sandoz throughout the Nordic region.
In
2003, we united 14 of our generics company brands under the single global umbrella name Sandoz, to strengthen recognition and leverage share of voice in the highly competitive
marketplace for generic products. This initiative capitalizes on the strong reputation of the Sandoz name, which has a high level of awareness and trust among physicians, pharmacists and patients.
In
2002, we acquired Lek Pharmaceuticals d.d., Slovenia's largest pharmaceuticals company. This acquisition provided Sandoz with a leadership position in the sales of generic
pharmaceutical products in Central and Eastern Europe and in the former Soviet Union. For the time being, Lek products will
continue to be sold under that well-regarded name, as agreed between the management of Novartis and Lek.
In
2004, Sandoz competed in three business franchises: finished dosage forms (the Generics Pharmaceuticals Business), active pharmaceutical ingredients and intermediates (the Industrial
Products Business) and Biopharmaceuticals (the Biopharmaceuticals Business).
In
the Generics Pharmaceuticals Business (now Retail Generics), we develop and manufacture drugs that are no longer protected by patents into finished dosage forms, and we sell them to
wholesalers, pharmacies, hospitals and other healthcare outlets around the world. In the Industrial Products Business, we develop and manufacture off-patent active pharmaceutical
ingredients and intermediates and sell them worldwide to customers who use them to manufacture finished goods. In developing our new Biopharmaceuticals Business, we are seeking to leverage our
technology and expertise to develop, manufacture and market high-quality biopharmaceutical products, such as protein hormones and other
53
human
proteins, to be sold as substitutes for branded biopharmaceutical products after their patents have expired. Sandoz is also an important manufacturer of biopharmaceuticals for a number of third
parties.
In
2004, Sandoz net sales decreased by approximately 1% in local currencies. The business year was characterized by a highly competitive environment, especially in the US and
Germany, and the acquisitions of Durasacan A/S and Sabex Holdings Ltd.
Approximately
76% of our Sandoz net sales are derived from our Generics Pharmaceuticals Business, approximately 21% of net sales are derived from our Industrial Products Business and
approximately 3% are attributable to the Biopharmaceuticals Business.
In
2004, net sales of our Generics Pharmaceutical Business in the US decreased by 11%, mainly driven by fierce competition, the erosion of prices and volume losses. In particular, sales
of our amoxicillin/potassium clavulanate product (a generic version of the antibiotic Augmentin®), a key driver of sales in 2003, were hurt by increasing competition.
In
Germany, the second largest market for our Generics Pharmaceutical Business products, net sales were hurt by significant price competition. In addition, the introduction of new
regulations in 2004 caused a significant decline of the number of products that were reimbursable.
In
other key European markets, our Generics Pharmaceutical Business achieved double-digit net sales growth. These markets included France and Russia.
In
2004, our Industrial Products Business enlarged its activities in the field of modern sterile penicillins (Amoxicillin Sodium, sterile combinations with Clavulanic Acid), in generic
macrolides (Clarithromycin, Azithromicin), and advanced cephalosporin intermediates. The Industrial Products Business was negatively affected by low prices offered by Asian suppliers and a strong
Euro, the main currency in the production network. As a consequence, Sandoz announced the closure of one production line in Italy.
In
2004, our Biopharmaceuticals Business continued the development of follow-on biologics, leveraging more than 20 years of biotech experience. With its
biopharmaceuticals portfolio, Sandoz is at the forefront of emerging regulatory policies for follow-on biologics in Europe and the US. Sandoz is determined to contribute to the
availability of safe and effective follow-on biologics. In September 2004, we received the first marketing authorization for the recombinant human growth hormone
Omnitrope
in Australia.
However,
in September 2004, Sandoz also received notice from the FDA that the agency was unable to reach a decision on whether to approve an application for the marketing of
Omnitrope
. According to the FDA
letter issued to Sandoz, the agency did not identify any deficiencies in the application. However, the FDA stated that
it had been unable to reach a final decision on the application due to uncertainty regarding scientific and legal issues.
In
addition, in November 2003, the European Commission notified Sandoz about its intent not to proceed with the decision for a marketing authorization for
Omnitrope
under the regulatory pathway chosen
by Sandoz. In January 2004, Sandoz filed its complaint to the European Court of First Instance.
Recently Launched Products
The following is a summary of the most important products launched by Sandoz in 2004:
Levothyroxine
(a generic version of Synthroid® and Levoxyl®, a treatment for hyperthyroidism) was launched in the US in June 2004.
Ribavarin
(a generic version of Rebetol®, a treatment for chronic hepatitis C in combination with interferon) was launched in the US in April 2004.
54
Paroxetine
(a generic version of Paxil®, a treatment for major depressive disorder, obsessive compulsive disorder, panic disorder and social anxiety disorder)
was launched in the UK in May, in the US in June, in France in August, and in the Netherlands in September 2004.
Ramipril
(a generic version of Altace®, a treatment for hypertension) was launched in the Netherlands in January 2004 followed by launches in other
European countries in 2004.
Cefuroxime
Axetil (a generic version of Zinnat®, an antibiotic) was launched in Germany in January 2004.
Pravastatin
(a generic version of Pravachol®, a cholesterol lowering drug) was launched in Spain in April and in the UK, Germany, the Netherlands and Denmark in
August 2004.
Amlodipine
mesylate (a generic version of Norvasc®, a treatment for hypertension) was launched in the Nordic region (Denmark, Finland, Norway) and in the
Netherlands in March, and in Austria in July 2004.
Clarithromycin
(a generic version of Biaxin®, an antibiotic) was launched in Germany in November, Croatia in May, and in Finland and Denmark in July 2004.
Setraline
(a generic version of Zoloft®, a treatment for depression) was launched in Spain in August 2004.
Key Marketed Products
The following table describes the key marketed products for Sandoz. Not all products are available in all markets.
Generics Pharmaceuticals Business
Product
Originator Drug
Description
Amoxicillin/clavulanic acid
Augmentin®
anti-infective
Omeprazole
Prilosec®
ulcer and heartburn treatment
Citalopram
Celexa®
anti-depressant
Loratadine
Claritin®
antihistamine
Atenolol
Tenoric®
anti-hypertension
Penicillin
anti-infective
Lisinopril
Prinivil®
ACE inhibitor
Ranitidine
Zantac®
anti-ulcerant
Metformin
Glucophage®
anti-diabetic
Terazosin
Hytrin®
anti-hypertension and
benign prostatic hyperplasia
Enalapril
Lexxel®
ACE inhibitor
Metoprolol
Lopressor®
Anti-hypertension
55
Industrial Products Business
Active Ingredient
Description
Oral and sterile penicillins
Anti-infectives
Oral and sterile cefalosporins
Anti-infectives
Clavulanic acid and mixtures with clavulanic acid
ß-lactam inhibitors
Classical and semisynthetic erythromycins
Anti-infectives
Tiamuline
Anti-infectives
Lovastatin, Simvastatin, Pravastatin
Statins
Vancomycin
Anti-infectives
Lisinopril
ACE-inhibitor
Thyroxine
Hormones
Intermediates
Description
Various cephalosporin intermediates
Anti-infectives
Erythromycin base
Anti-infectives
Various crude compounds produced by fermentation
Cyclosporine, ascomysine, rapamycine,
mycophenolic acid, etc.
Principal Markets
The principal markets for Sandoz are the two largest generics markets in the world: the US and Europe. The following table sets forth the aggregate 2004 net sales
of Sandoz by region:
Sandoz
Net Sales 2004
($ millions)
(%)
United States
981
32
Americas (except the United States)
187
6
Europe
1,448
48
Rest of the World
429
14
Total
3,045
100
Many Sandoz products are used for chronic conditions that require patients to consume the product over long periods of time, from months to years.
Sales of our anti-infective products are subject to seasonal variation. Sales of the vast majority of our other products are not subject to material changes in seasonal demand.
Production
We manufacture our Sandoz products at 28 production facilities around the world. Among these, our principal production facilities are located in Kundl, Austria;
Menges and Ljubljana, Slovenia; Broomfield, US; Stryków, Poland; Kalwe, India; Palafolls, Spain; and Boucherville, Canada. While we have not experienced material supply
interruptions in the past, there can be no assurance that supply will not be interrupted in the future as a result of unforeseen circumstances. The manufacture of our products is heavily regulated,
making supply never an absolute certainty. If we or our third party suppliers fail to comply fully with such regulations then there could be a recall or a government-enforced shutdown of production
facilities, which in turn could lead to product shortages.
Active
pharmaceuticals ingredients are manufactured in our facilities or purchased from a number of our affiliates and third-party suppliers. Where possible, our policy is to maintain
multiple supply sources so that the business is not dependent on a single or limited number of suppliers and competitive material
56
sourcing
can be assured. However, our ability to do so may at times be limited by regulatory requirements. We monitor market developments that could have an adverse effect on the supply of essential
active pharmaceutical ingredients. All active pharmaceutical ingredients that we purchase must comply with our quality standards. In order to sustain cost competitiveness and reliable quality, we
produce some of our active pharmaceutical ingredients, like penicillins, by vertical integration, using modern bio-technological methods. These methods include fermentation processes,
chemical syntheses and physical production methods, such as sterile processing. We are constantly working to develop other new manufacturing processes.
We
obtain agricultural raw materials such as flours and sugars from multiple suppliers based in the EU. We obtain chemicals and other raw materials from suppliers around the world. The
raw materials we purchase are generally subject to market price fluctuations. We seek to avoid these fluctuations, where possible, through the use of long-term supply contracts.
Marketing and Sales
In our Generics Pharmaceuticals Business, we have a broad portfolio of off-patent drugs that we sell to wholesalers, pharmacies, hospitals, and other
healthcare outlets. Depending on the structure of the local market, customers are serviced either by the field service team of the local Sandoz affiliate or by established partners or joint venture
associates.
Our
Industrial Products Business supplies our Generics Pharmaceutical Business and the pharmaceutical industry worldwide with a broad portfolio of active pharmaceutical ingredients and
intermediates.
In
response to rising healthcare costs, many governments and private medical care providers, such as health maintenance organizations (HMOs), have instituted reimbursement schemes that
favor the substitution of branded pharmaceuticals by generics. In the US, generic substitution statutes have been enacted by virtually all states and permit or require the dispensing pharmacist to
substitute a less expensive generic drug for the brand-name version of the drug. In Europe, the use of generic drugs is growing. But in some EU countries, reimbursement practices do not
create an efficient incentive for generic substitution. As a result, generic penetration rates in many European countries are still below those reached in the US.
Competition
Other major companies selling finished dosage form generic pharmaceutical products are Alpharma, Barr, Dr. Reddy's, Hexal, Ivax, Krka, Merck Generics,
Mylan, Pliva, Ranbaxy, Ratiopharm, Stada, Teva and Watson.
Other
companies selling active pharmaceutical ingredients & intermediates are Antibioticos, Dr. Reddy's, DSM-Anti-Infectives, Ranbaxy and Teva, as
well as certain East Asian manufacturers.
The
market for generic products is characterized by increasing demand for high-quality pharmaceuticals which can be produced at lower costs due to minimized initial research
and development investments. Increasing pressure on healthcare expenditures and numerous patent expirations have created a favorable market environment for the generics industry. This positive market
trend, however, brings increased competition within the generics industry, leading to ongoing price pressure on generic pharmaceuticals.
In
addition, branded pharmaceutical companies have responded to the increased competition from generic products by licensing their branded products to generic companies (the
so-called "authorized generic"). By doing so, branded companies participate in the conversion of their branded product to generics. Consequently, generic companies that were not in a
position to compete on a specific product are allowed to enter the generic market using the innovator's product. The innovator's authorized generic is not, at this time subject to the Hatch-Waxman
rules regarding exclusivity. See "Regulation." As a
57
result,
the company that launches an authorized generic typically enters the market at the same time as the generic exclusivity holder. This tends to reduce the value of the exclusivity for the first
generic.
Research and Development
Before a generic drug may be marketed, intensive technical and clinical development work must be performed in order to demonstrate the bioequivalency of the
generic drug to the original branded drug. Nevertheless, research and development costs associated with generic drugs are much lower than those of their original counterparts. As a result,
off-patent drugs can be offered for sale
at prices much lower than those of patented drugs, which must recoup substantial basic research and development costs through higher prices over the life of the product's patent.
Currently,
the affiliates of Sandoz employ about 1000 Research and Development staff who explore alternative routes for the manufacture of known compounds and who aim to develop
innovative forms of generic drugs. These associates are based worldwide, including facilities in Kundl and Schaftenau, Austria; Menges and Ljubljana, Slovenia; Kolshet, India;
Boucherville, Canada; and Dayton, New Jersey.
In
2004, Sandoz invested $286 million in research and development, which amounted to 9.4% of net sales. We have long-term research commitments totaling $61 million in
the aggregate as of December 31, 2004. We intend to fund these expenditures from internally generated resources.
Regulation
The Hatch-Waxman Act in the US (and similar legislation in the EU and in other countries) eliminated the requirement that generic drug manufacturers repeat the
extensive clinical trials which are required for originator drugs, so long as the generic version could be shown to be of identical quality and purity, and to be biologically equivalent to the
original branded drug.
In
the US, the decision whether a generic drug is bioequivalent to the original branded drug is made by the FDA based on an Abbreviated New Drug Application (ANDA) filed by the generic
drug's manufacturer. The process typically takes approximately eighteen months from the filing of the ANDA until FDA approval. However, delays can occur if issues arise regarding the interpretation of
bioequivalence study data, labeling requirements for the generic product, or qualifying the supply of active ingredients. In addition, the Hatch-Waxman Act requires a generic manufacturer to certify
in certain situations that the generic drug does not infringe any current applicable patents on the drug held by the innovator, or to certify that such patents are invalid. This certification often
results in a patent infringement lawsuit being brought by the originator against the generic company. In the event of such a lawsuit, the Hatch-Waxman Act imposes an automatic 30-month
delay in the approval of the generic drug in order to allow the parties to resolve the intellectual property issues. For generic applicants who are first to file their ANDA containing a certification
claiming non-infringement or patent invalidity, the Hatch-Waxman Act provides those applicants with 180-days of marketing exclusivity to recoup the expense of challenging the
innovator patents. However, recent changes in the Hatch-Waxman Act may affect the availability of generic marketing exclusivity in the future. The new amendments now require generic applicants to
launch their products within certain time frames or risk losing the marketing exclusivity that they had gained through being a first to file applicant.
In
the EU, decisions on bioequivalence can be made by the EMEA under the Centralized Procedure, or by a single member state, after which the MRP may be followed. See
"PharmaceuticalsRegulationEuropean Union." Companies may submit Abridged Applications for approval of a generic pharmaceutical product, based upon its "essential similarity"
to a medicinal product authorized and marketed in the EU for not less than ten years.
Intellectual Property
Wherever possible our products are protected by our own patents. Among other things, patents may cover the products themselves, including the product's active
substance and its formulation. Patents may
58
also
cover the processes for manufacturing a product, including processes for manufacturing intermediate substances used in the manufacture of the products. Patents may also cover particular uses of a
product, such as its use to treat a particular disease, or its dosage regimen. It is our policy to seek the broadest possible protection for significant product developments in all major markets.
We
take all reasonable steps to ensure that our generic products do not infringe valid intellectual property rights held by others. Nevertheless, originating companies commonly assert
patent and other intellectual property rights in an effort to delay or prevent the launch of competing generic products. As a result, we can become involved in extensive litigation regarding our
generic products. If we are unsuccessful in defending these suits, we could be subject to injunctions preventing us from selling our generic products, or to damages, which may be substantial.
In
addition, we face the risk that generic competitors may file patents to protect product developments which could block Sandoz's own development projects. If this were to occur we
could be forced to terminate a development program, which would require us to write-off any resources invested in that project, and would mean a loss of revenue.
We
are currently involved in litigation in a number of countries with affiliates of AstraZeneca regarding omeprazole, our generic version of AstraZeneca's Prilosec®. We
launched omeprazole in the US in August 2003. While some of the European cases have been decided in our favor, many of the cases, including the cases pending in the US, may continue for some
time. We believe that we will be successful in these lawsuits. However, should AstraZeneca succeed in any or all of the lawsuits, then AstraZeneca will likely seek to recover from us its lost profits
for sales it would have made had our product not been on the market.
OTC
Our Over-the-Counter (OTC) self medication Business Unit is a world leader in the research, development, manufacturing and marketing of
products for the treatment and prevention of common medical conditions and ailments, to enhance people's overall health and well being. The business of our OTC Business Unit is conducted by a number
of affiliated companies in more than 50 countries. As of December 31, 2004, the affiliates of our OTC Business Unit employed 4,047 associates worldwide. In 2004, the affiliates of our OTC
Business Unit achieved consolidated net sales of $2.0 billion, which represented 7% of the Group's total net sales.
59
Key Marketed Products
The OTC Business Unit's main product categories are cough, cold and allergy treatments, gastrointestinal treatments, dermatological treatments, analgesics,
vitamins, minerals and supplements, venous disorder treatments and smoking cessation treatment. The major OTC brands are:
Key brands
Market/segment
Nicotinell/Habitrol
Smoking cessation
Voltaren Emulgel
Topical muscle pain
Sandoz
Minerals
Lamisil
AT
Cream
Athlete's foot treatment
NeoCitran/TheraFlu
Cold and flu treatment
Benefiber/NovaFibra
Fiber supplements
Triaminic
Pediatric cough & colds
Maalox
Antacid
Ex-Lax
Laxative
Gas-X
Anti gas
Otrivin
Nasal decongestant
Fenistil
Wound healing
In 2004, the OTC Business Unit had a number of key brand achievements:
Voltaren,
OTC's analgesic franchise continued its exceptional growth in all regions driven by new launches of patch and
systemic forms as well as a range of line extensions. In Germany,
Voltaren
became the number two OTC brand behind Bayer's Aspirin and worldwide the
brand surpassed the $200 million threshold for the first time.
Theraflu
and
Triaminic
were strengthened with the innovative launch of
Thin
Strips
, a novel delivery form for the company's cough and cold medicines. Our OTC Business Unit was the first company to launch products containing
an active pharmaceutical substance using this technology.
Nicotinell/Habitrol
, our smoking cessation franchise, had another year of solid growth, driven by effective marketing
campaigns behind the coated gums and government campaigns to reduce smoking in Western Europe.
Lamisil
AT
,
the one week antifungal treatment for athlete's foot, strongly increased net sales based in part on
its continued geographic expansion, including its launch in Japan via Sankyo and on its first full year of sales in certain Latin American countries.
Benefiber/NovaFibra
, the innovative tasteless, clear and grit free soluble fiber product, continued to gain share and
attention in the marketplace as its net sales grew strongly in both Italy and the US.
Principal Markets
In 2004, OTC realized the majority of its net sales in its two principal markets: the US and Europe, including Eastern Europe. In 2002, the OTC Business Unit and
Kao Corporation agreed to end their joint
60
venture
to market OTC products in Japan. However, OTC remains committed to expanding its presence in the Japanese market. The following table sets out our 2004 net sales by geographic region.
OTC
Net Sales 2004
($ millions)
(%)
United States
521
26
Americas (except the United States)
190
10
Europe
1,056
53
Rest of the World
208
11
Total
1,975
100
The OTC business is marked by a high degree of seasonality, with our cough, cold and allergy brands, which include
Triaminic
,
NeoCitran/Theraflu
and
Otrivin,
significantly
impacted by the timing and severity of the annual cold and flu season and allergy seasons.
Production
Our OTC Business Unit has a manufacturing and supply infrastructure comprised of the Business Unit's own plants, strategic third parties and other Novartis Group
plants (which are predominantly owned and operated by the Pharmaceuticals Division). The primary OTC plants are located in Lincoln, Nebraska; Nyon, Switzerland; and Humacao, Puerto Rico.
The
goal of our supply chain strategy is to produce and distribute high quality products efficiently. Our balance of internal, external and Group sites provides flexibility and
predictable sources of supply in the event of capacity constraints or other potential disruptions to supply. The manufacture of our products is heavily regulated, making supply never an absolute
certainty. If we or our third party suppliers fail to comply fully with such regulations then there could be a recall or a government-enforced shutdown of production facilities, which in turn could
lead to product shortages. While we have not experienced material supply interruptions in the past, there can be no assurance that supply will not be interrupted in the future as a result of
unforeseen circumstances.
Raw
materials for the manufacturing process are purchased from a number of our affiliates and third party suppliers. For the most part, the products and services we procure are not
proprietary and are available from a number of suppliers. We often "single-source" supplies, but we have a policy of having at least a second approved and validated supplier registered for most key
materials so that substitution is possible. Where practical and beneficial, we have long-term contracts in place on key production inputs. We also proactively monitor markets and
developments that could have an adverse effect on the supply of essential materials.
Marketing and Sales
We aim to be a leading global participant in fulfilling the needs of patients and consumers for self-medication healthcare. Strong, leading brands,
science-based products and in-house marketing and sales organizations are key strengths in pursuing this objective. We distribute our products through various channels, such as pharmacies,
food, drug and mass retail outlets.
Competition
The fundamental trends driving the growth of our OTC business worldwide are increasing pressures on government health funding, changing consumer attitudes towards
personal well being, and the rise of a self-care mentality among consumers, and successful switches of prescription products to OTC status,
61
including
switches of products which are used for chronic conditions that require patients to consume the product over long periods of time, from months to years. Other companies selling
over-the-counter pharmaceutical products include major international corporations with substantial financial and other resources, such as Johnson & Johnson,
Sanofi-Aventis, Bayer, GlaxoSmithKline, Pfizer, Procter & Gamble and Wyeth.
Research and Development
In OTC, the focus of research and development activities is primarily on dermatology, analgesics, cough, cold, allergy, gastrointestinal, minerals, and
cardiovascular risk reduction (through smoking cessation programs). OTC also works closely with the Pharmaceuticals Division to evaluate appropriate products that can be switched from prescription to
OTC status. The development of line extensions to leverage brand equities is also of high importance. These extensions can take many forms including new flavors, new galenical forms and more
consumer-friendly packaging.
The
OTC business employs 263 associates in Research and Development with the primary facility located in Nyon, Switzerland. Local country Research and Development organizations largely
manage compliance, regulatory needs and medical affairs. In 2004, the OTC Business Unit spent $84 million in Research and Development, representing 4.3% of net sales.
Regulation
For OTC products, the regulatory process for bringing a product to market consists of preparing and filing a detailed dossier with the appropriate national or
international registration authority and obtaining approval in the US or registration in the EU and the rest of the world. See "PharmaceuticalsRegulation."
In
the US, in addition to the NDA process which is also used to approve prescription pharmaceutical products, an OTC product may be sold if the FDA has determined that the product's
active ingredient is generally recognized as safe and effective. FDA makes this determination through a regulatory process known as the OTC Review. In the OTC Review, the FDA establishes, in a series
of monographs, the conditions under which particular active ingredients may be recognized as safe and effective for OTC use. Pharmaceutical companies can market products containing these active
ingredients without the necessity of filing an NDA and going through its formal approval process, so long as the company complies with the terms of the published monograph.
Most
countries also have a regulatory process for switching a particular pharmaceutical product from prescription to OTC status. These processes vary from country to country.
Intellectual Property
Our OTC business is brand-oriented and, therefore, we consider our trademarks to be of utmost value. Enforceable trademarks protect most of our brands in the
majority of the markets where these brands are sold, and we vigorously protect these trademarks from infringement. Our most important trademarks are used in a number of countries. Local variations of
these international trademarks are employed where legal or linguistic considerations require the use of an alternative.
Wherever
possible our products are protected by patents. Among other things, patents may cover the products themselves, including the product's active substance and its formulation.
Patents may also cover the processes for manufacturing a product, including processes for manufacturing intermediate substances used in the manufacture of the products. Patents may also cover
particular uses of a product, such as its use to treat a particular disease, or its dosage regimen. It is our policy to seek the broadest possible protection for significant product developments in
all major markets.
62
ANIMAL HEALTH
Our Animal Health Business Unit is a world leader in the research, development, manufacturing and marketing of products and services to save, prolong and improve
animal lives. The business of our Animal Health Business Unit is conducted by a number of affiliated companies in 39 countries. As of
December 31, 2004, the affiliates of Animal Health employed 2,248 associates worldwide. In 2004, the affiliates of Animal Health achieved consolidated net sales of $756 million, which
represented 3% of the Group's total net sales.
In
2003, we announced a new organizational structure for our Animal Health Business Unit. We have divided our Animal Health business geographically into four RegionsNorth
America, Latin America, Europe and Asia Pacificand have moved operational responsibilities from our head office to offices in each of these regions, in order to be closer to our markets.
Animal
Health researches, develops, manufactures and markets a wide range of products for both companion and farm animals including farmed fish. In 2004, the companion animal segment
accounted for 57% of our total Animal Health net sales and the farm animal business, including Vaccines and Aqua Culture Products, accounted for 43%. Our Animal Health products include parasiticides,
antimicrobials, vaccines and veterinary pharmaceuticals. Our Animal Health business has a dedicated research and development team, which benefits from synergies with other Novartis businesses, most
notably, research in the Pharmaceuticals Division.
We
acquired Grand Laboratories Inc. and ImmTech Biologics Inc. in the US in January 2002 for a combined minimum purchase price of $99 million. The final price
may increase depending on whether certain future net sales and other targets are met. These businesses specialize in the development, manufacture and marketing of vaccine products for cattle and pigs.
Through these acquisitions we increased the share of vaccines to 8% of the Business Unit's total sales in 2003, strengthened our position in the vaccines market and established our presence in the US
farm animal segment.
2004
was characterized by an expansion of our product range, with new products contributing 26% to total annual net sales. This range rejuvenation included new product introductions,
geographical extensions, new indications for existing products, and the phase out of non-strategic brands. In parallel, our investments in Marketing & Sales and Research &
Development were increased over 2003 to exploit the existing portfolio.
63
Recently Launched Products
Product
Description
Registration/Launch Status
Companion and Farm Animals
Adequan
Disease modifying treatment against osteoarthritis in dogs
Launched in the US
Agita
Farm fly control
Launched in Peru, Greece, Portugal and the Middle East
Atopica
Treatment of atopic dermatitis in dogs
Launched in Germany, Netherlands, Ireland and Spain
Deramaxx
First COX-2 inhibitor approved for pain control in dogs
Geographical expansion to Canada
Ethicon
Veterinary suture line
Launched in the US
Fortekor
(new palatable presentation)
Congestive Heart Failure in dogs, Chronic Renal Insufficiency in cats
Launched in France, Ireland, Benelux and Italy
Milbemax
Control of intestinal worms in cats and dogs
Launched in Western Europe, Australia, South Africa and Brazil
Vaccines and Aqua Culture Products
Coxabic
Coccidia vaccine in poultry breeders
Launched in Thailand, South Africa and Argentina
Vaccine line extension in US
Cattle, pig and equine vaccines
2 new products in swine and 1 improved product (ViraShield) were launched in the US
Vaccine line extension in Aqua Culture
Vaccines for salmon and trout
1 vaccine launched in Chile, 1 in Canada, and 1 in Europe
64
Key Marketed Products
Products
Description
Companion Animals
Atopica
Treatment of atopic dermatitis in dogs
Deramaxx
Control of osteoarthritis pain, postoperative orthopedic pain and inflammation in dogs
Ethicon
Veterinary suture line
Fortekor
Treatment of congestive heart failure in dogs and chronic renal insufficiency in cats
Interceptor
Prevention of heartworm and intestinal worms
Milbemax
Control of intestinal worms in cats and dogs
Program
Control of fleas in dogs and cats
Sentinel
Prevention of heartworm and control of fleas and intestinal worms in dogs
Farm Animals
Actatak
Tick growth regulator for beef cattle
Agita
Farm fly control
Clik/Vetrazin
Prevention of blowfly strikes in sheep
Endex
Treatment and control of liver fluke and gastro-intestinal worms in cattle and sheep
Fasinex
Treatment and control of liver flukes in cattle and sheep
Vaccines and Aqua Health
Apex IHN
Prevention of infectious haematopoietic necrosis
Betamax, Excis
Treatment and control of salmon lice
Bovidec
Prevention of bovine viral diarrhea in cattle
Forte VI
Prevention of infectious salmon anemia and bacterial diseases in farmed salmon
Lipogen Forte
Prevention of bacterial diseases in farmed
Pentium Forte
Prevention of infectious pancreatic necrosis and bacterial diseases in farmed salmon
PneumoStar Myco
Prevention of mycoplasmal pneumonia in swine
Pyceze
Treatment and control of fungal infections in fish and fish eggs
65
Principal Markets
Products for companion animals are sold predominantly in North America, the EU, Australia and Japan. In most other countries, sales of farm animal products
dominate. The following table sets out 2004 total net sales of our Animal Health products by region:
Animal Health
Net Sales 2004
($ millions)
(%)
United States
308
41
Americas (except the United States)
83
11
Europe
246
32
Rest of the World
119
16
Total
756
100
Pharmaceutical and biological product sales in all of our main Animal Health businesses (aqua, farm and companion animals) fluctuate seasonally,
and can be significantly affected by climatic and economic conditions, and by changing health or reproduction rates of animal populations.
Production
Approximately 80% of our production volume is manufactured by third parties and Novartis affiliates in other Business Units. Animal Health has production
facilities of its own located around the world, with main sites in Wusi Farm, China; Dundee and Braintree (UK); Larchwood, Iowa (US); and Huningue, France.
The
manufacture of our products is heavily regulated, making supply never an absolute certainty. If we or our third party suppliers fail to comply fully with such regulations then there
could be a government-enforced shutdown of production facilities, which in turn could lead to product shortages. While we have not experienced material supply interruptions in the past, there can be
no assurance that supply will not be interrupted in the future as a result of unforeseen circumstances.
We
obtain our raw materials from sources around the world. We depend to a large extent on suppliers for the raw materials, intermediates and active ingredients. We make use of long term
supply agreements to limit the volatility of prices charged to us for raw materials.
Marketing and Sales
Our products are predominantly prescription-only treatments for animals. The major distribution channels are veterinarians and wholesalers of
veterinary products. Primary marketing efforts are targeted at veterinarians using such marketing tools as visits by sales representatives, printed materials, direct mail, advertisements and articles
in the veterinary special press, our participation at conferences for veterinarians and the organization of special educational events, focusing primarily on key brands and treatment areas. In
addition, we engage in general public
relations activities, including media advertisements and other direct advertisements of brands, to the extent permitted by law in each country.
Competition
Other companies selling veterinary pharmaceutical products for companion and farm animals are Bayer, Elanco (Eli Lilly), Fort Dodge (Wyeth), Intervet (Akzo
Nobel), Merial, Pfizer, and Schering-Plough. Most of these companies offer a broad range of products for both companion and farm animals, and their marketing efforts are at a comparable level to ours.
66
Research and Development
Novartis Animal Health has dedicated research facilities in Switzerland and Australia for parasiticide. In the US, UK and Canada, we focus on the development of
new vaccines for farm animals and farmed fish. In 2004, we stepped up our investment into development projects, devoting $82 million to research and development. This amount represented 11% of
total net sales.
In
these efforts, we use high-capacity, in-vitro micro-screening to assess a large number of natural products and synthetic chemicals for bioactivity. Our
researchers exploit synergies with other Novartis businesses and also collaborate with external partners to develop veterinary treatments. Drug delivery projects, some in collaboration with external
partners, concentrate on our key treatment areas and aim to improve efficacy and ease of use.
We
have long-term research commitments totaling $2 million in the aggregate as of December 31, 2004. We intend to fund these expenditures from internally
generated resources.
Regulation
The registration procedures for animal medicines are similar to those for human medicines. An animal drug application for product registration must be accompanied
by extensive data on residue and food safety, target animal safety, environmental effects, efficacy in laboratory and clinical studies as well as information on manufacturing, quality control and
labeling.
In
the US, animal health products are generally regulated by the FDA's Center for Veterinary Medicine. Certain product categories are regulated by the Environmental Protection Agency
(EPA), and vaccines are under the control of the US Department of Agriculture (USDA).
In
the EU, veterinary medicinal products need marketing authorization from the competent authority of a member-state (national authorization) or from the EU Commission (community
authorization) following either the Centralized Procedure or the MRP. See "PharmaceuticalsRegulation."
In
Japan, veterinary medicinal products are approved by the Ministry of Agriculture, Forestry and Fisheries (MAFF). The application, including supplementary local trial data, is reviewed
by the MAFF and a General Investigation Committee, a Special Investigation Committee and a Permanent Investigational Committee before authorization is granted. In addition, any product that is
intended for food animals or fish is reviewed by the Food Safety Commission, which was newly established in July 2003, to evaluate the risks to human health of any composition in the products.
Intellectual Property
Our business is brand-oriented and, therefore, we consider our trademarks to be of utmost value. Trademarks protect most of our brands in the majority of the
markets where these brands are sold, and we vigorously protect these trademarks from infringement. Our most important trademarks are used in a number of countries. Local variations of these
international trademarks are employed where legal or linguistic considerations require the use of an alternative.
Wherever
possible our products are protected by patents. Our patents may cover the products themselves, including the product's active substance and its formulation, or the processes for
manufacturing a product, including processes for manufacturing intermediate substances used in the manufacture of the products. Some patents may also cover particular uses of a product, such as its
use to treat a particular disease, or its dosage regimen. It is our policy to seek the broadest possible protection for significant product developments in all major markets.
Our
business also sells products which are not currently covered by patents. Some of these products have never been patent-protected and others have lost protection due to patent expiry.
67
MEDICAL NUTRITION
Our Medical Nutrition Business Unit is a world leader in the research, development, manufacturing and marketing of enteral and oral nutrition products and devices
tailored to the varying needs of patients and healthcare professionals. The business of our Medical Nutrition Business Unit is conducted by a number of affiliated companies in 47 countries. As of
December 31, 2004, the affiliates of Medical Nutrition (including Nutrition & Santé) employed 2,948 associates worldwide. In 2004, Medical Nutrition (including
Nutrition & Santé) posted $1.1 billion in net sales, representing 4% of the Group's total net sales.
Our
2004 operating income was significantly affected by a provision of $51 million with regard to an investigation by the US Department of Justice in the US enteral pump market,
including whether certain US federal criminal statutes have been violated. Novartis Nutrition Corporation is currently in the process of negotiating a possible settlement of that portion of the
investigation directed against it. See "Item 8. Financial Information8.A Consolidated Statements and Other Financial Information8.A.7 Legal Proceedings."
Medical
Nutrition is dedicated to maintaining and improving the health and well being of consumers and patientsat home or in health care delivery settings (hospitals,
nursing homes and home health care)by fulfilling their nutritional needs. Working with health care professionals, Medical Nutrition offers high quality medical nutrition products, devices
and services ranging from standard to disease-specific products that improve health and quality of life for all age groupsfrom pediatrics to geriatrics. This broad range of supplements,
tube feedings and food provides essential nutrients for good nutrition when illness or disabilities limit a person's ability to eat a balanced diet.
In
February 2004, we completed the acquisition of the adult medical nutrition business of the Bristol-Myers Squibb Company subsidiary Mead Johnson & Company for a total
cost of $385 million. As of December 2004, the integration of this business was substantially completed. This acquisition has created significant opportunities for growth for our Medical
Nutrition Business Unit because of existing business and Mead Johnson's complementary brand portfolios and institutional distribution channels, and because the acquisition gave us enhanced access to
the retail sector. Key brands acquired through this acquisition are:
Boost
, a complete oral nutrition liquid supplement designed to meet the caloric and nutritional requirements of the adult
population
Isocal
, an isotonic tube-feeding formula used to help patients manage inadequate voluntary oral intake
Ultracal
, a general tube-feeding formula for patients who require dietary fiber
Nutrament
, an energy drink
In
July 2003, we secured exclusive global rights for a novel ingredient to treat patients with severe diarrhea. This product was licensed-in from AS Faktor AB, a
subsidiary of Lantmannen, Sweden's largest agricultural cooperative.
In
June 2003, we acquired Semper Clinical Nutrition, the second largest medical nutrition business in the Scandinavian region. Semper Clinical Nutrition was part of Semper AB, a
subsidiary of Arla Foods amba, headquartered in Vidy, Denmark.
In
November 2002, we divested our Food & Beverage business, including Ovaltine®/Ovomaltine®, Caotina® and Lacovo®, to
Associated British Foods plc for $270 million. The transaction was in furtherance of our strategy of focusing on healthcare and our core pharmaceuticals business. Our remaining Health
Food & Slimming and Sports Nutrition businesses were reorganized into a stand-alone unit called Nutrition & Santé. For reporting purposes, this unit's results have been
included in the results of the Medical Nutrition Business Unit. We have announced our intention to sell Nutrition & Santé once an attractive bid is received.
68
Key Marketed Products
Medical Nutrition.
Our Medical Nutrition Business Unit covers the full spectrum of disease and age specific nutrition.
Depending on their condition, patients need specific nutritional support to protect and accelerate their recovery from a disease or surgery. From our comprehensive range of innovative and trusted
products for Medical Nutrition, we have created strong and recognizable global brands.
Key brands
Market/segment
Resource
Range of standard and disease-specific oral nutritional supplements
Isosource
A complete range of tube and sip feeds, providing for normal nutritional requirements
Novasource
Nutritionally complete disease or condition-specific enteral feeds
Impact
Oral and enteral products specifically formulated for the critically ill and surgical patients
Compat
Range of standard and specialty devices to deliver tube feeds to the gastrointestinal tract of patients
Optifast
Clinical weight loss program and products
Boost
A complete oral nutrition liquid supplement designed to meet the caloric and nutritional requirements of the adult population
Isocal
An isotonic tube-feeding formula used to help patients manage inadequate voluntary oral intake
Ultracal
A general tube-feeding formula for patients who require dietary fiber
Nutrament
An energy drink
69
Nutrition & Santé.
The stand-alone unit Nutrition & Santé has the
following brands:
Key brands
Market/segment
Health Food & Slimming brands:
Céréal
A broad range of natural and dietetic foods for health conscious consumers
Gerblé
A broad range of health food products, many made with wheat germ, which deliver functional benefits
Gerlinéa
An affordable slimming product range, targeting consumers who wish to remain slim while eating as normally as possible, rather than consumers with a medical weight issue
Modifast
Slimming products with added vitamins, minerals and proteins
Dietisa
A product portfolio range including medicinal plants, health foods, dietary supplements and cosmetics, sold mostly in Spain and Portugal
Pesoforma
Similar product range as
Gerlinéa
focusing on the Italian market
Lecinova
Food supplement sold in Italy
Milical
Meal substitutes range with very low calorie diet and vitamins, minerals & supplements
Sports Nutrition brands:
Isostar
Marketed with a niche, scientific strategy to appeal primarily to professional and performance-driven athletes
Powerplay
Products targeted to bodybuilders, available only in Switzerland, Germany and Austria
Mineralplus
A recovery powder targeted at athletes who participate in endurance sports, available only in Germany and Austria
Principal Markets
In 2004, our Medical Nutrition Business Unit (including Nutrition & Santé) realized the majority of its sales in its two principal markets:
the US and the EU. With the acquisition and integration of the global adult medical nutrition business of Mead Johnson & Company we have also established a firm base in key Asian markets, most
notably Japan. The following table sets out our 2004 net sales by geographic region. The figures include the net sales of Nutrition & Santé.
Medical Nutrition
Net Sales 2004
($ millions)
(%)
United States
415
37
Americas (except the United States)
49
4
Europe
563
50
Rest of the World
94
9
Total
1,121
100
Our products are not subject to seasonality of demand.
70
Production
Our Medical Nutrition Business Unit has a manufacturing and supply infrastructure comprised of the Business Unit's own plants as well as strategic third party
suppliers and other Novartis Group plants. The most significant of the dedicated Medical Nutrition plants are located in Minneapolis, Minnesota and Osthofen, Germany.
The
goal of our supply chain strategy is to produce high quality products in an efficient manner. The balance of internal and external sites provides flexibility and predictable sources
of supply in the event of capacity constraints or other potential disruptions to ongoing supply.
Raw
materials for the manufacturing process are purchased from a number of our affiliates and third party suppliers. For the most part, the products and services we procure are not
proprietary and are available from a number of suppliers. Where practical and beneficial, we have long-term contracts in place on key production inputs. We also proactively monitor markets
and developments that could have an adverse effect on the supply of essential materials. The manufacture of many of our products is regulated, making supply never an absolute certainty. If we or our
third party suppliers fail to comply fully with such regulations then there could be a government-enforced shutdown of production facilities, which in turn could lead to product shortages. While we
have not experienced material supply interruptions in the past, there can be no assurance that supply will not be interrupted in the future as a result of unforeseen circumstances.
Marketing and Sales
The majority of the Medical Nutrition Business Unit's net sales (excluding Nutrition & Santé) are to health institutions, such as hospitals,
nursing homes, home healthcare providers and group purchasing organizations. As a result of the acquisition of the global adult medical nutrition business of Mead Johnson & Company, we also
have a significant level of retail business, principally in the US market. This retail business benefits from a collaboration with the Gerber sales force of our Infant & Baby Business Unit,
which markets the
Boost
brand, in the US retail channel. In addition, in the US, outpatient consumers can purchase our products directly through
our Walgreens partnership, by means of a toll-free telephone call or the Internet.
Competition
Novartis Medical Nutrition (excluding Nutrition & Santé) is the second largest medical nutrition company in the world in terms of net sales,
with strong positions in the US (second largest) and in Europe (second largest). Other companies selling medical nutrition products are Abbott Ross, Fresenius, Nestlé and Numico.
Research and Development
The Medical Nutrition research and development function is responsible for generating new products and therapies based on the needs of the market. Concepts are
developed into prototypes using new and existing ingredients, processes, and packaging. Prototypes are scaled from bench top to pilot plant to production scale. Product attributes are validated
through clinical trials under the direction of our Research and Development team, in order to determine whether the product is safe and well-tolerated. Label claims, label designs, and
regulatory compliance issues are also addressed. On-going product quality is monitored and improved through specification development, testing, and corrective and preventative action.
In
2004, we invested $20 million in research and development, which amounted to 2% of net sales.
In
July 2003, we announced the globalization of the Medical Nutrition Research and Development function in order to enhance the speed, quality and time to market of our new
product innovations across all regions, for both our existing mature product portfolio and our growing disease specific products. Our
71
global
research headquarters has been moved to the US in order to take advantage of the clinical and scientific resources available there, and to help further strengthen our collaboration with the
Pharmaceuticals Division.
Regulation
Foodstuffs are highly regulated in order to protect the public health. The following areas are generally subject to international and national food regulations:
development, manufacturing, packaging, quality (food standards, ingredients), safety, labeling and advertising of foods. In the US, the Medical Nutrition Business Unit's products are covered by FDA
regulations covering medical foods, dietary supplements and medical devices.
Intellectual Property
Our Medical Nutrition businesses are brand-oriented and, therefore, we consider our trademarks to be of utmost value. Trademarks protect most of our brands in the
majority of the markets where these brands are sold, and we vigorously protect these trademarks from infringement. Our most important trademarks are used in a number of countries. Local variations of
these international trademarks are employed where legal or linguistic considerations require the use of an alternative.
Wherever
possible our products are protected by patents. Among other things, patents may cover the products themselves, including the product's active substance and its formulation.
Patents may also cover the processes for manufacturing a product, including processes for manufacturing intermediate substances used in the manufacture of the products. Patents may also cover
particular uses of a product, such as its use to treat a particular disease, or its dosage regimen. It is our policy to seek the broadest possible protection for significant product developments in
all major markets.
INFANT & BABY
Our Infant & Baby Business Unit is a world leader in the research, development, manufacturing and marketing of foods and products for babies. The business
of our Infant & Baby Business Unit is conducted by a number of affiliated companies in more than 50 countries. As of December 31, 2004, the affiliates of Infant & Baby employed
4,385 associates worldwide. In 2004, the affiliates of Infant & Baby achieved consolidated net sales of $1.4 billion, which represented 5% of the Group's total net sales.
Our
Infant & Baby Business Unit is best known for its
Gerber
products which are marketed in the US and in certain other countries.
The major contributor to the continued solid performance of the Business Unit is the Gerber business in the US, whose mission is to help parents to raise happy, healthy babies. Business growth in 2004
was driven by such innovations as the conversion of the
packaging of pureed products from glass to plastic containers, and the introduction of
Finger Foods
Fruit and Veggie Puffs. Besides nutrition products,
the Business Unit offers a wide variety of other products for infants and toddlers, including a baby care line (featuring nursing and feeding aids), wellness products (such as lotions and washes) and
life insurance.
Through
its "
Start Healthy, Stay Healthy
" campaign,
Gerber
continues to proactively
address the obesity epidemic in the US. Together with the American Dietetic Association,
Gerber
introduced a set of dietary guidelines for babies and
toddlers under the age of two years. The aim of
Start Healthy, Stay Healthy
is to provide parents and nutrition professionals with practical advice
about the importance of beginning, and how to instill, healthy eating habits early in life.
Key Marketed Products
Globally, our Infant & Baby Business Unit offers more than 200 food products. From
1st FOODS
to
Graduates
, the company's product line covers each phase of child development with diverse flavors and
72
textures.
Gerber
baby and toddler foods include Cereals,
1st FOODS
,
2nd
FOODS
,
3rd FOODS
,
Tender Harvest
(organic food),
Finger
Foods
, Fruit and Vegetable Juices and
Graduates
toddler food. Gerber's nutrition business began in 1928, in Fremont, Michigan
and marked its 75th anniversary in 2003. Gerber began its baby care line in 1960 and now markets more than 350
Gerber
and NUK® branded
products. Bottles, teethers, pacifiers, breastfeeding accessories and spill-proof cups are just a few of the products now being distributed to babies and parents around the world.
Continuing
its commitment to baby care,
Gerber
introduced a complete line of skin care and health care products in 1999, all designed to
help parents raise happy, healthy babies. The skin care products include a full line of washes, lotions and tear-free shampoos. The health care line includes pediatric electrolyte
solution, tooth & gum cleanser, diaper rash ointment, gas relief drops and vitamin drops.
Since
1967, our affiliate Gerber Life Insurance Company, has been marketing life insurance protection directly to the consumer. Currently, Gerber Life's
Grow
Up
policy is the leading juvenile whole life insurance product distributed in the US and Canada.
In
addition, we have licensed the
Gerber
trademark to an unaffiliated company, Gerber Childrenswear, Inc., which sells bibs,
apparel, shoes and similar products carrying the trademark.
Gerber Childrenswear, Inc. pays royalties to our affiliate, Gerber Products Company, for the use of the trademark.
The
major brands and product groups in Infant & Baby are:
Argos, Fiona, Gerber, Lillo by Gerber, Ninet, NUK®
Baby Care
US, Canada, Asia, Latin America
Argos, Capent, Gerber, Ninet
Baby Wellness
US, Latin America
Gerber Life
Insurance
US
Recently Launched Products
In the US,
Gerber
continued to build on its position as a leader in infant feeding and care with a number of
innovations in 2004. In response to consumers' need for convenience,
Gerber
continued to convert to single serve plastic packages, ideal for
out-of-home feeding. In 2004,
Gerber
improved and changed the
1st FOODS
products
to this consumer preferred format.
Gerber
now offers all juices and
1st FOODS and 2nd FOODS
fruit purees in single-serve plastic
containers. The number of different products packaged in plastic containers will increase in future years. Additionally, the
Finger Foods
line now
offers the popular Fruit and Veggie Puffs, a healthy snack for babies learning to self-feed.
Within
the Gerber Care/Wellness business, a number of innovative new products were launched in 2004. The new Premium Feeding System features an innovative manual breast pump, whose
funnel replicates the action of a nursing baby's mouth and tongue. Additionally, this line includes a full range of interchangeable cups and bottles to make it easier for mothers to breastfeed.
Innovation on the Wellness franchise continued with the introduction of the
Grins & Giggles
line of skincare products, designed to make bath time
"fun time" for parents and babies.
73
Principal Markets
In 2004, the Infant & Baby Business Unit realized the majority of its sales in its two principal markets: the US and Latin America. The following table
sets out our 2004 net sales by geographic region.
Infant & Baby
Net Sales 2004
($ millions)
(%)
North America
1,197
83
Latin America
194
14
Europe/Middle East/Africa
35
2
Rest of the World
15
1
Total
1,441
100
Infant & Baby retail sales are not significantly affected by seasonal variations.
Production
Key factors in Infant & Baby's successful supply chain strategy include a high efficiency, low cost structure and the mitigation of risks through multiple
production sources, both internal and external. Regional sites serve specific markets but are also capable of providing support as needed to other regions in the event of supply disruption. Gerber
operates its own production facilities in North America, South America and Eastern Europe for nutrition and Baby Care products. Major production sites are in Fremont, Michigan; Fort Smith, Arkansas;
Reedsburg, Wisconsin; Querétaro, Mexico and Rzeszow, Poland. In addition, we contract with 17 companies for the manufacture of our nutrition products, and with 48 companies for our Baby
Care products.
The
manufacture of most of our products is heavily regulated, making supply never an absolute certainty. If we or our third party suppliers fail to comply fully with such regulations
then there could be a government-enforced shutdown of production facilities, which in turn could lead to product shortages. While we have not experienced material supply interruptions in the past,
there can be no assurance that supply will not be interrupted in the future as a result of unforeseen circumstances. The Baby Care and Wellness franchises tend to utilize suppliers from a wider
geographic area.
We
often "single-source" supplies, but we have a policy of having at least a second approved and validated supplier registered for most key materials so that substitution is possible.
Where practical and beneficial, we have long-term contracts in place on key production inputs. We also proactively monitor markets and developments that could have an adverse effect on the
supply of essential materials.
Raw
materials for the manufacturing process are purchased from a number of third party suppliers. For the most part, raw materials for our nutrition products are sourced from within the
country of use. Our growers and suppliers are well versed in our strict agricultural requirements and generally have long term relationships with us. We are subject to adverse weather and growing
conditions, but mitigate this as much as possible with alternative geographic sourcing areas.
Marketing and Sales
The mission for the Infant and Baby Business Unit is to leverage our brand leadership of trust in helping parents nurture happy, healthy babies into the leading
infant and baby brand around the world. In 2004,
Gerber
continued converting glass jars to plastic containers for its nutrition products. This major
innovation is a result of consumer data, which clearly indicates the preference for plastic as a better fit for today's active parents and families in the US.
Gerber
will continue to work with the
government and
74
experts
in the field of nutrition with respect to its "
Start Healthy, Stay Healthy
" campaign to help parents start their babies off on a lifetime of
healthy eating habits.
Strong
brands, product development based on sound nutrition principles, and in-house marketing and sales organizations are some of our key strengths.
Gerber
products are distributed through food, drug and mass
merchandiser retail outlets.
Competition
Other companies selling infant and baby foods are Del Monte and Beechnut in the US, Nestlé and Heinz in Latin America, Nutricia in Eastern Europe
and other regional businesses elsewhere. Other companies selling baby care and wellness products are Johnson & Johnson, Playtex and Avent in the US. There are other companies selling these
products located in Latin America and Asia. Another company selling juvenile life insurance policies in the US is Globe Life and Accident Insurance Co., an affiliate of Torchmark Corporation.
Research and Development
The Infant & Baby Business Unit has a Research and Development department which uses a multi-faceted approach to deliver consumer innovation by developing
new processes, products and packaging for the nutrition, Baby Care and Wellness franchises. Internally developed new processes include
NatureLock
, a
patented cooking process for jarred fruits and vegetables. Recent product innovations include
Lil' Entrees
, our nutritious, portable meals for toddlers,
and the popular Fruit and Veggie Puffs, a healthy snack for babies learning to self-feed. Packaging innovations include aseptic plastic packaging, which provide additional convenience for
consumers.
In
addition,
Gerber
Research and Development oversees research regarding the needs of infants and their development. For example, as a
part of the "
Start Healthy, Stay Healthy
" campaign, Gerber's Feeding Infants and Toddlers Study (FITS) analyzed the feeding habits and nutrient intake
of a cross-sectional, random sample of more than 3,000 US children ranging from 4 to 24 months of age. The results of this Study were published in January 2004, in a special supplement
to the Journal of the American Dietetic Association. Gerber commissioned the survey in response to the growing obesity epidemic in the US, in order to better understand eating habits early in life
when they are being formed. FITS is the largest scientific study of its kind ever conducted and fills a critical gap in knowledge. The findings have formed the core of the
"
Start Healthy, Stay Healthy
" campaign.
In
2004, the Infant & Baby Business Unit invested approximately $29 million in research and development, representing 2% of Infant & Baby net sales.
Regulation
Foodstuffs are highly regulated in order to protect the public health. The following areas are generally subject to international and national food regulations:
development, manufacturing, packaging, quality (food standards, ingredients), safety, labeling and advertising of foods. Infant foods are regulated by various governmental agencies on a
country-by-country basis. There is no global harmony of requirements and regulations. Many countries require food products to be registered in order to document the safety and
nutrition of imported food products.
Gerber
food products are specifically designed to meet the nutritional needs of infants and toddlers in the regions
where they are sold and to meet or exceed requirements of the local regulatory agencies. These nutritional need standards are determined based on independent, peer-reviewed research, or by
studies sanctioned by authorities such as the US Department of Health and Human Services.
In
the US, agencies such as the FDA, the USDA, the EPA and the Consumer Product Safety Commission are responsible for providing safety specifications and otherwise regulating our
products and ingredients. The FDA and USDA have issued regulations and standards regarding the use of specific ingredients in certain types of food products, including which ingredients are allowed,
and at what level, as
75
well
as ingredients that may be required in certain products. In addition, these agencies regulate food product labeling and the claims which can be made regarding food products. Globally, safety of
ingredients and products are guided by recommendations from the Codex Alimentarius, a section of the WHO.
Intellectual Property
Our Infant & Baby Business Unit is brand-oriented, with the
Gerber
baby trademark among the most recognized
in the world. Therefore, we consider this trademark, as well as others within Infant & Baby, to be of utmost value. Trademarks protect most of our brands in the majority of the markets where
these brands are sold, and we vigorously protect these trademarks from infringement. Our most important trademarks are used in a number of countries. Local variations of these international trademarks
are employed where legal or linguistic considerations require the use of an alternative.
Wherever
possible our products are protected by patents. Patents may cover products, product formulations, designs, processes, intermediate products or product uses. It is our policy to
seek the broadest possible protection for significant product developments in all major markets.
CIBA VISION
CIBA Vision is a world leader in the research, development, manufacturing and marketing of eye care products, specifically soft contact lenses and lens care
products. The business of our CIBA Vision Business Unit is conducted by a number of affiliated companies in more than 40 countries. As of December 31, 2004, the affiliates of CIBA Vision
employed 5,479 associates worldwide. In 2004, the affiliates of CIBA Vision achieved consolidated net sales of $1.4 billion, representing 5% of the Group's total net sales.
In
2003 and 2004, CIBA Vision sold to third parties the various assets which made up its former surgical business.
Recently Launched Products
O
2
OPTIX,
a new, breathable silicone hydrogel contact lens designed for the health of eyes, received FDA approval
and a CE mark in Europe for up to 6 nights extended wear in September 2004. This product permits more than five times the oxygen of the leading contact lens to
reach the eye, offering wearers a superior option in reducing corneal oxygen deficiency created by ordinary contact lenses.
AQuify,
5 Minute Multi-Purpose Solution, a lens care solution that provides a quick way to clean, disinfect and moisturize
their contact lenses, was launched in August 2004. This product was previously launched outside of the US under the name
SOLO-care AQUA.
76
Key Marketed Products
The table below sets out the key marketed products in each of CIBA Vision's two principal product segments:
Main Products
Description
Contact Lenses
O
2
OPTIX
New, breathable silicone hydrogel contact lens with weekly/monthly replacement
Focus DAILIES
One-day disposable
Focus DAILIES Progressives
One-day disposable to correct presbyopia
Focus DAILIES Toric
One-day disposable to correct astigmatism
Focus NIGHT&DAY
Extended wear for up to 30 days and nights continuous wear
Focus Progressives
Corrects presbyopia
Focus Toric
Corrects astigmatism
Focus Monthly
Replaced monthly
Focus 1-2 Week
Replaced every one to two weeks
Focus 1-2 Week SoftColors
Replaced every one to two weeks; enhances the color of light eyes
DuraSoft 3 Colors
Conventional cosmetic tinted lenses
FreshLook Colorblends
Opaque lenses that blend three colors on one lens creating a more natural looking cosmetic tinted lens for dark or light eyes
FreshLook Colors
Disposable lenses for eye color change
FreshLook Dimensions
Lenses which enhance the color and appearance of light eyes
FreshLook Radiance
Lenses for people with light or dark eyes that provide illuminating effects which vary based on a person's natural eye color, skin tone and hair color
WildEyes
Novelty lenses
Illusions Opaque
Conventional lenses for changing the color of dark eyes
Cibasoft
Conventional lenses with handling tint
Cibasoft Softcolors
Conventional lenses for enhancing the color of light eyes
77
Lens Care Products
AOSept Clear Care/AOSept PLUS
An enhanced formulation of our leading
AOSept
hydrogen peroxide disinfectant; the first one-bottle, no-rub lens care solution with no added preservatives in the US
AQuify/SOLO-care AQUA
Latest generation one-bottle lens care solution formulated with ProVitamin B5 to promote moisture. Product is sold as
AQuify
in the US. Outside the US, the product is sold under the name
SOLO-care AQUA
, and each package includes a
MicroBlock
anti-bacterial contact lens case.
BLUE Sept/BLUE Vision
One-step hydrogen peroxide lens disinfection system; features blue color indicator
QuickCARE/InstaCARE
Five-minute disinfectant system
Pure Eyes
Two-bottle hydrogen peroxide system
AQuify
Lens Drops
Lens drop that replicates natural tears
Focus
Lens Drops
Lens drop for lubricating contact lenses
Principal Markets
Our principal markets, in terms of 2004 net sales, were North America (US and Canada), Europe and Japan. Sales are not subject to seasonality. The following table
sets forth 2004 net sales for CIBA Vision by region:
CIBA Vision
Net Sales 2004
($ millions)
(%)
United States
481
34
Americas (except the United States)
67
5
Europe
572
41
Japan
201
14
Rest of the World
91
6
Total
1,412
100
Production
CIBA Vision has major production facilities in Batam, Indonesia; Duluth, Georgia; Des Plaines, Illinois; Grosswallstadt, Germany; Cidra, Puerto Rico; and Toronto,
Canada. The manufacture of our products is heavily regulated, making supply never an absolute certainty. If we or our third party suppliers fail to comply fully with such regulations then there could
be a government-enforced shutdown of production facilities, which in turn could lead to product shortages. While we have not experienced material supply interruptions in the past, there can be no
assurance that supply will not be interrupted in the future as a result of unforeseen circumstances.
We
purchase basic chemical commodity raw materials for our lens products from industrial vendors. These raw materials are then reformulated into the monomers and polymers required to
produce contact
78
lenses.
Polymer chemistry is one of the innovative elements in our contact lens products. The technology to produce the polymers and monomers is stable and well-defined.
We
enter into long-term supply contracts (generally over one to two years) with industrial raw material vendors, which limits volatility. In addition, most raw materials are
basic chemical commodities and multiple suppliers are available. Certain lens products use proprietary chemicals that are produced specifically for us and sold exclusively to us. We also use a custom-
designed process to synthesize macromonomers, a key raw material needed in contact lens production, which are produced by a contract vendor for a negotiated price.
Marketing and Sales
Contact lenses are considered medical devices by regulatory authorities and, therefore, are available only with a prescription from an eye-care
professional in most countries. CIBA Vision lenses can be purchased from independent eye care professionals and optical chains. CIBA Vision's lens care products can be found in major drug, food and
mass merchandising retail chains in the United States, Europe, Japan and elsewhere. In addition, mail order and Internet sales are becoming increasingly important channels in major markets worldwide.
While
eye care professionals have traditionally been CIBA Vision's primary marketing focus, that focus has been shifting toward direct-to-consumer initiatives
including free trials and coupons, as well as consumer advertising.
Competition
Contact Lenses
Growth in the contact lens market is driven primarily by an increased demand for lenses and an increasingly varied product mix. As consumers move toward frequent
replacement lenses, including one-day disposable lenses, demand for lenses is increasing. Additionally, the customer base is expanding with the development of new contact lens options,
such as high oxygen transmissibility silicone hydrogels, daily disposable, 30-night continuous wear, toric lenses for astigmatic patients and lenses to correct presbyopia, a condition
prevalent among the "Baby Boom" generation. We are the second largest seller of contact lenses in the world, with leading positions in certain contact lens segments such as silicone hydrogel lenses,
cosmetic colored lenses, and, in Europe, daily disposable lenses. We believe CIBA Vision now has the broadest product portfolio of any competitor in the industry. Our colored lens technology also
creates a strong combination with our other products that should prove attractive to women and teenagers, in particular. Other companies selling contact lenses are Bausch & Lomb,
Johnson & Johnson, Cooper and OSI.
Lens Care
We expect to increase our presence in the one-bottle lens care market segment with our
AQuify
/
SOLO-care
AQUA
brand lens care products and to maintain a leading position in the
peroxide category with
AOSept Clear Care
lens care, which is targeted to wearers of frequent replacement and conventional contact lenses. The peroxide
category is a mature market segment and the products will continue to face competitive pressure due to the increasing preference for daily disposable and continuous wear lenses, which require little
or no lens care. CIBA Vision is a global leader in the peroxide lens care category with
AOSept
and
AOSEPT Clear
Care.
Other companies selling lens care products are Alcon, Advanced Medical Optics and Bausch & Lomb.
Research and Development
The research results of other Novartis affiliates provide CIBA Vision with new chemical compounds for future products and access to developments in biotechnology.
These resources are complemented by
79
CIBA
Vision's internal research and development capabilities, licensing agreements and joint research and development partnerships with third parties (companies, individuals and universities).
CIBA
Vision is continually working to expand its product portfolio through its own dedicated research and development resources as well as through the acquisition of new and innovative
technologies. Product development involves the creation of entirely new product offerings as well as line extensions of current products.
For
contact lenses our key focus is in three areas: daily disposable contact lenses, silicon hydrogel lenses for continuous or daily wear and an ongoing expansion of our cosmetic and
color lenses. In lens care, our development efforts focus on making our lens care solutions more convenient to use, while ensuring that the solutions provide the safety and cleaning power needed to
help maintain ocular health.
We
invested $65 million in research and development of eye care products in 2004, representing 4.6% of the Business Unit's net sales.
Regulation
Contact lenses, surgical devices and lens care products are regulated as medical devices in the US, the EU and Japan. These jurisdictions each have
risk-based classification systems that determine the type of information which must be provided to the local regulators in order to obtain the right to market a product.
In
the US, all devices must receive pre-market approval by the FDA. There are two review procedures to gain this pre-market approval: a pre-market
application (PMA) and a 510(k) submission. Under a PMA, the manufacturer must submit to the FDA supporting evidence sufficient to prove the safety and effectiveness of the device. The FDA has
180 days to review a PMA. Certain products, however, may qualify for a submission authorized by Section 510(k) of the US Food, Drug and Cosmetic Act. Under this procedure, the
manufacturer gives the FDA a pre-market notification that it intends to commence marketing the product, and that it has established that the product is substantially equivalent to another
product already on the market. The FDA has 90 days to review a 510(k) submission. In the US, no 30-day extended-wear lenses had previously existed on the market, so we
were required to proceed under the PMA procedure. Lens care products generally qualify for 510(k) submission.
In
the EU, the "CE" mark is required for all medical devices sold. CIBA Vision affiliates hold a CE mark for the classes of vision care medical devices that they sell. The CE mark allows
CIBA Vision to market products upon signing a declaration of conformity with the EU's Medical Device Directive requirements, which CIBA Vision affiliates do for each product sold. In addition, medical
device sales in the EU require auditing by a certified third party (a "Notified Body") to ensure that the manufacturer's quality systems are in compliance with the requirements of the ISO 9000
standards. CIBA Vision has two Notified Bodies which routinely audit the company's quality systems.
In
Japan, contact lenses are categorized as medical devices and are subject to an approval process similar to that in the US. Although there has been an improvement in the willingness to
accept foreign data and a movement toward harmonization of requirements, in order to enter the Japanese market, local clinical trials often are required and local protocols must then be observed. Lens
care products for soft lenses take several years to gain approval due to the extensive amount of data and clinical testing required. Saline solutions for hard lenses are unregulated.
Intellectual Property
Our CIBA Vision business is brand-oriented and, therefore, we consider our trademarks to be of utmost value. Trademarks protect most of our brands in the majority
of the markets where these brands are sold, and we vigorously protect these trademarks from infringement. Our most important trademarks are used in a number of countries. Local variations of these
international trademarks are employed where legal or linguistic considerations require the use of an alternative.
80
Wherever possible our products are protected by patents. Among other things, patents may cover the products themselves, including contact lenses, polymers and formulations. Patents may
also cover the processes and devices for manufacturing a product. Patents may also cover particular uses of a product. It is our policy to seek the broadest possible protection for significant product
developments in all major markets.
We
have settled all patent litigation against Bausch & Lomb (B&L) regarding patents covering silicone hydrogel long-term wear contact lenses (the "Nicolson" patents).
As a result of that settlement, B&L may resume manufacture and sale of its PureVision contact lenses within the US starting in April 2005, when the "Harvey" patent (which was not
licensed to B&L) expires. The settlement requires B&L to pay us a royalty on their PureVision sales until 2014 in the US and until 2016 in other countries. As part of the settlement, B&L
granted a royalty-free license to CIBA Vision for certain of its patents related to silicone hydrogel technology.
Separately,
Johnson & Johnson (J&J) filed suit against CIBA Vision in the US and in Australia in September 2003, and later in New Zealand, claiming that our silicone
hydrogel product
Focus NIGHT & DAY
infringes a J&J packaging patent, and seeking a declaration that their planned launch of a silicone hydrogel
lens product does not infringe the Nicolson patents or that the patents are invalid. These cases are still pending.
4.C Organizational Structure
The Novartis Group is a multinational group of companies specializing in the research, development, manufacturing and marketing of innovative healthcare products.
Novartis AG, our Swiss holding company, owns, directly or indirectly, 100% of all significant operating companies. For a list of our significant operating subsidiaries, see note 31 to the consolidated
financial statements.
Up
to December 31, 2004, the Group was divided operationally into two Divisions: Pharmaceuticals and Consumer Health.
Our
Pharmaceuticals Division is organized into two marketing segments - Primary Care and Specialty Medicines - that develop and market branded pharmaceutical products in seven
therapeutic areas. The business of the Pharmaceuticals Division is organized into five Business Units: Primary Care, Oncology, Transplantation, Mature Products and Ophthalmics. However, because the
Business Units of the Pharmaceuticals Division have common long-term economic perspectives, common customers, common research, development, production and distribution practices, and a common
regulatory environment, their financial data is not required to be separately disclosed.
In
2004 the Consumer Health Division was comprised of six Business units: Sandoz generics, OTC self-medication, Animal Health, Medical Nutrition, Infant & Baby and CIBA Vision.
As
of January 1, 2005, Sandoz is a separate Division organized as a Retail Generics company which also operates two other businesses, Industrial Products and Biopharmaceuticals. Prior to
January 1, 2005, Sandoz was a Business Unit of the Consumer Health Division and was made up of three business franchises: pharmaceuticals, biopharmaceuticals and industrial products.
4.D Property, Plants and Equipment
Our principal executive offices are located in Basel, Switzerland. Our Business Units operate through a number of affiliates having offices, research facilities
and production sites throughout the world.
It
is our policy to own our facilities. A few sites (mainly in the US) are leased under long-term leases. Some of our principal facilities are subject to mortgages and other
security interests granted to secure indebtedness to certain financial institutions. As of December 31, 2004, the total amount of indebtedness secured by these facilities was not material to
the Group. We believe that our production plants and research facilities are well maintained and generally adequate to meet our needs for the foreseeable future.
81
The
following table sets forth our major production and research facilities.
Location/Division or Business Unit
Size of Site (in square meters)
Major Activity
Major Production facilities:
Pharmaceuticals
Taboão da Serra, Brazil
539,000 square meters
Capsules, tablets, syrups, suppositories, suspensions, creams, drop solutions, powders
Ringaskiddy, Ireland
532,000 square meters
Drug substances, intermediates
Basel, SwitzerlandKlybeck
254,000 square meters
Drug substances, intermediates
Basel, SwitzerlandSt. Johann
219,000 square meters
Drug substances, intermediates, biotechnology
Basel, SwitzerlandSchweizerhalle
237,000 square meters
Drug substances, intermediates
Stein, Switzerland
460,000 square meters
Steriles, tablets, capsules, transdermals
Grimsby, UK
929,000 square meters
Drug substances, intermediates
Suffern, NY
656,000 square meters
Tablets, capsules, transdermals
Horsham, UK
112,000 square meters
Tablets, capsules
Wehr, Germany
165,000 square meters
Tablets, creams, ointments
Torre, Italy
210,000 square meters
Tablets, biotechnology
Barbera, Spain
51,000 square meters
Tablets, capsules
Huningue, France
250,000 square meters (includes Animal Health facilities)
29,700 square meters (production and R&D facilities)
Veterinary immunologicals
Braintree, UK
10,000 square meters
Veterinary immunologicals
Huningue, France
6,000 square meters
Formulation and packaging of tablets, creams, ointments, suspensions and liquids
Medical Nutrition
Minneapolis, MN
33,500 square meters (production and R&D facilities)
Medical nutrition products
83
Osthofen, Germany
17,000 square meters (production and R&D facilities)
Medical nutrition and Nutrition & Santé products
Infant & Baby
Fremont, MI
107,000 square meters (production and R&D facilities)
Gerber
jarred baby food, fruit and vegetable juices, dry boxed cereal
Fort Smith, AR
80,451 square meters
Gerber
jarred baby food, dry cereal
Querétaro, Mexico
205,000 square meters
Gerber
jarred baby food, fruit and vegetable juices, dry canned and bagged cereal
Reedsburg, WI
30,000 square meters
Baby Care products; spill-proof cups, bottles, nipples, breast pads, pacifiers, overcaps
Campo Grande, Brazil
89,000 square meters
Baby Care products; spill-proof cups, bottles, nipples, breast pads, pacifiers, overcaps
Rzeszow, Poland
45,000 square meters
Gerber baby food, fruit juice
CIBA Vision
Pulau Batam, Indonesia
19,000 square meters
Contact lenses
Duluth, GA
34,000 square meters
Contact lenses
Des Plaines, IL
27,400 square meters
Freshlook
product line
Grosswallstadt, Germany
23,000 square meters
Contact lenses
Cidra, Puerto Rico
6,100 square meters
Contact lenses
Toronto, Canada
14,500 square meters
Lens care products
Major Research and Development Facilities:
Pharmaceuticals
East Hanover, NJ
177,398 square meters
General pharmaceutical products
Cambridge, MA
75,300 square meters
General pharmaceutical products
Basel, SwitzerlandKlybeck
140,000 square meters
General pharmaceutical products
84
Basel, SwitzerlandSt. Johann
150,000 square meters
General pharmaceutical products
Vienna, Austria
39,000 square meters
Dermatology
Tsukuba, Japan
20,600 square meters
General pharmaceutical products
Horsham and London, UK
37,700 square meters
Respiratory and nervous system diseases
Consumer Health
Sandoz
Kundl and Schaftenau, Austria
320,000 square meters total area (production and R&D facilities)
Biotech processes, innovations in antibiotic technologies
Menges, Slovenia
131,000 square meters (production and R&D facilities)
Biotech products and active drug substances
Ljubljana, Slovenia
83,000 square meters (production and R&D facilities)
Broad range of finished dosage forms
Kolshet, India
5,000 square meters
Generic pharmaceuticals
Dayton, NJ
29,000 square meters
Broad range of finished dosage forms
Boucherville, Canada
4,377 square meters
Injectable products
OTC
Lincoln, NE
44,870 square meters
Liquids, creams and tablets
Nyon, Switzerland
14,700 square meters (production and R&D facilities)
Over-the-counter medicine products
Animal Health
St. Aubin, Switzerland
26,000 square meters
Parasiticides
Larchwood, IA
29,700 square meters (production and R&D facilities)
Veterinary immunologicals development
Yarandoo, Australia
3,250 square meters
Animal Health products
Medical Nutrition
Minneapolis, MN
33,500 square meters (production and R&D facilities)
Medical nutrition products
85
Osthofen, Germany
17,000 square meters (production and R&D facilities)
Medical nutrition and Nutrition & Santé products
Infant & Baby
Fremont, MI
107,000 square meters (production and R&D facilities)
Baby food products
CIBA Vision
Duluth, GA
9,000 square meters
Vision-related medical devices
In 2004, we completed the expansion of the Novartis Institutes for BioMedical Research, Inc. (NIBRI) facility in Cambridge, Massachusetts., This new research
facility contains a total of 75,300 square meters of laboratory and office space. It will house over 800 scientists and technology experts, and approximately 1,000 employees in total. To date, we have
invested approximately $503 million in property, plant and equipment at this new facility.
Progress
is being made in the long-term redevelopment of our St. Johann headquarters site in Basel. This project, called "Campus," was started in 2001 with the aim of
transforming the site into a knowledge location with a primary emphasis on research activities and international corporate functions. Research now accounts for a greater proportion of our activities
at the site, and these changes need to be reflected since it is currently designed primarily for pharmaceuticals production. For the first phase of the Campus Project, which is planned through 2008, a
total of approximately $577 million (CHF 655 million) has been approved by the Board of Directors. A second phase is also planned. Costs related to this project will depend on the
pace of construction.
In
2004, we announced plans to build a new pharmaceuticals production facility in Singapore, providing additional needed capacity within our global manufacturing network. The facility
will produce tablets for the global market, and is expected to begin operations in 2007. We will invest approximately $180 million in the project, which includes building and equipment, leasing
of land, a distribution center and start-up costs.
We
also announced plans for an approximately $95 million (EUR 70 million) overall investment in a new generics production and logistics facility in Stryków,
Poland. Operated by Lek, a Sandoz company, the 25,000-meter complex will include an administration building, laboratories, production lines and storage centers.
Also
in 2004, we sold our pharmaceuticals production site in Hettlingen, Switzerland, to the French company Bernard Fraisse Group.
Environmental Matters
We integrate core values of environmental protection into our business strategy to add value to the business, manage risk and enhance our reputation.
We
are subject to laws and regulations concerning the environment, safety matters, regulation of chemicals and product safety in the countries where we manufacture and sell our products
or otherwise operate our business. These requirements include regulation of the handling, manufacture, transportation, use and disposal of materials, including the discharge of pollutants into the
environment. In the normal course of our business, we are exposed to risks relating to possible releases of hazardous substances into the environment which could cause environmental or property damage
or personal injuries, and which
86
could
require remediation of contaminated soil and groundwater. Under certain laws, we may be required to remediate contamination at certain of our properties regardless of whether the contamination
was caused by us, or by previous occupants of the property.
We
believe that we are in substantial compliance with environmental, health and safety requirements applicable to us. We are committed to providing safe and environmentally sound
workplaces that will not adversely affect the health or environment of employees or the communities in which we operate. We believe that we have obtained all material environmental permits required
for the operation of our facilities as well as all material authorizations required for the products produced by us. We believe that we are not currently subject to liabilities for
non-compliance with applicable environmental, health and safety laws that would materially and adversely affect our business, financial condition or results of operations. However, there
is a risk that legislation enacted in the future could create liabilities for past activities undertaken in compliance with then-current laws and regulations or that there is environmental
or other damage of which we are not aware.
In
recent years, the operations of all companies have become subject to increasingly stringent legislation and regulation related to occupational safety and health, product registration
and environmental protection. Such legislation and regulations are complex and constantly changing, and there can be no assurance that future changes in laws or regulations would not require us to
install additional controls for certain of our emission sources, to undertake changes in our manufacturing processes or to remediate soil or groundwater contamination at facilities where such
clean-up is not currently required. Some of our facilities are over 50 years old, and there may be soil and groundwater contamination at such facilities. However, based on current
information, we do not believe that expenditures related to such possible contamination, beyond those already accrued, will be significant.
Our
expenditures related to capital investments for environmental, health and safety compliance measures were approximately $79 million in 2004 ($10 million for environment),
$88 million in 2003 ($12 million for environment) and $42 million in 2002 ($7 million for environment). While we cannot predict with certainty our aggregate capital
environmental investments in 2005, based on current information and existing assets, we estimate that such aggregate expenditures will be comparable to the 2004 figure.
It
is difficult to estimate the future costs of environmental protection and remediation because of many uncertainties, including uncertainties about the state of laws, regulations and
information related to individual locations and sites. However, given our experience to date regarding environmental matters and the facts currently known, we believe that compliance with existing and
known national and local environmental laws and regulations will not have a material effect on our financial condition, but could be material to our results of operations in a given period.
Item 5. Operating and Financial Review and Prospects
5.A Operating Results
The following operating and financial review and prospects should be read in conjunction with our consolidated financial statements included in this
Form 20-F. The consolidated financial statements and the financial information discussed below have been prepared in accordance with International Financial Reporting Standards
(IFRS). Please see "Item 18. Financial Statementsnote 32" for a discussion of the significant differences between IFRS and US Generally Accepted Accounting Principles (US GAAP).
Overview
We are a world leader both in sales and in innovation in our continuing core businesses: pharmaceuticals and consumer health, which includes generics, OTC
self-medication, animal health, medical nutrition, infant and baby foods and products, and eyecare products, with global net sales of $28.2 billion in 2004. We aim to hold a
leadership position in all of our businesses.
87
Novartis AG was formed in 1996 out of a merger of two global participants in the pharmaceutical and agrochemical industries, Sandoz AG and CIBA-Geigy AG. Accounting for the
merger under IFRS was based on a uniting of interests and therefore did not result in any goodwill nor in any goodwill amortization. Under US GAAP, the merger is accounted for as a purchase of
CIBA-Geigy AG by Sandoz AG. For a discussion of the significant differences between IFRS and US GAAP purchase accounting, see "Item 18. Financial Statementsnote 32."
In
November 2000, we spun off our Crop Protection and Seeds businesses and merged them with AstraZeneca's Zeneca Agrochemicals to create Syngenta AG, a public company.
Factors affecting results
The global health care market is growing rapidly due to, among other reasons, the aging population in developed countries, unmet needs in many therapeutic areas
(such as cancer and cardiovascular disease), the adoption of more industrialized lifestyles in emerging economies, and increased consumer demand fueled by broad and rapid access to information. At the
same time, the health care industry is under increasing pressure to reduce prices as payors in the public and private sectors seek to curb rising health care costs.
Our
revenues are directly related to our ability to identify and develop high potential products and to bring them to market quickly and effectively. Efficient and productive research
and development is crucial in this environment since Novartis, like its competitors, searches for efficacious and cost-efficient pharmaceutical solutions to health problems. The resource
requirements to access the full range of new technologies has been one reason for industry consolidation, as well as the increase in collaborations between leading companies and niche players at the
forefront of their particular technology areas. The growth in new technology, particularly genomics, is expected to have a fundamental impact on the pharmaceutical industry and upon our future
development.
Competition
in the generic pharmaceutical market continues to intensify as the pharmaceutical industry adjusts to increased pressures to contain health care costs. Brand-name
companies have taken aggressive steps to counter the growth of the generics industry. In particular, brand-name companies continue to sell their products to the generic market directly by
acquiring or forming strategic alliances with generic pharmaceutical companies. No significant regulatory approvals are required for a brand-name manufacturer to sell directly or
through a third party to the generic market. In addition, brand-name companies continually seek new ways to delay generic introduction and to decrease the impact of generic competition.
These efforts by the brand-name pharmaceutical industry have had, and likely will continue to have, a negative effect on the results of operations of our Sandoz Division.
Under
US law the Food and Drug Administration (FDA) must award 180 days of market exclusivity to the first generic manufacturer who challenges the patent of a branded product.
However, recent changes in the Hatch-Waxman Act may affect the availability of this market exclusivity in the future. The new amendments now require generic applicants to launch their products within
certain time frames or risk losing the marketing exclusivity that they had gained through being a first-to-file applicant.
At
times we seek approval to market generic products before the expiration of patents held by others for those products, based upon our belief that such patents are invalid,
unenforceable, or would not be infringed by our products. As a result, Novartis often faces significant patent litigation. If we are unsuccessful in such litigation, then its ability to launch new
products will be substantially limited. In addition, depending upon a complex analysis of a variety of legal and commercial factors, we may, in certain circumstances, elect to market a generic product
even though litigation is still pending. This could be before any court decision or while an appeal of a lower court decision is pending. Should we elect to proceed in this manner, we could face
substantial patent liability damages if the final court decision is adverse to us.
In
addition, competitive conditions have intensified as a result of regulation, price reductions, reference prices, parallel imports, higher patient co-payments and increased
pressure on physicians to
88
reduce
their prescribing of prescription medicines. Pressure on our Pharmaceutical Division and other pharmaceutical companies to lower prices is expected to increase primarily due to government
initiatives to reduce patient reimbursement, restrict prescribing levels, increase the use of generics and impose overall price cuts. The introduction of technologically innovative products and
devices by competitors and growing product distribution and importation anomalies, mainly in the EU, pose additional challenges. Exchange rate exposure also affects our results since we have both
sales and costs in many currencies other than the US dollar, our reporting currency. This gives rise to both transaction exposure in subsidiary financial statements due to foreign currency denominated
transactions and translation exposure from converting non-US dollar subsidiary results and balance sheets into the our US dollar consolidated financial statements. Our results have not
been significantly affected by inflation.
Critical Accounting Policies
Our principal accounting policies are set out in note 1 of the Group's consolidated financial statements and conform to International Financial Reporting
Standards (IFRS). Significant judgments and estimates are used in the preparation of the consolidated financial statements which, to the extent that actual outcomes and results may differ from these
assumptions and estimates, could affect the accounting in the areas described in this section.
Revenue
Revenue is recognized when title and risk of loss for the products is transferred to the customer. Accruals for US Medicaid and similar rebates in the US and
other countries, chargebacks, estimated returns, customer rebates and discounts are established concurrently with the recognition of revenue. Accordingly, sales are reported net of these allowances
which, since they are estimated, may not fully reflect the final outcome.
The
following briefly describes the nature of each accrual and how such accruals are estimated with specific reference to the US practices:
The
US Medicaid program, established under Title XIX of the Social Security Act, is a state administered program, using state and federal funds, to provide assistance to
certain vulnerable and needy individuals and families. In 1990, the Medicaid Drug Rebate Program was established to reduce state and federal expenditures for prescription drugs. Under the rebate
program, we have signed an agreement to provide a rebate on drugs paid for by a state. Provisions for estimating Medicaid Rebates are calculated using a combination of historical experience, product
and population growth, anticipated price increases, the impact of contracting strategies and specific terms in the individual state agreements. These provisions are adjusted based upon the established
refiling process with the individual states.
We
participate in prescription drug savings programs that offer savings to patients that are eligible Medicare participants. These savings vary based on a patient's current
drug coverage and personal income levels.
We
have arrangements with certain parties establishing discounted prices for our products. A chargeback represents the difference between the invoice price to the wholesaler
and the indirect customer's contract discount price. Provisions for estimating chargebacks are calculated using a combination of historical experience, product growth rates and the specific terms in
each agreement.
Where
there is a historical experience of agreeing to customers returns, we record a reserve for estimated sales returns by applying historical experience of customer
returns to the amounts invoiced and the amount of returned product to be destroyed versus product that can be placed back in inventory for resale.
89
Our
policy relating to supply of pharmaceuticals products is to maintain inventories on a consistent level from year to year based on the pattern of consumption. A process
exists at Novartis Pharmaceuticals Corporation to monitor on a monthly basis inventory levels at wholesalers based on the gross sales volume, prescription volumes based on IMS data and information
received from the key wholesalers. Based on this information, the inventories on hand at wholesalers and other distribution channels in the US are less than one month at December 31, 2004.
Similar processes exist in the Sandoz generics and OTC businesses. We believe the third party data sources of information are sufficiently reliable, however their accuracy cannot be verified.
Customer
rebates are offered to key managed care, group purchasing organizations and other direct and indirect customers to sustain and increase our product market share.
These rebate programs provide that the customer receive a rebate after attaining certain performance parameters relating to product purchases, formulary status and/or pre-established
market share milestones relative to competitors. Since rebates are contractually agreed upon, rebates are estimated based on the specific terms in each agreement, historical experience and product
growth rates.
Cash
discounts are offered to customers to encourage prompt payment that is accrued at the time of invoicing.
Shelf-stock
adjustments are granted to customers based on the existing inventory of a customer following decreases in the invoice or contract price of the related product.
Provisions for
shelf-stock adjustments are determined at the time of the price decline or at the point of sale if a price decline is reasonably estimable and are based on estimated inventory levels.
Historical
data has been adjusted, where applicable, to give effect to subsequent events, including, primarily, the effect of increased turnover on such provisions.
The
US market has the most complex arrangements in this area. The following tables show the extent of rebates made and payment experiences in the US in 2004 for our key subsidiaries
affected, which are Novartis Pharmaceuticals Corporation, Sandoz Inc. and Novartis Consumer Health Inc. (OTC):
Accruals for Revenue Deductions in the US
Income Statement charge
January 1,
2004
Payments
Adjustments of
prior years
Current year
December 31,
2004
($ millions)
($ millions)
($ millions)
($ millions)
($ millions)
Medicaid rebates & credits including prescription drug saving cards
247
(562
)
(15
)
639
309
Managed Health Care rebates & other rebates
251
(565
)
(34
)
572
224
Chargebacks
162
(819
)
(1
)
799
141
Sales Returns
190
(127
)
(1
)
103
165
Other deductions
91
(351
)
(1
)
345
84
Total
941
(2,424
)
(52
)
2,458
923
90
Gross to Net sales reconciliation in the US
2004
% of gross
sales
($ millions)
Gross Sales subject to deductions
11,028
100
Medicaid & Medicare rebates and prescription drug saving cards
(624
)
(6
)
Managed Health Care rebates & other rebates
(538
)
(5
)
Chargebacks including Hospital chargebacks
(800
)
(7
)
Sales Returns
(115
)
(1
)
Other deductions
(355
)
(3
)
Total Gross to Net sales adjustments
(1)
(2,432
)
(22
)
Net sales
8,596
78
(1)
$26 million
was charged directly to the Income Statement without being recorded in the Revenue Deduction Accruals.
Impairment of long-lived assets
Long-lived assets are regularly reviewed for impairment, including identifiable intangibles and goodwill, whenever events or changes in circumstance
indicate that the balance sheet carrying amount of the asset may not be recoverable. In order to assess if there is any impairment, estimates are made of the future cash flows expected to result from
the use of the asset and its eventual disposal. If the balance sheet carrying amount of the asset is more than the higher of its value in use to us or its anticipated net selling price, an impairment
loss for the difference is recognized. Actual outcomes could vary significantly from such estimates of discounted future cash flows. Factors such as changes in the planned use of buildings, machinery
or equipment, or closing of facilities or lower than anticipated sales for products with capitalized rights could result in shortened useful lives or impairment. Additional information on the
US GAAP carrying values of trademarks, product and marketing rights is presented in note 32 m (xi).
Fair value or impairments adjustments on financial instruments
We have extensive investments in marketable securities and have significant derivative financial instrument positions that are mainly, but not exclusively, held
for hedging underlying positions. Depending on the development of equity and derivative markets, it may be necessary to recognize impairments on the marketable securities or losses on the derivative
positions in our consolidated income statement.
Investments in associated companies
We have investments in associated companies (defined generally as investments of between 20% and 50% of a company's voting shares) that are accounted for by using
the equity method. Due to the various estimates that have been made in applying the equity method, the amounts recorded in the consolidated financial statements in respect of Roche Holding AG and
Chiron Corporation may require adjustments in the following year after more financial and other information becomes publicly available.
Retirement benefit plans
We sponsor pension and other retirement plans in various forms covering employees who meet eligibility requirements. These plans cover the majority of our
employees. Several statistical and other factors that attempt to anticipate future events are used in calculating the expense and liability related to
91
the
plans. These factors include assumptions about the discount rate, expected return on plan assets and rate of future compensation increases, as determined by our management within certain
guidelines. In addition, our actuarial consultants use statistical information such as withdrawal and mortality rates for their estimates. The actuarial assumptions used may differ materially from
actual results due to changing market and economic conditions, higher or lower withdrawal rates or longer or shorter life spans of participants. These differences may result in a significant impact to
the amount of pension income or expense recorded in future years.
Environmental provisions
We have provisions for environmental remediation costs. The material components of the environmental provisions consist of costs to fully clean and refurbish
contaminated sites and to treat and contain contamination at sites where the environmental exposure is less severe. Future remediation expenses are affected by a number of uncertainties that include,
but are not limited to, the method and extent of remediation, the percentage of waste material attributable to us at the remediation sites relative to that attributable to other parties, and the
financial capabilities of the other potentially responsible parties. We believe that our total provisions for environmental matters are adequate based upon currently available information. However,
given the inherent difficulties in estimating liabilities in this area, we cannot guarantee that additional costs will not be incurred beyond the amounts accrued. The effect of resolution of
environmental matters on results of operations cannot be predicted due to uncertainty concerning both the amount and the timing of future expenditures and the results of future operations. Our
management believes that such additional amounts, if any, would not be material to our financial condition but could be material to future results of operations in a given period.
Litigation provisions
A number of our subsidiaries are subject to litigation arising out of the normal conduct of their businesses, as a result of which claims could be made against
them which might not be covered by existing provisions or by insurance. Our management believes that the outcomes of such actions, if any, would not be material to our financial condition but could be
material to future results of operations in a given period.
Goodwill under US GAAP
In 2004, according to IFRS we continued to amortize goodwill even though for US GAAP purposes we ceased to amortize goodwill in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 142
Goodwill and Other Intangible Assets
. SFAS 142 requires us to perform an annual review of
our US GAAP goodwill for impairment. Based on this annual review, we recognize impairment losses if necessary. In particular, just under US GAAP, we have goodwill relating to Gerber Products with a
carrying amount of $2.9 billion at December 31, 2004. As required, we performed our annual impairment test of goodwill in 2004, which did not require us to record an impairment charge.
The process of evaluating goodwill involves making adjustments and estimates relating to the projection and discounting of future cash flows. This evaluation is sensitive to changes in the discount
rate. An increase to discount rates is likely to result in a significant impairment charge under US GAAP.
Accounting developments
The International Accounting Standards Board (IASB) has and will continue to critically examine current International Financial Reporting Standards (IFRS) with a
view toward increasing international harmonization of accounting rules. This process of amendment and convergence of worldwide accounting rules resulted in significant amendments to the existing rules
from January 1, 2005 in such areas as the accounting for share-based compensation, goodwill and intangibles, marketable securities and derivative financial instruments as well as the
classification of certain income statement and balance sheet positions. These are discussed in more detail in note 32 m (xii) of our consolidated financial statements.
92
Compliance with Sarbanes-Oxley Act of 2002 on internal control over financial reporting
In line with domestic US registrants with the Securities and Exchange Commission (SEC), we have successfully completed our assessment of internal control over
financial reporting under Section 404 of the Sarbanes-Oxley Act in 2004 and obtained on this assessment a report from our independent auditors. No material weaknesses were revealed by this
extensive review of the internal control over financial reporting. Please see Item 15"Controls and Procedures" for a more detailed discussion of our assessment.
93
Results of Operations
The following table sets forth selected income statement data for each of the periods indicated.
2004
2003
2002
($ millions)
($ millions)
($ millions)
Net sales to third parties
Pharmaceuticals
18,497
16,020
13,528
Sandoz
3,045
2,906
1,817
OTC
1,975
1,772
1,521
Animal Health
756
682
623
Medical Nutrition
1,121
815
711
Infant & Baby
1,441
1,361
1,333
CIBA Vision
1,412
1,308
1,135
Consumer Healthongoing
9,750
8,844
7,140
Divested Health & Functional Food activities
209
Consumer Health
9,750
8,844
7,349
Group net sales
28,247
24,864
20,877
Net sales
28,247
24,864
20,877
Cost of Goods Sold
(6,625
)
(5,894
)
(4,994
)
Marketing & Sales
(8,873
)
(7,854
)
(6,737
)
Research & Development
(4,207
)
(3,756
)
(2,843
)
General & Administration
(1,540
)
(1,381
)
(1,146
)
Other income & expense
(463
)
(90
)
(65
)
Group Operating income
6,539
5,889
5,092
Operating income by Division/Business Unit
Pharmaceuticals
5,253
4,423
3,891
Sandoz
235
473
265
OTC
351
309
240
Animal Health
78
88
92
Medical Nutrition
32
82
4
Infant & Baby
274
254
227
CIBA Vision
236
153
118
Divisional Management
(25
)
(39
)
Consumer Healthongoing
1,181
1,320
946
Divested Health & Functional Food activities
140
Consumer Health
1,181
1,320
1,086
Corporate income, net
105
146
115
Operating income
6,539
5,889
5,092
Result from associated companies
142
(200
)
(7
)
Financial income, net
227
379
613
Taxes
(1,126
)
(1,008
)
(959
)
Minority interests
(15
)
(44
)
(14
)
Net income
5,767
5,016
4,725
94
2004 Compared to 2003
The following compares our results in the year ended December 31, 2004 to those of the year ended December 31, 2003. Our
analysis is divided as follows:
1.
Overview
2.
Net Sales by Division and Business Unit
3.
Operating Expenses
4.
Operating Income by Division and Business Unit
5.
Net Income
1. Overview
Our net sales rose 14% (+9% in local currencies, or lc) to $28.2 billion in 2004 as strong results were recorded in both Pharmaceuticals as well as
Consumer Health, where OTC and Medical Nutrition offset lower net sales growth in the Sandoz generics business. Volume increases were the primary growth driver contributing 8 percentage points
to our net sales growth. Currency benefits added 5 percentage points, while acquisitions added one percentage point and price increases across the Group were insignificant (<1%).
Pharmaceuticals accounted for 65% of our total net sales and Consumer Health 35%, while the US accounted for 40% of our total net sales, Europe for 36% and the rest of the world for 24%.
Operating
income advanced 11%, supported by strong volume expansion of leading Pharmaceutical products. Most categories of functional expenses had a positive impact on the operating
margin. Cost of Goods Sold (COGS) rose 12% but declined as a percentage of net sales by 0.2 percentage points to 23.5% owing mainly to efficiency gains and better product mix in
Pharmaceuticals. Marketing & Sales fell 0.2 percentage points to 31.4% of net sales based primarily on sales-force productivity improvements, while Research & Development declined
0.2 percentage points to 14.9% of net sales following fewer upfront development costs. General & Administrative expenses also rose at a slower pace than net sales, accounting for 5.5% of
net sales. Our operating margin, however, fell 0.6 percentage points to 23.1% from 23.7% in 2003 due mainly to one-time charges in Sandoz, Medical Nutrition and Animal Health that
led to higher Other Operating Expenses.
The
main factors contributing to higher Other Operating Expenses were substantially lower Corporate pension income of $102 million; increased restructuring charges and related
impairments on property, plant & equipment in the Sandoz generics business of $37 million, a reduction of $171 million in hedging gains on anticipated intragroup sales and lower
product divestment gains principally due to the $178 million
Fioricet/Fiorinal
gain recorded in 2003. Overall, the strong organic growth and
positive contribution this year from associated companies resulted in net income expanding 15% to $5.8 billion. Earnings per share rose 16%, slightly more than net income due to the impact of
the share buy-back program, to $2.36 per share in 2004 from $2.03 per share in 2003.
95
2. Net Sales by Division and Business Unit
The following table sets forth selected net sales data for each of the periods indicated.
Year ended December 31,
Change in $
Change in local
currencies
2004
2003
($ millions)
($ millions)
(%)
(%)
Net sales
Pharmaceuticals
18,497
16,020
15
10
Sandoz
3,045
2,906
5
(1
)
OTC
1,975
1,772
11
5
Animal Health
756
682
11
5
Medical Nutrition
1,121
815
38
31
Infant & Baby
1,441
1,361
6
6
CIBA Vision
1,412
1,308
8
2
Consumer Health
9,750
8,844
10
5
Total
28,247
24,864
14
9
As discussed in the Critical Accounting Policies Section, the US market has the most complex arrangements in the area of deductions from gross
sales to arrive at net sales, which is the starting point for all our discussions on our sales developments. The following table shows the extent of rebates made in the US for our key subsidiaries
affected, which are Novartis Pharmaceuticals Corporation, Sandoz Inc. and Novartis Consumer Health Inc. (OTC):
Gross to Net sales reconciliation in the US
2004
% of gross
sales
2003
% of gross
sales
($ millions)
($ millions)
Gross Sales subject to deductions
11,028
100
10,429
100
Medicaid & Medicare rebates and prescription drug saving cards
(624
)
(6
)
(390
)
(4
)
Managed Health Care rebates & other rebates
(538
)
(5
)
(557
)
(5
)
Chargebacks including Hospital chargebacks
(800
)
(7
)
(1,008
)
(10
)
Sales Returns
(115
)
(1
)
(184
)
(2
)
Other deductions
(355
)
(3
)
(411
)
(4
)
Total Gross to Net sales adjustments
(1)
(2,432
)
(22
)
(2,550
)
(25
)
Net sales
8,596
78
7,879
75
(1)
$26 million
was charged directly to the Income Statement without being recorded in the Revenue Deduction Accruals (2003: $38 million).
96
The principal reason for the changes in the percentage deductions from gross sales are the following:
The
2 percentage points increase in Medicaid & Medicare rebates and prescription drug saving cards is mainly due to an increase in Consumer Price Index penalties resulting from 2004
pricing actions, additional state supplemental programs and an increase in the growth of the Medicaid population.
The
Consumer Price Index (CPI) penalties represent the increase in Medicaid rebates due to Novartis price increases in a given year exceeding the U.S. inflation rate, which is calculated
on a cumulative basis over the life of each product.
The
3 percentage points decrease of Chargebacks including Hospital chargebacks is principally a reflection of the lower gross sales in 2004 compared to 2003 of Sandoz Inc.
Pharmaceuticals Division
The Pharmaceuticals Division, bolstered by the five blockbusters
Diovan, Gleevec/Glivec, Lamisil, Zometa and
Neoral
, reported a net sales increase of 15% (+10% lc) amid outstanding performances from top-selling prescription drugs in both the Primary Care and Specialty
Medicines portfolios and above-average growth in several key markets. Most therapeutic areas expanded at double-digit rates in US dollars. Volume expansion contributed 10 percentage points,
while currency benefits added five percentage points. Price changes had little impact.
Total
net sales of strategic franchise products (Pharmaceutical net sales excluding mature products) rose 21% (+16% lc) to $15.4 billion as seven of the top ten drugs delivered
robust double-digit net sales increases. Primary Care (excluding Mature Products) reported a net sales increase of 21% (+17% lc), led by the strong cardiovascular franchise (+21%, +17% lc) with the
ongoing growth of the antihypertensive medicines
Diovan
, the No. 1 angiotensin receptor blocker (ARB) and No. 2 branded antihypertensive
worldwide, and
Lotrel
, the No. 1 branded US combination high blood pressure treatment. Net sales in Specialty Medicines, which includes our
activities in Oncology, Transplantation & Immunology, and Ophthalmics, rose 22% (+15% lc) to $6.1 billion and accounted for 33% of Pharmaceuticals net sales versus 31% in 2003. The
Oncology franchise reported a 28% (+22% lc) advance, ranking as one of the fastest-growing businesses in its sector. The key oncology drugs
Gleevec/Glivec,
Zometa
and
Femara
delivered dynamic growth as new data was presented during 2004 that continued to demonstrate benefits to
patients. Mature Products reported a 7% decline (-12% lc) in net sales to $3.1 billion.
Primary Care
Diovan
(+28%; +22% lc; +20% US) maintained a strong growth rate in 2004 in the US and worldwide with net sales exceeding
$3.0 billion, reaffirming its position as the world's leading ARB and one of the fastest-growing branded hypertension medicines. In the US,
Diovan
reached 2.6% of the US broad antihypertension
market segment and 38.5% of the ARB therapeutic category (IMS Health data as of
December 2004), which is expected to remain one of the most dynamic pharmaceutical categories in the coming years. Net sales growth has been driven primarily by data from recent successful
outcome trials, the global rollout of more effective doses and the recent launch of our sponsored hypertension awareness program in the US. We recently received an approvable letter from the US Food
and Drug Administration (FDA) for
Diovan
to treat high-risk heart attack patients, an indication already approved in 27 countries, including
the UK. Approval is pending further discussions with the FDA.
Lotrel
(+18% US), the No. 1 US fixed combination treatment for hypertension, delivered double-digit net sales growth
in 2004, amid an increased focus on the efficacy of antihypertension agents in the US.
Lotrel
has expanded its position as the No. 1 branded
combination therapy, a position held since 2002, based on greater awareness of the need for patients to achieve lower blood pressure goals set by national guidelines.
Lotrel
, which is sold only in the
US, also benefited from the US hypertension awareness program.
97
Lamisil
(+19%; +14% lc; +23% US), the leading treatment wordwide for fungal nail infections, achieved net sales of more than
$1 billion for the first time after extending its US market segment leadership position to a high of 72% (IMS Health data as of November 2004). Higher disease awareness in the US and in
leading European markets were key growth drivers, with France reporting the highest net sales in Europe.
Elidel
(+49%; +47% lc; +36% US), the world's No. 1 branded prescription agent for eczema, outperformed the market
segment growth (+54%
Elidel
vs. 7.8% IMS top 16 countries as of October 2004) to deliver excellent net sales. In 2004, the influential UK
National Institute for Clinical Excellence (NICE) recommended the use of
Elidel
, which is now available in approximately 90 countries worldwide, for
treating appropriate cases of eczema.
Zelnorm/Zelmac
(+81%; +80% lc +89% US), a breakthrough therapy for irritable bowel syndrome (IBS) with constipation
(IBS-C) and the first and only prescription medicine for chronic idiopathic constipation, reached $299 million in net sales. A key driver has been increasing patient and physician
awareness of the availability of a medicine to treat these diseases effectively. Results of the ZENSAA study published in 2004 showed the treatment to be highly effective as a repeat treatment for
women with IBS and additionally demonstrated dramatic improvements in important quality of life measures. This study was the basis for resubmission in the European Union in October 2004, with a
decision expected in 2005. The US Food and Drug Administration (FDA) granted approval in August 2004 for the additional indication of treating chronic idiopathic constipation in both men and
women under age 65.
Specialty Medicines
Oncology
Net sales rose 28% to $4.2 billion driven by growth in the following products:
Gleevec/Glivec
(+45%; +36% lc; +23% US), for all stages of Philadelphia-chromosome positive (Ph+) chronic myeloid leukemia
(CML) and certain forms of gastro-intestinal stromal tumors (GIST), continued to grow dynamically amid further penetration of both the CML and GIST markets as well as continued increases in the
average daily dose. New data presented at the American Society of Hematology meeting in December demonstrated that most newly diagnosed patients with Ph+ CML receiving 400 mg daily maintained their
response to therapy long term. A separate study found patients receiving 800 mg daily had better outcomes compared to patients receiving 400 mg daily. In addition, encouraging data on the use of
Gleevec/Glivec
in the treatment of Ph+ acute lymphoblastic leukemia (ALL) and gliobastoma multiforme (GBM) were presented at major medical meetings in
the fourth quarter. The
Glivec
International Patient Assistance Program is now open in 71 countries, and the combined
Gleevec/Glivec
patient assistance
programs are providing treatments to more than 10,000 patients worldwide who otherwise would not have access to this
innovative therapy.
Zometa
(+21%; +17% lc; US: +10%), the top intravenous bisphosphonate for bone metastases, achieved blockbuster status in 2004
by continuing to post solid growth despite challenges related to US Medicare reimbursement policy and increasing competition as well as high penetration rates in breast cancer and myeloma.
Zometa
continued to make progress on increasing the use of intravenous (IV) bisphosphonates in the treatment of prostate and lung cancer
patients, two of the most common forms of cancer worldwide.
Femara
(+70%; +62% lc; US: +137%), a leading first-line therapy for early and advanced breast cancer in
postmenopausal women, generated high double-digit growth in 2004.
Femara
has now been approved in 20 countries, including the US, for a new indication
as the only post-tamoxifen treatment for early breast cancer based on the landmark MA-17 study, which showed
Femara
significantly increased a woman's chance of staying cancer-free following five years of adjuvant (post-surgery) tamoxifen therapy.
98
Ophthalmics
Net sales rose 25% (+19% lc) to $0.8 billion based on a continued strong performance from Visudyne (+25%; +20% lc; +15% US), the world's leading treatment
for "wet" AMD (age-related macular degeneration), the leading cause of blindness in people over age 50 in developed countries. Improved US Medicare reimbursement for additional lesion
types supported US sales growth, while sales in Europe remained strong.
Transplantation
Net sales rose 1% (-5% lc) to $1.1 billion as the
Neoral/Sandimmun
franchise (-1%;
-7% lc; -17% US) experienced slightly decreased net sales worldwide although, market share gains were made in the US liver transplant segment because of an overall slow erosion
by generic competition in the US and some other key markets.
Myfortic
, an immunosuppressant used in kidney transplant patients, was launched in over 40
countries, including the US, and continued to gain market share.
Certican
, a novel proliferation signal inhibitor, received European Union Mutual
Recognition Procedure review from 10 new EU accession countries and was approved in Australia. We celebrated our 20 years of experience in transplantation in 2004 at the International Society
of Transplantation meeting in Vienna.
99
Top 20 Pharmaceutical Division Product Net Sales2004
Net sales rose 10% (+5% lc) to $9.8 billion as double-digit net sales expansion, in part due to currency exchange benefits resulting from a weakness of the
US dollar, in OTC, Animal Health and Medical Nutrition offset slower growth in Sandoz, Infant & Baby and CIBA Vision. Volume expansion overall in Consumer Health contributed two percentage
points to growth, while currencies added five percentage points. Price increases, on average, were insignificant.
Sandoz
Sandoz net sales rose 5% (-1% lc) to $3.0 billion following an exceptionally strong 2003 performance driven by the launch of the antibiotic
AmoxC
in the US. Competitive pricing pressures also emerged during 2004 especially in the US and Germany.
100
OTC (Over-The-Counter self-medications)
OTC net sales climbed 11% (+5% lc) to $2.0 billion, led by strong performances from key strategic brands, including the smoking cessation product
Nicotinell/Habitrol,
the topical OTC version of the antifungal agent
Lamisil
and the laxatives
Ex-Lax/Benefiber.
Another
key growth driver was the introduction of a new thin-film form of the cold/cough remedies
Triaminic/Thera-Flu
, strategic OTC brands, that melts on the tongue with no need for water.
Animal Health
Animal Health net sales reported a 11% (+5% lc) increase to $0.8 billion, supported by double-digit growth in the companion-animal franchise and strong
market share gains for new brands such as
Deramaxx
for the treatment of pain and inflammation associated with osteoarthritis in dogs as well as
Milbemax
for intestinal worm control in dogs and cats. Growth from these new products helped to
offset the loss of net sales from recently divested products. In the farm animal franchise, the farm fly control product
Agita
supported net sales
growth.
Medical Nutrition
Medical Nutrition net sales rose 38% (+31% lc) to $1.1 billion, due mainly to the successful completion in February 2004 of the acquisition of the
adult medical nutrition business of Mead Johnson from Bristol-Myers Squibb Company. This acquisition added 28 percentage points to Medical Nutrition's net sales growth in 2004. Organic growth
was driven by a continued focus on targeting the needs of patients with specific diseases such as cancer and diabetes and on the home-care channel.
Infant & Baby
Infant & Baby net sales grew 6% (+6% lc) to $1.4. billion, outpacing industry growth due to the Gerber baby food brand in the US. The packaging conversion
to plastic jars continued to boost net sales in the US baby food segment, as did the launch of innovative finger food products for toddlers.
CIBA Vision
CIBA Vision net sales were up 8% (+2% lc) to $1.4 billion, supported by ongoing growth of the
DAILIES, NIGHT &
DAY
lenses and the lens care product range. CIBA Vision launched its
0
2
Optix
product range in 2004, a group of
contact lenses with higher oxygen transmissibility, to competitively penetrate the weekly/monthly lens segment.
3. Operating Expenses
Year ended December 31,
Change in $
2004
2003
($ millions)
($ millions)
(%)
Net sales
28,247
24,864
14
Cost of Goods Sold
(6,625
)
(5,894
)
12
Marketing & Sales
(8,873
)
(7,854
)
13
Research & Development
(4,207
)
(3,756
)
12
General & Administration
(1,540
)
(1,381
)
12
Other Income & Expense
(463
)
(90
)
Operating income
6,539
5,889
11
101
Cost of Goods Sold
Cost of Goods Sold rose 12% to $6.6 billion in 2004 but fell as a percentage of net sales to 23.5% in 2004 from 23.7% in 2003 due mainly to ongoing
productivity improvements and a favorable product mix in Pharmaceuticals.
Our
current definition of Cost of Goods Sold excludes the amortization and impairment of product and patent rights and trademarks. $264 million amortization and impairment charges
(2003: $260 million) relating to these intangibles are included in Other Operating Expenses. Had these charges been included in Cost of Goods Sold then the gross profit margin would have been
75.6% and 75.2% in 2004 and 2003, respectively.
Marketing & Sales
Marketing & Sales expenses increased 13% to $8.9 billion but declined slightly as a percentage of net sales to 31.4% compared to 31.6% in 2003,
mainly reflecting the impact of productivity gains in the Pharmaceuticals US sales-force.
Research & Development
Research & Development expenses rose 12% in 2004 to $4.2 billion, reflecting investments in the Novartis Institutes for BioMedical Research in the
US, but declined as a percentage of net sales to 14.9% compared to 15.1% in 2003, partly reflecting lower development milestone payments compared to 2003.
General & Administration
General & Administration expenses rose 12% to $1.5 billion in 2004 expanding at a slower pace than net sales, leading to a modest improvement as a
percentage of net sales to 5.5% compared to 5.6% in 2003.
Other Income & Expense
Other Income & Expense was a net charge of $463 million in 2004 compared to $90 million in 2003, reflecting a series of factors that included
$102 million less Corporate pension income, $171 million less hedging gains on intragroup sales, as well as lower income from product divestments principally related to the
$178 million gain in 2003 from selling the
Fioricet/Fiorinal
product range and $37 million additional impairment and restructuring charges
in Sandoz.
As
noted above Other Income & Expense includes $264 million (2003: $260 million) of amortization and impairment charges related to product and patent rights and
trademarks. Under US GAAP, these expenses would be included in Cost of Goods Sold.
102
4. Operating Income by Division and Business Unit
Operating income growth advanced 11% to $6.5 billion at a slower rate than net sales due to higher Other Operating Expenses in 2004 leading to an operating
margin decline of 0.6 percentage points from 23.7% of net sales in 2003 to 23.1% in 2004.
Year ended December 31,
Change in $
2004
2003
($ millions)
($ millions)
(%)
Pharmaceuticals
5,253
4,423
19
Sandoz
235
473
(50
)
OTC
351
309
14
Animal Health
78
88
(11
)
Medical Nutrition
32
82
(61
)
Infant & Baby
274
254
8
CIBA Vision
236
153
54
Divisional Management
(25
)
(39
)
(36
)
Consumer Health
1,181
1,320
(11
)
Corporate income, net
105
146
(28
)
Total
6,539
5,889
11
Pharmaceuticals Division
In Pharmaceuticals, operating income expanded significantly faster than net sales, rising 19% to $5.3 billion. This resulted in a margin expansion of
0.8 percentage points to 28.4% of net sales from 27.6% in 2003. An improvement of 0.8 percentage points in Cost of Goods Sold (COGS), mainly from productivity gains and improved product
mix, was an important contributor. Marketing & Sales expenses fell 0.2 percentage points to 33.0% based in part on sales-force productivity improvements, particularly in the US.
Research & Development expenses rose 13% on investments in the Novartis Institutes for BioMedical Research (NIBR) and late-stage clinical trial programs. However, R&D expenses
declined 0.4 percentage points to 18.8% as fewer upfront development costs were paid compared to 2003. Other Operating Expenses increased 56% as a result of several factors, including a decline
of $171 million in hedging gains on intragroup sales and lower income from product divestments compared to 2003, which included a one-time gain of $178 million from the sale
of the
Fioricet/Fiorinal
product range. General & Administrative costs fell to 3.5% of net sales from 3.6% in 2003.
Consumer Health Division
Operating income declined 11% to $1.2 billion despite strong expansion in OTC, Animal Health and CIBA Vision. One-off charges of
$120 million were recorded, which included $37 million in restructuring charges and related impairments of property, plant & equipment at Sandoz, a one-time inventory
write-down of $18 million in Animal Health, one-time costs of $14 million associated with the acquisition of Mead Johnson and the creation of a $51 million
provision in Medical Nutrition to cover legal liabilities related to an investigation by the US Department of Justice in the US enteral pump market. Novartis Nutrition Corporation is currently in the
process of negotiating a possible settlement of that portion of the investigation directed against it which is described in more detail in Item 8.A.7legal proceedings. Excluding these
one-off items, operating income would have declined 1% to $1.3 billion and the operating margin would have been 13.3% compared to 14.9% in 2003.
103
Sandoz
Operating income declined sharply to $235 million compared to $473 million in 2003, due primarily to the impact of competitive pressures on pricing,
particularly in the US and Germany. As a consequence, a further impairment of our German operation's goodwill of $73 million was required due to the effects that competitive pressures were
likely to have on the business outlook. This follows a similar impairment of $72 million recorded in 2003. Other operating expenses also included $37 million of restructuring charges and
related impairments of property, plant & equipment related to operations in Germany, Italy, Austria and Slovenia affecting 363 employees in total. The operating margin fell to 7.7% compared to
16.3% in 2003.
OTC (over-the-counter self medication)
Operating income rose 14% to $351 million, benefiting from strong volume growth in strategic brands and tight cost control as well as the 2003 impact of
non-recurring costs from exiting a Japanese joint venture.
Animal Health
Operating income fell 11% to $78 million, due mainly to the negative impact of a one-time inventory write-down of
$18 million.
Medical Nutrition
Despite productivity gains and product mix improvements, operating income fell 61% to $32 million. The decline was due principally to the recording of a
provision of $51 million with regard to an investigation by the US Department of Justice in the US enteral pump market, including whether certain US federal criminal statutes have been
violated. Novartis Nutrition Corporation is currently in the process of negotiating a possible settlement of that portion of the investigation directed against it which is described in more detail in
Item 8.A.7legal proceedings. In addition, one-time expenses of $14 million were associated with the Mead Johnson acquisition. Excluding these one-off
charges operating income would have increased 18.3% to $97 million and the operating margin would have been 8.7% compared to 10.1% in 2003.
Infant & Baby
Operating income rose 8% to $274 million as the operating margin improved to 19.0% from 18.7% in 2003.
CIBA Vision
Operating income reached $236 million, an increase of 54% over 2003, due mainly to the divestment of loss making activities in late 2003 and improved net
sales volumes and product mix. The operating margin increased to 16.7% in 2004 compared to 11.7% in 2003.
Corporate Income, net
Net Corporate income totaled $105 million in 2004, compared to $146 million in 2003. The principal reason for the fall was $102 million less
pension income in 2004 compared to 2003.
104
5. Net income
The following table sets forth selected income statement data for the periods indicated.
Year ended December 31,
Change in $
2004
2003
($ millions)
($ millions)
(%)
Operating income
6,539
5,889
11
Results from associated companies
142
(200
)
Financial income, net
227
379
(40
)
Income before taxes and minority interests
6,908
6,068
14
Taxes
(1,126
)
(1,008
)
12
Income before minority interests
5,782
5,060
14
Minority interests
(15
)
(44
)
(66
)
Net income
5,767
5,016
15
Results from associated companies
Associated companies are accounted for using the equity method when we own between 20% and 50% of the voting shares of these companies. Income from associated
companies is mainly derived from our investments in Roche Holding AG and Chiron Corporation. Overall, income from associated companies increased to $142 million from an expense of
$200 million in 2003.
Our
42.5% interest in Chiron contributed pre-tax income of $33 million compared to $134 million in 2003. This reduction was mainly due to manufacturing
production issues at a Chiron site in the United Kingdom that prevented Chiron from delivering flu vaccines to the US for the 2004/2005 flu season.
Our
33.3% interest in Roche voting shares, which represents a 6.3% interest in the total equity of Roche, generated pre-tax income of $97 million compared to a
pre-tax loss of $354 million in 2003. The 2003 performance was due to Roche's unexpected loss of CHF 4.0 billion in 2002 which was reflected by us as a change in estimate in
2003. The pre-tax income for 2004 reflects an estimate of our share of Roche's 2004 pre-tax income, which is $399 million, including a positive prior year adjustment of
$30 million. This income was
reduced by a goodwill and intangible amortization charge of $302 million arising from the allocation of the purchase price to property, plant & equipment and intangible assets and
goodwill.
A
survey of analyst estimates is used to predict our share of the net income of both Roche and Chiron. Any differences between these estimates and actual results will be adjusted in
2005.
Financial income, net
Because of the ongoing low-yield environment, net financial income was $227 million in 2004 compared to $379 million in 2003. The
overall return on net liquidity was 3.4%, compared to 5.2% in the year-ago period. See Item 11 for a discussion of our risk management policy, the employment of financial
instruments and their accounting.
105
The
following table provides an analysis of our sources of net financial income:
The tax charge of $1.1 billion increased by 12% compared to 2003. Our effective tax rate (taxes as a percentage of income before tax) was 16.3% in 2004
compared to 16.6% in 2003.
Our
expected tax rate (weighted average tax rate based on the result before tax of each subsidiary) was 16.8% in 2004 compared to 14.8% in 2003. Our effective tax rate is different than
the expected tax rate due to the effect of equity accounting in the income statement for associated companies of 0.7 percentage points (2003: 1.9 percentage points) and various
adjustments to expenditures and income
106
for
tax purposes. See note 6 to the consolidated financial statements for details of the main elements contributing to the difference.
Net income
Net income grew 15% to $5.8 billion from $5.0 billion in 2003. As a percentage of total net sales, net income rose to 20.4% in 2004 compared to
20.2% in 2003 due mainly to the strong improvement in operating income.
Return
on average equity was 18.0% in 2004 (17.1% in 2003).
2003 Compared to 2002
The following compares our results in the year ended December 31, 2003 to those of the year ended December 31, 2002. Our
analysis is divided as follows:
1.
Overview
2.
Net Sales by Division and Business Unit
3.
Operating Expenses
4.
Operating Income by Division and Business Unit
5.
Net Income
1. Overview
In US dollars, our net sales in 2003 increased by 19% over 2002 to $24.9 billion (+11% in local currencies); operating income grew by 16% to
$5.9 billion; net income increased by 6% to $5.0 billion; and cash flow from operating activities increased by 27% to $6.7 billion.
Our
Pharmaceuticals Division accounted for 64% of our total net sales and our Consumer Health Division accounted for 36%. The two Divisions generated 77% and 23% of divisional operating
income, respectively.
Geographically,
45% of our net sales were generated in the North American Free Trade Association (NAFTA) region (41% in the USA), 35% in Europe and 20% in the rest of the world.
Net
sales growth was driven by a volume increase of 8%. All Business Units except Sandoz and CIBA Vision benefited from small price increases which in total amounted to 1%. The net sales
increase due to acquisitions was 2%. The sales performance in US dollars benefitted from a 8% positive currency effect as the US dollar weakened on average 16% against the Swiss franc, 8% against the
yen and 20% against the euro.
Our
operating margin in 2003 was 23.7% of net sales, a decrease of 0.7 percentage points over the 24.4% of net sales of the previous year. As a percentage of net sales,
productivity gains and improvements in the product mix led to a 0.2 percentage point reduction in the Cost of Goods Sold, while Marketing & Sales expenses decreased by
0.7 percentage points, although still increasing by 17% over 2002, to support product launches and key growth drivers. Research & Development investments were increased by 32% mainly due
to increased development expenses, especially connected with milestone payments on in-licensed compounds, and due to the Pharmaceuticals Division research strategy of establishing a new
facility in Cambridge, US. General & Administration expenses grew by 21%, 2% more than net sales.
As
a result of all these factors, operating income increased 16% in US dollars to $5.9 billion.
107
2. Net Sales by Division and Business Unit
The following table sets forth selected sales data for each of the periods indicated.
Year ended December 31,
2003
2002
Change in $
Change in local
currencies
($ millions)
($ millions)
(%)
(%)
Sales
Pharmaceuticals
16,020
13,528
18
11
Sandoz
2,906
1,817
60
47
OTC
1,772
1,521
17
7
Animal Health
682
623
9
3
Medical Nutrition
815
711
15
3
Infant & Baby
1,361
1,333
2
3
CIBA Vision
1,308
1,135
15
7
Consumer Healthongoing
8,844
7,140
24
16
Divested Health & Functional Food activities
209
Consumer Health
8,844
7,349
20
12
Total
24,864
20,877
19
11
As discussed in the Critical Accounting Policies Section, the US market has the most complex arrangements in the area of deductions from gross
sales to arrive at net sales, which is the starting point for all our discussions on our sales developments. The following table shows the extent of rebates made in the US for our key subsidiaries
affected, which are Novartis Pharmaceuticals Corporation, Sandoz Inc. and Novartis Consumer Health Inc. (OTC):
Gross to Net sales reconciliation in the US
2003
% of gross
sales
2002
% of gross
sales
($ millions)
($ millions)
Gross Sales subject to deductions
10,429
100
9,215
100
Medicaid & Medicare rebates and prescription drug saving cards
(390
)
(4
)
(270
)
(3
)
Managed Health Care rebates & other rebates
(557
)
(5
)
(493
)
(5
)
Chargebacks including Hospital chargebacks
(1,008
)
(10
)
(1,045
)
(11
)
Sales Returns
(184
)
(2
)
(193
)
(2
)
Other deductions
(411
)
(4
)
(350
)
(4
)
Total Gross to Net sales adjustments
(1)
(2,550
)
(25
)
(2,351
)
(25
)
Net sales
7,879
75
6,864
75
(1)
$38 million
was charged directly to the Income Statement without being recorded in the Revenue Deduction Accruals (2002: $37 millions).
No major changes occurred in the above percentage deductions from gross sales between 2003 and 2002.
108
Pharmaceuticals Division
Our core Pharmaceuticals business sustained above market net sales growth throughout the year to deliver an 18% rise in net sales (11% in local currencies). We
moved up to the number five position in the global health care ranking (based on November 2003 IMS data) as we captured further segment share in the key US market (net sales: +15% in US
dollars), in Japan (net sales: +23%; +14% in local currencies), the second largest single market, as well as in Europe (net sales: +25%; +6% in local currencies). Based on latest available data (IMS),
our overall share of the global health care market rose to 4.4% in 2003.
Our
cardiovascular (+36%; +29% in local currencies) and oncology franchises (+36%; +26% in local currencies) continued to be the main drivers, led in particular by the flagship brands
Diovan, Lotrel, Lescol,
Gleevec/Glivec
,
Zometa
and
Femara
.
Newly
launched products made further in-roads;
Zelnorm/Zelmac
generated net revenues of $165 million, with US total and
new prescriptions growing 32% in the fourth quarter. Meanwhile, net sales of
Elidel
reached $235 million, as the product extended its position as
the number-one branded eczema treatment worldwide.
Primary Care
Diovan
(+46%; +38% in local currencies; US: +42%) became in 2003 the world's leading angiotensin receptor blocker (ARB) and
continued to capture further market share from its competitors. With the heart failure indication approved in more than 40 markets, the flagship brand continued to outpace its fast-growing
ARB market segment, with year-to-date net sales in the US surpassing the $1 billion mark by December.
The
fourth quarter was marked by the publication of the VALIANT mega-trial at the American Heart Association Scientific Session. The results showed that
Diovan
reduces the risk of death by 25% in
post-myocardial infarction patients. A supplemental new drug application based on these results
was filed in the US.
Diovan HCT
(valsartan + hydrochorothiazide) became the second most prescribed product in the combination ARB
segment (mono and combination therapy) in the US. This rapid growth was powered by the roll-out of new dosage forms, the heart failure indication and new treatment guidelines. In Germany,
the flagship brand secured the number-one rank, buoyed by the success of
Co-Diovan
160/12.5 mg.
Lotrel
(US: +20%), the leading combination treatment for hypertension, posted strong full-year prescription
growth while fourth-quarter net sales were spurred by a disease awareness campaign launched in August. Overall, the brand steadily gained market segment share as a result of Joint National Committee
on Prevention, Detection, Evaluation, and Treatment of High Blood Pressure (JNC7) guidelines recommending more aggressive treatment; a focus on patients who are not controlled by ACE inhibitors and
calcium channel blockers; and the successful launch of the new dosage strength, which add efficacy and dosing flexibility.
Lescol
(+27%; +18% in local currencies; US: +19%; cholesterol reduction) continued strong net sales growth driven by proven
benefits in high-risk patients, the successful rollout of the XL (extended release) formulation in France, Italy and Spain and the launch of the secondary prevention indication in the US.
Trileptal
(+42%; +39% in local currencies; US: +43%; epilepsy) clearly outpaced its market. In August, the FDA granted
approval for the use of
Trileptal
as monotherapy in children.
Trileptal
was now indicated for the
treatment of partial seizures as a monotherapy and adjunctive therapy in adults and children of 4 years and upwards.
109
Elidel
(+147%; +144% in local currencies; US: +125%; non-steroid eczema treatment) achieved full year net sales
of $235 million, generated predominantly in the US. In
less than two years since its first launch,
Elidel
became the number-one branded prescription treatment for eczema and was available in more
than 38 markets.
Zelnorm/Zelmac
(irritable bowel syndrome with constipation) net revenues reached $165 million (US:
$132 million) reflecting the product's therapeutic benefits and the increase in disease awareness. Total US prescriptions as well as new prescriptions recently increased more than 32%.
Zelnorm/Zelmac
was launched in 39 countries and was filed, in the fourth quarter, for the new indication of chronic constipation in the US.
Oncology
Net
sales rose 36% to $3.3 billion driven by growth in the following products:
Gleevec/Glivec
(+84%; +68% in local currencies; US: +41%), for chronic myeloid leukemia (CML) and gastro-intestinal stromal
tumors (GIST), continued to grow dynamically, boosted by its use as first-line therapy and its approval for GIST in the US, Europe and Japan. The number of patients enrolled in the
Gleevec/Glivec
Patient Assistance Program rose to more than 8,000 worldwide, providing treatment to many needy patients who otherwise would not have
access.
Zometa
(+83%; +74% in local currencies; US: +59%), the most prescribed intravenous bisphosphonate for bone metastases,
continued to post dynamic growth. Several launches in Europe fueled additional growth, as did the continued expanded use into a number of tumor types including lung, prostate, multiple myeloma, and
breast.
Sandostatin
(+14%; +7% in local currencies; US: +13%; acromegaly and carcinoid syndrome) net sales continued to grow, driven
by US net sales.
Femara
(first-line therapy for advanced breast cancer in postmenopausal women) achieved a 30% rise (+18% in local
currencies; US: + 22%) in net sales supported by its
strong profile and the landmark results of the MA-17 study published in the fourth quarter. These showed a 43% reduction in the risk of cancer recurrence, in addition to significantly
improved disease-free survival in postmenopausal women with early breast cancer, who had completed five years of tamoxifen therapy.
Ophthalmics
Net
sales rose 9% to $0.6 billion driven by growth of Visudyne.
Visudyne
(+24%; +16% in local currencies; US: +8%; treatment in age-related macular degeneration) continued to
post overall growth, benefiting from increased market penetration and strong net sales in Europe, Latin America and the Asia Pacific regions.
Transplantation
Net
sales decreased slightly by 1.9% to $1.1 billion.
Neoral/Sandimmun
(immunosuppression) net sales declined only modestly (-10% in local currencies) despite the use of lower
dosing regimen in the US, in addition to generic competition and compulsory price-cuts in Germany and Italy. Sales momentum was sustained in Japan even though reimbursement was reduced by
the authorities.
Myfortic,
the new enteric-coated formulation of mycophenolate sodium used to prevent organ rejection, gained approval in 27
countries by the end of 2003.
110
Top 20 Pharmaceuticals Division Product Net Sales2003
Net sales in our Consumer Health Division's ongoing businesses grew a substantial 24% (+16% in local currencies) driven mainly by the Sandoz generics Business
Unit, and fueled by above-market net sales growth throughout the other businesses, of which OTC, Medical Nutrition and CIBA Vision all delivered double-digit net sales increases in US dollars.
Sandoz
Net sales at Sandoz rose 60% (+47% in local currencies) to $2.9 billion, driven by the US Generic Pharmaceuticals Business and the Lek acquisition, which
contributed 38 percentage points to net sales growth. The US net sales increased by 56% fuelled by the strong sales of AmoxC (the generic version of Augmentin®) and by the
successful roll-out of prescription loratadine (a generic version of the allergy treatment Claritin®). Further impetus was added through the roll-out of
citalopram in the UK (a generic version of the anti-depressant Celexa®) and of omeprazole in the US (a generic version of the ulcer and heartburn treatment
Prilosec®).
The
Industrial Business posted a net sales increase of 12% in US dollars and a 6% decrease in local currencies. Sandoz also continued its efforts to develop its new Biopharmaceuticals
Business, focused on the manufacture of active ingredients, mostly modern recombinant products.
111
OTC (over-the-counter self medication)
In 2003, OTC net sales rose 17% (7% in local currencies) to $1.8 billion, led by
Nicotinell/Habitrol
(smoking cessation),
Lamisil
(topical antifungal), and by
Ex-Lax/Benefiber
(laxative) with
US private-label loratadine also contributing to overall net sales growth.
Animal Health
Net sales were up 9% in US dollars or 3% in local currencies to $682 million.
Net
sales at the companion animal franchise grew in double-digits, driven in particular by strong market share gains of the new brands
Deramaxx
(pain and inflammation control associated with osteoarthritis
in dogs) and
Milbemax
(intestinal
worm control in dogs and cats).
Fortekor
(heart/kidney disease), strengthened by a novel palatable formulation for cats, complemented results again with
a net sales increase well above market growth.
In
the farm-animal franchise
Agita
, the innovative farm fly control product consistently added to net sales, while the
therapeutic anti-infectives business contended with increased generic competition especially in the pig market.
Medical Nutrition
Net Sales reached $815 million, up 15% in US dollars (+3% in local currencies).
Double
digit growth in Europe lifted Medical Nutrition net sales, which were driven by the strong performance of Enteral Nutrition
(
Isosource
and
Novasource
) and additional net sales impetus from the Medical Food franchise
(
Resource
). In Nutrition & Santé, net sales growth from the core brands offset the impact of distributor changes in China and
Italy, while Sports Nutrition net sales were lifted by the introduction of
Isostar "Fast Hydration"
.
Infant & Baby
Net sales grew 2% (3% in local currencies) outpacing industry growth and leading to overall net sales of $1.4 billion. The major contributor was
Gerber
in the US, spurred by innovations in the Juice, Graduates, and
Tender Harvest
lines and the
success of the
Lil' Entrees
line of microwavable convenience trays targeted at the toddler segment.
CIBA Vision
Net sales grew 15% in US dollars terms and rose 7% in local currencies to $1.3 billion, driven by the growth of
Focus
DAILIES
and
Focus NIGHT & DAY
lenses which allowed the company to maintain leadership of the daily disposables and
continuous wear categories.
Focus DAILIES Toric
, the world's first and only daily disposable lens for astigmatism correction, was launched also in the
US and Japan following last year's introduction in Europe.
FreshLook
colored lenses remained the leading brand in the cosmetic lens segment, supported
by the launch of
FreshLook Radiance
and
FreshLook Dimensions
. More emphasis was put on
direct-to-consumer advertising with new successful TV and print campaigns for
Focus NIGHT & DAY
and
FreshLook
.
Despite
competing in a shrinking market, net sales of lens care products were flat versus the prior year, supported by the launch of
AOSEPT
ClearCare
in US and
SOLO-Care AQUA
in selective European countries. Sales of
FreshLook
Care
in Japan continued to grow.
The
ophthalmic surgical business contributed growing net sales during the year. In August 2003, CIBA Vision announced its intention to pursue strategic alternatives for this
business, including its potential sale. Agreements were reached with certain third parties to sell to them certain assets of the surgical business.
112
3. Operating Expenses
The following table sets forth our operating expenses.
Year ended December 31,
Change in $
2003
2002
($ millions)
($ millions)
(%)
Net Sales
24,864
20,877
19
Cost of Goods Sold
(5,894
)
(4,994
)
18
Marketing & Sales
(7,854
)
(6,737
)
17
Research & Development
(3,756
)
(2,843
)
32
General & Administration
(1,381
)
(1,146
)
21
Other Income & Expense
(90
)
(65
)
39
Operating income
5,889
5,092
16
Cost of Goods Sold
Cost of Goods Sold decreased as a percentage of net sales from 23.9% in 2002 to 23.7% in 2003. This was mainly due to continued improvements in productivity and a
favorable product mix in our Pharmaceuticals Division.
Our
current definition of Cost of Goods Sold excludes the amortization and impairment of product and patent rights and trademarks. $260 million amortization and impairment charges
(2002: $267 million) relating to these intangibles are included in Other Operating Expenses. Had these charges been included in Cost of Goods Sold then the gross profit margin would have been
75.2% and 74.8% in 2003 and 2002 respectively.
Marketing & Sales
Marketing & Sales expenses as a percentage of net sales decreased by 0.7% over 2002 to 31.6% of net sales.
Research & Development
Research & Development expenses increased 32% owing to in-licensing deals in our Pharmaceuticals Division and the build-up of the
Cambridge research facility. As a percentage of net sales, Research & Development was 15.1% (2002: 13.6%).
General & Administration
General & Administration expenses increased to 5.6% of net sales in 2003 from 5.5% in 2002 reflecting a modest increase.
Other Income & Expense
Other Income & Expense was a net charge of $90 million in 2003 compared to $65 million in 2002, reflecting a series of factors including the
impairment of property, plant and equipment and intangible assets of $136 million and write-down of certain financial investments, including biotechnology ventures due to their poor
performance, of $80 million, exchange rate movements and royalty payments. Conversely this net charge was reduced by the release of $90 million of legal provisions (at Corporate and
Sandoz level) as a result of a litigation settlement with GlaxoSmithKline.
113
As
noted above Other Income & Expense includes $260 million (2002: $267 million) of amortization and impairment charges related to product and patent rights and trademarks. Under
US GAAP, these expenses would be included in Costs of Goods Sold.
4. Operating Income by Division and Business Unit
Operating income rose 16% to $5.9 billion in 2003 compared to 2002 and the operating margin decreased 0.7 percentage points to 23.7% (2002: 24.4%).
The following table sets forth selected operating income data for each of the periods indicated.
Year ended December 31,
Change in $
2003
2002
($ millions)
($ millions)
(%)
Pharmaceuticals
4,423
3,891
14
Sandoz
473
265
78
OTC
309
240
29
Animal Health
88
92
(4
)
Medical Nutrition
82
4
Infant & Baby
254
227
12
CIBA Vision
153
118
30
Divisional Management
(39
)
Consumer Healthongoing
1,320
946
40
Divested Health & Functional Food activities
140
Consumer Health
1,320
1,086
22
Corporate income, net
146
115
27
Total
5,889
5,092
16
Pharmaceuticals Division
Earnings growth accelerated in the year as net sales continued to expand strongly. The Cost of Goods Sold, as well as investments in Marketing & Sales
slightly decreased as a percentage of Division's net sales compared to the prior year, Research & Development increased significantly as considerable payments related to development milestones
and attractive in-licensing deals were completed. Product-mix changes and productivity gains in the Cost of Goods Sold continued to drive gross profit improvements.
Research & Development expenses reached 19.1% of Divisional net sales (reflecting the sustained high-level investment in the new Cambridge facilities and in-licensing
opportunities). Other income & expense grew from 2.3% to 2.4% of Divisional net sales owing to several factors including the write-down of certain financial investments in biotechnology
ventures due to their poor performance, exchange rate movements, royalty payments and increased product liability insurance costs. This was partially offset by one time gains on the sale of
non-core products, primarily the
Fioricet
and
Fiorinal
lines for $178 million. Gains
on hedging intragroup sales recorded in the Division's other income & expenses were $171 million in 2003 compared to $176 million in 2002.
During
2003, our Pharmaceuticals Division completed a number of transactions to strengthen its product portfolio. In April, we acquired the urinary incontinence treatment
Enablex
(darifenacin) from Pfizer for
a total of up to $225 million, part of which was conditional on certain marketing approvals in the US and
EU. In 2003, we also acquired the rights to the IL1-trap compound from Regeneron and the rights to develop and market Lucentis outside North America from Genentech. These
transactions resulted in
114
$151 million
of milestone payments. In May, we acquired an additional 51% of the capital stock of Idenix Pharmaceuticals Inc. of Cambridge, Massachusetts, for an initial payment of
$255 million.
Consumer Health Division
Operating income from the ongoing business of our Consumer Health Division rose 40% in the year, outpacing net sales and driven in particular by Sandoz (+78%),
where volume expansions and productivity gains, more than offset increased investments in Marketing & Sales and Research & Development. Apart from Sandoz, CIBA Vision (+30%), Medical
Nutrition and OTC (+29%), all achieved considerable increases in operating income, the latter benefiting from the exceptional contribution of loratadine.
Overall,
in Consumer Health continued productivity gains, lower costs of certain raw materials and product-mix improvements contributed to a reduction in the Cost of Goods
Sold as a percentage of net sales. Marketing & Sales investments were maintained at a high level in order to drive recently launched products and to support key brands, however the increase was
less than net sales growth. On the other hand, Research & Development investments increased overproportionally, which was mainly due to the expansion of internal Research & Development
capabilities at Sandoz, licensing agreements and other initiatives to accelerate innovation.
Other
income and expense increased mainly on account of the impairment of goodwill of $72 million relating to Sandoz, Germany. The impairment of this goodwill was recorded after
taking into account the entity's loss of market share, which in the near future, was considered to be difficult to regain. This was partially offset by the release of $49 million of provisions
following the successful conclusion of a litigation with GlaxoSmithKline.
With
almost all Business Units achieving margin improvements, the Division's ongoing operating margin improved 1.7 percentage points to 14.9% of net sales.
Sandoz
Operating income increased significantly by 78% over 2002, fueled by net sales growth especially related to the acquistion of Lek, productivity gains and a
stronger focus on higher margin products and favorable product mix. This increase in operating income was achieved despite increases in Research & Development expenses. Research &
Development investments increased 90% to $263 million due to product developments and the funding of Research & Development in the US.
Other
income and expense included a $72 million goodwill impairment charge relating to the German activities however, benefited from a release of $49 million of litigation
provisions following the successful conclusion of negotiations with GlaxoSmithKline.
The
operating margin rose 1.7 percentage points to 16.3%.
OTC (over-the-counter self medication)
Operating income increased 29% over the year to $309 million, as a result of net sales growth led by
Nicotinell/Habitrol
and the
launch of private label loratadine in the US and the non-recurrence of exit costs from a Japanese joint venture.
The operating margin increased 1.6 percentage points to 17.4%.
Animal Health
2003 operating income fell 4% to $88 million, leading to an operating margin of 12.9% (2002: 14.8%). Operating costs increased due to Marketing &
Sales investments focused on recently launched products and due to additional Research & Development on essential project studies.
115
Medical Nutrition
Operating income increased to $82 million as a result of productivity gains, lower raw material costs and product mix improvements resulting from more
focus on disease specific segments. The operating margin increased to 10.1% from 0.6% in 2002 or from 4.5% when $28 million of exceptional items related to restructuring the Business Unit and
other one time items are excluded from the 2002 operating income.
Infant & Baby
2003 operating income rose 12% to $254 million. Operating margin increased to 18.7% from 17.0% in 2002 when there were $27 million of impairment
charges on some of our South American operations' goodwill and intangible assets due to non-achievement of performance expectations.
CIBA Vision
Operating income reached $153 million, an increase of 30% over the year. This operational result was achieved due to the margin on the additional net sales
and reduction in structural costs, partially offset by increased investment in advertising and promotion activities and a $22 million charge for asset impairments related to the planned
disposal of the refractive surgery activities. Operating margin increased to 11.7% in 2003 compared with 10.4% in 2002.
Divested Health & Functional Food activities in 2002
The 2002 operating income of $140 million includes a divestment gain of $132 million after related restructuring charges arising on the divestment
of our former Food & Beverage business. In addition there was a net $8 million operating income from these activities after taking into account $18 million of goodwill impairment
charges necessary due to the divestment.
Corporate Income, net
Net corporate income totaled $146 million, $31 million more than in the prior year. Higher income from charging share and share option plan costs to
the operations and the settlement of a litigation for $41 million less than the provision, more than offset increased investments in Corporate research, the negative currency translation
effects on non-US dollar costs, and lower pension income.
5. Net income
The
following table sets forth selected income statement data for the periods indicated.
Year ended December 31,
Change in $
2003
2002
($ millions)
($ millions)
(%)
Operating income
5,889
5,092
16
Results from associated companies
(200
)
(7
)
Financial income, net
379
613
(38
)
Income before taxes and minority interests
6,068
5,698
6
Taxes
(1,008
)
(959
)
5
Income before minority interests
5,060
4,739
7
Minority interests
(44
)
(14
)
Net income
5,016
4,725
6
116
Results from associated companies
Associated companies are accounted for using the equity method where we generally own between 20% and 50% of the voting shares of such companies. Income from
associated companies is mainly derived from our investments in Roche Holding AG and Chiron Corporation.
Our
42% interest in Chiron contributed pre-tax income of $134 million (2002: $107 million). Our 33.3%, just under one third (2002: 32.7%) interest in Roche
voting shares, which represented a 6.3% (2002: 6.2%) interest in the total Roche equity instruments generated a pre-tax loss of $354 million (2002: $116 million loss),
$269 million of which was due to our share in Roche's unexpected loss of CHF 4.0 billion in 2002, booked only in 2003. The remainder represents an estimate of our share
($185 million) in Roche's 2003 pre-tax income. This share of pre-tax income is reduced by a $270 million goodwill and intangible depreciation charge arising from
allocating the purchase price to property, plant and equipment, intangible assets and goodwill.
Our
share of the net income of both Roche and Chiron was based upon analysts' estimates. Differences between these estimates and actual results were adjusted in 2004. In total,
associated companies resulted in an overall expense of $200 million in 2003 (2002: $7 million).
Financial income, net
Amid persistently challenging equity market conditions, lower interest rates and a lower level of average net liquidity than in the prior year, net financial
income declined 38% or $234 million. See Item 11 for a discussion of our risk management policy, the employment of financial instruments and their accounting.
The
following table provides an analysis of our sources of net financial income:
Despite increased profits, the tax charge of $1.0 billion increased only $49 million over the prior year. Our effective tax rate (taxes as a
percentage of income before tax) was 16.6% in 2003 compared to 16.8% in 2002.
Our
expected tax rate (weighted average tax rate based on the result before tax of each subsidiary) was 14.8% in 2003 compared to 15.3% in 2002. Our effective tax rate was is different
from the expected tax rate due to the income statement effects of equity accounting for associated companies of 1.9% (2002: 0.3%) and various adjustments to expenditures and income for taxation
purposes. For details of the main elements contributing to the difference, see note 6 to the consolidated financial statements.
Net income
Net income as a percentage of total net sales decreased from 22.6% in 2002 to 20.2% in 2003 principally due to lower financial income and the negative impact of
the results of associated companies.
Return
on average equity decreased from 17.7% in 2002 to 17.1% in 2003.
Exchange Rate Exposure and Risk Management
We transact our business in many currencies other than the US dollar, our reporting currency. As a result of our foreign currency exposure, exchange rate
fluctuations have a significant impact in the form of both translation risk and transaction risk on our income statement. Translation risk is the risk that the our consolidated financial statements
for a particular period or as of a certain date may be affected by changes in the prevailing rates of the various currencies of the reporting subsidiaries against the US dollar. Transaction risk is
the risk that the value of transactions executed in currencies other than the subsidiary's measurement currency may vary according to currency fluctuations.
In
2004, 43% of net sales were generated in US dollars, 26% in euro, 3% in Swiss francs, 8% in yen and 20% in other currencies. In 2003, 43% of net sales were generated in US dollars,
26% in euro, 4% in Swiss francs, 8% in yen and 19% in other currencies. In 2002, 43% of our net sales were generated in US dollars, 25% in euro, 5% in Swiss francs, 8% in yen and 19% in other
currencies.
118
In
2004, 37% of operating costs were generated in US dollars, 23% in euro, 15% in Swiss francs, 5% in yen, and 20% in other currencies. In 2003, 41% of operating costs were generated in
US dollars, 23% in euro, 17% in Swiss francs, 4% in yen, and 15% in other currencies. In 2002, 41% of our operating costs were generated in US dollars, 22% in euro, 22% in Swiss francs, 4% in yen, and
11% in other currencies.
New Accounting Pronouncements
See note 32(m)(xii) and (xiii) to the consolidated financial statements for a discussion of the effect of new accounting standards.
5.B Liquidity and Capital Resources
Cash Flow
The following table sets forth certain information about our cash flow and net liquidity for each of the periods indicated.
Year ended December 31,
2004
2003
2002
($ millions)
($ millions)
($ millions)
Cash flow from operating activities
6,725
6,652
5,229
Cash flow used for investing activities
(3,219
)
(1,298
)
(2,865
)
Cash flow used for financing activities
(3,124
)
(5,764
)
(4,041
)
Net effect of currency translation on cash and cash equivalents
55
258
836
Change in cash and cash equivalents
437
(152
)
(841
)
Change in short- and long-term marketable securities
897
869
189
Change in short- and long-term financial debts
(885
)
(400
)
(402
)
Change in net liquidity
449
317
(1,054
)
Net liquidity at January 1
7,289
6,972
8,026
Net liquidity at December 31
7,738
7,289
6,972
The analysis of our cash flow is divided as follows:
1.
Cash
flow from Operating Activities and Free Cash Flow
2.
Cash
flow used for Investing Activities
3.
Cash
flow used for Financing Activities
4.
Net
Liquidity
1. Cash Flow From Operating Activities and Free Cash Flow
Our primary source of liquidity is cash generated from our operations. In 2004, cash flow from operating activities increased by $73 million (1%) to
$6.7 billion. Depreciation, amortization and impairment charges remained at the prior year level of $1.4 billion, while current tax payments rose $241 million compared to the
previous year.
In
2003, the cash flow from operating activities increased by $1.4 billion (27%) from 2002 to $6.7 billion mainly as result of improved working capital management and
higher net income.
119
Depreciation,
amortization and impairment charges increased from 2002 by $50 million to $1.4 billion. Tax payments in 2003 were $49 million higher than the prior year.
Our
free cash flow, excluding the impact of the acquisitions or divestments of subsidiaries, associated companies and minority investments decreased 7% to $3.4 billion in 2004
from $3.6 billion in 2003. The free cash flow increased 23% from $3.0 billion in 2002 to $3.6 billion in 2003.
Our
capital expenditure on property, plant and equipment for 2004 and 2003 totaled $1.3 billion (4.5% of net sales in 2004 and 5.3% of net sales in 2003), compared to
$1.1 billion in 2002 (5.3% of net sales).
This
level of capital expenditure reflects the continuing investment in Production as well as Research and Development facilities. We expect to maintain spending at approximately the
2004 percentage of sales levels in 2005 and to fund these expenditures with internally generated resources.
We
present Free Cash Flow as additional information as it is a useful indicator of our ability to operate without reliance on additional borrowing or usage of existing cash. Free Cash
Flow is a measure of the net cash generated which is available for debt repayment and investment in strategic opportunities, including strengthening our balance sheet. We use Free Cash Flow in
internal comparisons of our Divisions' and Business Units' results. Free Cash Flow of our Divisions and Business Units uses the same definition as that for our Group, however no dividends, tax or
financial receipts or payments are included in the Division and Business Unit calculation. Free Cash Flow is not intended to be a substitute measure for cash flow from operating activities (as
determined under IFRS or US GAAP).
The
following table details the components of these increases.
Year ended December 31,
2004
2003
2002
($ millions)
($ millions)
($ millions)
Cash flow from operating activities
6,725
6,652
5,229
Purchase of property, plant & equipment fixed assets
(1,269
)
(1,329
)
(1,068
)
Purchase of intangibles assets
(181
)
(214
)
(90
)
Purchase of financial assets
(747
)
(816
)
(725
)
Proceeds from sale of property, plant & equipment, intangible and financial assets
799
1,059
979
Dividends paid to third parties
(1,968
)
(1,724
)
(1,367
)
Free cash flow
3,359
3,628
2,958
2. Cash Flow used for Investing Activities
In 2004, cash outflow due to investing activities was $3.2 billion. A total of $1 billion was spent on acquisitions, while investments in property,
plant & equipment amounted to $1.3 billion. The net payments for acquiring marketable securities was $0.8 billion and other investments accounted for $0.1 billion.
In
2003, our cash outflow due to investing activities was $1.3 billion. $0.4 billion was spent to increase the strategic investment in Roche and for the acquisition of
Idenix. Our investment in property, plant and equipment totaled $1.3 billion. The net proceeds from sales of marketable securities was $0.4 billion.
In
2002, our net cash outflow from investing activities was $2.9 billion. Thereof $2.7 billion was spent to increase the strategic investment in Roche and for the
acquisition of Lek.
120
3. Cash Flow used for Financing Activities
Cash flow used for financing activities in 2004 was $3.1 billion, down $2.6 billion from 2003. $1.9 billion was spent on the acquisition of
treasury shares and $2.0 billion on dividend payments. $0.8 billion was due to the increase in short and long-term financial debt and a capital inflow from the IPO of
Idenix Inc.
In
2003, the cash flow used for financing activities was $5.8 billion. $0.3 billion was spent for the acquisition of treasury shares, $1.7 billion for dividend
payments and $3.5 billion for the repayment of equity instruments.
Our
net cash outflow used for financing activities was $4.1 billion in 2002. In 2002, $3.3 billion was spent for the acquisition of treasury shares and $1.4 billion
for dividend payments while the issue of a EUR 1 billion bond and the conversions of the remaining two convertible bonds contributed to a net inflow of $0.6 billion.
4. Net Liquidity
Overall liquidity (cash, cash equivalents and marketable securities including financial derivatives) amounted to $14.6 billion at December 31, 2004.
Net liquidity (liquidity less financial debt) at year-end was $7.7 billion an increase of $0.4 billion from December 31, 2003.
Our
overall liquidity amounted to $13.3 billion at December 31, 2003. Net liquidity at year end was $7.3 billion, $0.3 billion more than at
December 31, 2002.
We
present overall liquidity and net liquidity as additional information as they are useful indicators of our ability to meet our financial commitments and to invest in new strategic
opportunities, including strengthening our balance sheet. These items should not be interpreted as measures determined under IFRS.
We
use marketable securities and derivative financial instruments to manage the volatility of our exposures to market risk in interest rates and liquid investments. Our objective is to
reduce, where appropriate, fluctuations in earnings and cash flows. We manage these risks by selling existing assets or entering into transactions and future transactions (in the case of anticipatory
hedges) which we expect we will have in the future, based on past experience. We therefore expect that any loss in value for those securities or derivative financial instruments generally would be
offset by increases in the value of those hedged transactions.
We
use the US dollar as our reporting currency and are therefore exposed to foreign exchange movements primarily in European, Japanese and other Asian and Latin American currencies. We
manage the risk associated with currency movements by entering into various contracts to preserve the value of assets, commitments and anticipated transactions. In particular, we enter into forward
contracts and foreign currency option contracts to hedge certain anticipated foreign currency revenues in foreign subsidiaries. See "Item 11. Quantitative and Qualitative Disclosures About Market
Risk," for additional information.
Share repurchase program
In August 2004, we announced the completion of the third share-repurchase program and the start of a fourth program to repurchase shares via a second
trading line on the SWX Swiss Exchange for approximately $2.4 billion (CHF 3.0 billion). In 2004, a total of 22.8 million shares were repurchased for
$1.0 billion to complete the third repurchase program. Since the start of the fourth program, a total of 15.2 million shares have been repurchased for $0.7 billion. Overall in
2004, a total of 41 million shares have been repurchased for $1.9 billion, which includes shares bought through the repurchase programs and additional shares bought on the first trading line. A
proposal will be made at the Annual General Meeting on March 1, 2005 to reduce the share capital by 38.0 million shares bought through the purchase
121
programs
on the second trading line and to initiate a fifth share repurchase program for approximately $3.5 billion (CHF 4.0 billion).
In
2004, our share capital was reduced by 24.3 million shares relating to shares bought on the second trading line in 2003.
On
July 22, 2002, we initiated our third share buy-back program to repurchase shares on the SWX Swiss Exchange for up to a total of CHF 4 billion. During 2003,
24.3 million shares were repurchased via a second trading line for a total amount of $939 million (2002: 24.6 million shares for a total amount of $1.0 billion). In 2003,
the Group's share capital was reduced by 22.7 million shares relating to shares bought on the second trading line in 2002.
During
the year to December 31, 2003 an additional 17.1 million shares, net, were also sold on the first trading line for a total of $666 million (2002:
55.4 million shares, net were bought for $2.4 billion).
At
December 31, 2004, our holding of treasury shares (excluding the amount that we will propose to be cancelled at the March 1, 2005 Annual General Meeting) under IFRS
amounted to 312 million shares or 11% of the total number of issued shares.
Other equity instruments
During December 2001, through indirectly held affiliates, we sold a total of 55 million ten-year call options (Low Exercise Price
Options"LEPOs") on our shares, with an exercise price of CHF 0.01, for EUR 2.2 billion in proceeds (EUR 40 per LEPO). We accounted for the LEPOs as an increase in share premium at
fair value less related issuance costs. Following changes in US GAAP and expected changes in IFRS, on June 26, 2003 we redeemed these equity instruments in advance of their exercise date.
We
had previously also sold a total of 55 million nine and ten-year put options on our shares to a third party with an exercise price of EUR 51 receiving EUR
0.6 billion in proceeds (EUR 11 per put option). We accounted for the option premium associated with the put options as an increase in share premium less related issuance costs. Following
changes in US GAAP and expected changes in IFRS, on June 26, 2003 we redeemed these equity instruments in advance of their exercise date.
Straight Bonds
On November 14, 2002, our affiliate, Novartis Securities Investment Ltd, Bermuda, issued a 3.75% bond, guaranteed by Novartis AG and due in 2007, in
the amount of EUR 1 billion.
On
October 17, 2001, our affiliate, Novartis Securities Investment Ltd., Bermuda, issued a 4% bond, guaranteed by Novartis AG and due in 2006, in the amount of EUR
900 million.
Direct Share Purchase Plans
Since 2001 Novartis has been offering US investors the ADS Direct Plan, which provides investors in the United States an easy and inexpensive way of directly
purchasing Novartis stock and of reinvesting dividends. This plan holds Novartis American Depositary Shares (ADSs) which are listed on the New York Stock Exchange under the trading symbol NVS. At the
end of 2004, the US Direct Share Purchase Plan had 332 participants. Since September 1, 2004 Novartis also offers a Direct Share Purchase Program to investors residing in Switzerland,
Liechtenstein, France and the United Kingdom, which is the first of its kind in Europe. With this plan Novartis offers an easy and inexpensive way of directly purchasing Novartis registered shares and
of depositing them free of charge with SAS SIS Aktienregister AG. As of December 31, 2004, a total of 8,862 shareholders were or had been enrolled in this program.
5.C Research & Development, Patents and Licenses
Our Research & Development spending totaled $4.2 billion, $3.8 billion and $2.8 billion for the years 2004, 2003 and 2002,
respectively. Each of our Divisions and Business Units has its own Research &
122
Development
and patents policies. For a description of those research and development and patents policies, see "Item 4. Information on the Company4.B Business Overview."
5.D Trend Information
Please see "5.A Operating Results" and "Item 4. Information on the Company4.B Business Overview" for trend information.
5.E Off-Balance Sheet Arrangements
We have no unconsolidated special purpose financing or partnership entities or other off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources, that is material
to investors. See also notes 27 and 28 of the consolidated financial statements and matters described in Item 5.F, "Aggregate Contractual ObligationsContingencies".
5.F Aggregate Contractual Obligations
We have long-term research agreements with various institutions which require us to fund various research projects in the future. As of
December 31, 2004, the aggregate total amount of payments, including potential milestones, which may be required under these agreements was $1.2 billion. We expect to fund these
long-term research agreements with internally generated resources.
As
of December 31, 2004, our total financial debt was $6.9 billion, as compared with $6.0 billion as of December 31, 2003, and $5.6 billion as of
December 31, 2002.
The
increase from 2003 to 2004 was primarily due to new repurchase agreements of $709 million and currency translation effects on our euro denominated bonds of
$213 million. The increase from 2002 to 2003 is due to currency translation effect on our euro denominated bonds. Our year end debt/equity ratio remained stable at 0.20:1 in 2004 (No change in
ratio from 2003 and 2002).
We
had $3.2 billion in non-convertible bonds at December 31, 2004, up from $3.0 billion at December 31, 2003 and $2.6 billion as of
December 31, 2002. The increases in 2004 and 2003 have been due to currency translation effect on our euro denominated bonds.
For
details on the maturity profile of debt, currency and interest rate structure, see note 18 to the consolidated financial statements.
As
of December 31, 2004, we had short-term debt (excluding the current portion of long-term debt) of $3.4 billion as compared with
$2.7 billion as of December 31, 2003, and $2.7 billion as of December 31, 2002.
This
short-term debt consisted mainly of $0.7 billion in repurchase agreements created in 2004; $0.4 billion (2003: $0.6 billion; 2002
$0.9 billion) commercial paper; and other bank and financial debt, including interest bearing employee accounts, of $2.1 billion (2003: $1.6 billion; 2002: $1.5 billion).
We
are in compliance with all covenants or other requirements set forth in our financing agreements. We do not have any rating downgrade triggers that would accelerate maturity of our
debt. For details of the maturity profile of debt, currency and interest rate structure, see note 18 to the consolidated financial statements. Our debt continues to be rated by
Standard & Poor's and Moody's respectively as AAA and
123
Aaa
for long-term maturities and A1+ and P1 for short-term debt. We consider our financial resources and facilities to be sufficient for our present requirements.
Payments Due by Period
Contractual Obligations
Total
Less than
1 year
2-3
years
4-5
years
After
5 years
($ millions)
($ millions)
($ millions)
($ millions)
($ millions)
Long-Term Debt
3,416
680
2,676
36
24
Operating Leases
926
233
304
143
246
Research & Development Commitments
unconditional
665
285
245
113
22
potential milestone payments
582
91
158
200
133
Purchase commitments
property,plant & equipment
325
241
66
18
other assets
57
28
29
Total Contractual Cash Obligations
5,971
1,558
3,478
510
425
Contingencies
In connection with our original investment in January 1996 in Chiron:
We
have agreed to purchase up to $500 million of new Chiron equity at fair value, at Chiron's request. To date, Chiron has made no such request.
We
have agreed to guarantee up to $703 million of Chiron debt. Utilization of the guarantee in excess of $403 million reduces the equity put amount mentioned
above. Our obligation under the guarantee is only effective if Chiron defaults on the debt.
Chiron
has granted to us an option to purchase newly issued shares of equity securities directly from Chiron at fair market value. We may exercise this option at any time
subject to certain conditions, including a limitation on our aggregate ownership not to exceed 55% of Chiron's then outstanding common stock.
The
outstanding equity put and guarantee expire no later than 2011.
For
other contingencies, see "Item 4. Information on the Company4.D Property, Plants and EquipmentEnvironmental Matters" and "Item 8. Financial
Information8.A Consolidated Statements and Other Financial Information8.A.7 Legal Proceedings."
124
Item 6. Directors, Senior Management and Employees
6.A Directors and Senior Management
Directors
Members of the Board of Directors
Age
Director
Since
Term
Expires
Daniel Vasella, M.D.
51
1996
2007
Helmut Sihler, J.D., Ph.D.
74
1996
2007
Hans-Joerg Rudloff
64
1996
2007
Dr. h.c. Birgit Breuel
67
1996
2005
Peter Burckhardt, M.D.
66
1996
2005
Srikant Datar, Ph.D.
51
2003
2006
William W. George
62
1999
2006
Alexandre F. Jetzer
63
1996
2005
Pierre Landolt
57
1996
2005
Ulrich Lehner, Ph.D.
58
2002
2005
Dr.-Ing. Wendelin Wiedeking
52
2003
2006
Rolf M. Zinkernagel, M.D.
60
1999
2006
Daniel Vasella, M.D. Swiss, age 51.
Since 1996 Daniel Vasella has served as President
and Chairman of the Group Executive Committee (CEO). In 1999, he additionally was appointed Chairman of the
Board of Directors. He is an executive director. Daniel Vasella is also a member of the Board of Directors of Pepsico, Inc., US. He is a member of the Board of Directors of Associates of
Harvard Business School. Daniel Vasella graduated with an M.D. from the University of Bern in 1979. After holding a number of medical positions in Switzerland, he joined Sandoz Pharmaceuticals
Corporation in the US in 1988. From 1993 to 1995, Daniel Vasella advanced from Head of Corporate Marketing and Senior Vice President and Head of Worldwide Development to Chief Operating Officer of
Sandoz Pharma Ltd. In 1995 and 1996, Daniel Vasella was a member of the Sandoz Group Executive Committee and Chief Executive Officer of Sandoz Pharma Ltd. In 2002, Dr. Vasella was
awarded an honorary doctorate by the University of Basel. Daniel Vasella is a member of the Chairman's Council of DaimlerChrysler AG, Germany. In addition, he is President of the International
Federation of Pharmaceutical Manufacturers Associations, a member of the International Board of Governors of the Peres Center for Peace in Israel and a member of the International Business Leaders
Advisory Council for the Mayor of Shanghai. He also serves as a member of several industry associations and educational institutions.
Helmut Sihler, J.D., Ph.D. Austrian, age 74.
Helmut Sihler became Vice Chairman in 1996. He became
Lead Director in 1999 and is a member of the Chairman's Committee and the Corporate Governance Committee. He chairs the Audit and Compliance Committee and the Compensation Committee. He qualifies as a
Non-Executive, independent Director and the Board has decided that he is adequately qualified in financial matters in accordance with applicable Regulations to chair the Audit and
Compliance Committee. Helmut Sihler is Chairman of the Supervisory Board of Dr.-Ing. h.c. F. Porsche AG, Germany. Helmut Sihler studied philology and law in Graz, Austria and Burlington, Vermont (US)
and graduated with a Ph.D. in philology and a J.D. In 1957, he joined Henkel KGaA, Germany, initially holding several positions in the marketing department for consumer goods. From 1980 to 1992,
Helmut Sihler was Chairman of the Central Board of Management of Henkel KGaA. In 1988 and 1989, Helmut Sihler was President of the Association of the German Chemical Industry. Helmut Sihler was ad
interim CEO of Deutsche Telekom AG, Germany, from July to November 2002.
125
Hans-Joerg Rudloff German, age 64.
Since 1996 Hans-Joerg Rudloff has served
as Vice Chairman. In 1999, he became a member of the Chairman's Committee and the Compensation Committee and since 2002 he has been a member of the Corporate Governance Committee. He qualifies as an
independent Non-Executive Director. Since 2004 Hans-Joerg Rudloff has been a member of the Audit and Compliance Committee. Hans-Joerg Rudloff joined Barclays
Capital in 1998, where he is presently Chairman of the Executive Committee. Hans-Joerg Rudloff also serves on a number of boards of other companies, including the Boards of Directors of
the TBG Group (Thyssen-Bornemisza Group), Monaco, Marcuard Group, Geneva, RBC, Russia and ADB Consulting, Geneva, Switzerland. Hans-Joerg Rudloff studied economics at the University of
Bern and graduated in 1965. He joined Credit Suisse in Geneva and moved to New York in 1968 to join the investment banking firm of Kidder Peabody Inc. He was in charge of Kidder Peabody's Swiss
operation and was elected Chairman of Kidder Peabody International and a member of the Board of Kidder Peabody Inc. in 1978. In 1980 he joined Credit Suisse First Boston and was elected Vice
Chairman in 1983 and Chairman and CEO in 1989. From 1986 to 1990 Hans-Joerg Rudloff was also a member of the Executive Board of Credit Suisse in Zurich in charge of all securities and
capital market departments.
From 1994 to 1998 Hans-Joerg Rudloff was Chairman of MC-BBL in Luxembourg. In 1994, Hans-Joerg Rudloff was elected to the Board of Directors of Sandoz AG.
Hans-Joerg Rudloff is a member of the Advisory Board of the MBA program of the University of Bern, Switzerland and of Landeskreditbank Baden-Württemberg, Germany, and EnBW
(Energie Baden-Württemberg), Germany.
Dr. h.c. Birgit Breuel German, age 67.
Since 1996 Birgit Breuel has served as a Member of the
Board. In 1999, she became a member of the Audit and Compliance Committee. She qualifies as an independent, Non-Executive Director. Birgit Breuel is also a member of the Supervisory Board
of Gruner+Jahr AG, Hamburg,Germany, of WWF, Germany, and of HGV (Hamburger Gesellschaft für Vermögens-und Beteiligungsverwaltung mbH), Germany. Birgit Breuel
studied politics at the Universities of Hamburg, Oxford and Geneva. She was Minister of Economy and Transport (1978-1986) and Minister of Finance (1986-1990) of Niedersachsen
(Lower Saxony), the second largest state of Germany. In 1990, Birgit Breuel was elected to the Executive Board of the Treuhandanstalt, which was responsible for the privatization of the former East
Germany's economy; in 1991, she also became the President of the Treuhandanstalt. From 1995 to 2000, she acted as the General Commissioner and CEO of the world exhibition EXPO 2000 in Hanover,
Germany.
Peter Burckhardt, M.D. Swiss, age 66.
Peter Burckhardt has been a member of the Board of Directors
since 1996. He qualifies as an independent, Non-Executive Director. From 1982 to 2004, Peter Burckhardt has been the Chairman of the Novartis (formerly Sandoz) Foundation for Biomedical
Research in Switzerland. After studying in Basel and Hamburg, Peter Burckhardt graduated with an M.D. from the University of Basel in 1965. He trained from 1966 to 1978 in internal medicine and
endocrinology, mainly at the University Hospital of Lausanne, Switzerland, and the Massachusetts General Hospital, Boston, US. Peter Burckhardt was appointed Chief of Clinical Endocrinology in 1978,
and full Professor of Internal Medicine and Chairman of the Department of Internal Medicine at the University Hospital of Lausanne in 1982. In addition to his activities as a clinician and academic
teacher, Peter Burckhardt conducs clinical research, mainly in bone diseases and calcium metabolism. He has authored more than 300 scientific publications and is an editorial board member of several
international scientific journals. He was president of the Swiss Society of Internal Medicine, a member of the appeal committee of the national agency for drug controls and a board member of numerous
scientific societies including the Swiss Societies of Nutrition, Clinical Chemistry, Endocrinology, Bone and Mineral Research, and the Committee for Endocrinology of the European Community. Since
1982, Peter Burckhardt has been the Head of the Department of Internal Medicine at the University Hospital of Lausanne, then chief of medical service until 2004. He is treasurer of the International
Foundation of Osteoporosis. Since 1990, he has been the organizer and chairman of the International Symposia on Nutrition and Osteoporosis.
Srikant Datar, Ph.D. Indian, age 51.
Srikant Datar became a member of the Board in 2003. He is a
Non-Executive Director. Srikant Datar is a member of the Board of Voyan Technology Inc., Santa Clara, California, and of Harvard Business School Interactive, Boston, Massachusetts.
In 1973, Professor Srikant
126
Datar
graduated with distinction in mathematics and economics at the University of Bombay. He is a Chartered Accountant and holds two masters degrees and a Ph.D. from Stanford University. Professor
Datar has worked as an accountant and planner in industry and as a Professor at the Universities of Carnegie Mellon, Stanford and Harvard in the US. He currently holds the Arthur Lowes Dickinson
Professorship at Harvard University. His research interests are in the areas of cost management, measurement of productivity, new product development, time-based competition, incentives
and performance evaluation. He is the author of many scientific publications and has received several academic awards and honors. Srikant Datar has advised and worked with numerous renowned firms such
as Du Pont, General Motors and Mellon Bank in research, development and training. Srikant Datar is Senior Associate Dean for Executive Education at the Graduate School of Business Administration of
Harvard University, Boston, Massachusetts.
William W. George American, age 62.
In 1999, William W. George was elected as a member of the Board
of Directors. In 2001, he became a member of the Chairman's Committee and the Chairman of the Corporate Governance Committee. He qualifies as an independent, Non-Executive Director.
William W. George is a member of the Boards of Directors of Goldman Sachs and Target Corporation (formerly Dayton Hudson), Minneapolis. William W. George received his BSIE from Georgia Institute of
Technology in 1964 and his MBA from Harvard University in 1966. From 1966 to 1969, he worked in the US Department of Defense as special assistant to the Secretary of the Navy and as assistant to the
Comptroller. After having served as President of Litton Microwave Cooking Products, William W. George held a series of executive positions with Honeywell from 1978 to 1989. Thereafter he served as
President and Chief Operating Officer of Medtronic, Inc. in Minneapolis, and, from 1991 to 2001, as its Chief Executive Officer. From 1996 to 2002, he was Medtronic's Chairman. He has served as
Executive-in-Residence at Yale School of Management and Professor of Leadership and Governance at IMD International in Lausanne, Switzerland. William W. George is Professor of
Management Practice at Harvard Business School, In addition, he is a member of the Board of Directors of the National Association of Corporate Directors and of the Carnegie Endowment for International
Peace.
Alexandre F. Jetzer Swiss, age 63.
Alexandre F. Jetzer has served as a Director since 1996. He is a
Non-Executive Director. Alexandre F. Jetzer is also a member of the Board of Directors of Clariden Bank, Zurich, Switzerland, of the Supervisory Board of Compagnie
Financière Michelin, Granges-Paccot (FR), Switzerland, and of the Board of the Lucerne Festival Foundation, Lucerne, Switzerland. Alexandre F. Jetzer graduated with Masters of law and
economics from the University of Neuchâtel, Switzerland and is a licensed attorney. After serving as General Secretary of the Swiss Federation of Commerce and Industry (Vorort) from
1967 on, Alexandre F. Jetzer joined Sandoz in 1980. In 1981 he was appointed Member of the Sandoz Group Executive Committee in the capacity of Chief Financial Officer (CFO) and, as of 1990, as Head of
Management Resources and International Coordination. From 1995 to 1996, he was Chairman and Chief Executive Officer of Sandoz Pharmaceuticals Corporation in East Hanover, New Jersey (US) and he
additionally was appointed President and CEO of Sandoz Corporation in New York (NY). After the merger which
created Novartis in 1996 until 1999, he served as a member of the Novartis Group Executive Committee and Head of International Coordination, Legal & Taxes. Mr. Jetzer continues to support our
Government Relations activities under a Consultancy Agreement.
Pierre Landolt Swiss, age 57.
Pierre Landolt has served as a Director since 1996. He qualifies as an
independent, Non-Executive Director. Pierre Landolt is the President of the Sandoz Family Foundation, Glaris, Switzerland, and the Chairman of the Board of Directors of Landolt Kapital SA,
Pully, Switzerland, and of Emasan AG, Basel, Switzerland. He is also a member of the Board of Directors of Syngenta AG, and of the Syngenta Foundation for Sustainable Agriculture, both in Basel,
Switzerland. In addition, he serves as Chairman of the Board of Directors of Curacao International Trust Company, Curacao, Netherlands Antilles, Vaucher Manufacture Fleurier SA., Fleurier, Switzerland
(Chairman), and as Vice Chairman of the Boards of Directors of Parmigiani, Mesure et Art du Temps S.A., Fleurier, Switzerland, and the Fondation du Montreux Jazz Festival, Montreux, Switzerland.
Pierre Landolt graduated with a Bachelor of Law degree from the University of Paris-Assas. From 1974 to 1976, he worked for Sandoz Brazil. In 1977, he acquired an agricultural estate in Brazil,
cultivating organic tropical
127
fruit
as well as producing dairy products. In 1989, he founded a firm for irrigation systems. In the same year, he became the main associate and director of a bank in São Paulo. Since
1997 Pierre Landolt has been Associate and Chairman of Axial Par Ltda, São Paulo, a company investing in sustainability. In 2000, he was co-founder of Eco Carbone
LLC, Delaware, US, a company focused on the development of carbon sequestration processes in Europe, Africa and South America.
Ulrich Lehner, Ph.D. German, age 58.
Ulrich Lehner was elected to the Board of Directors of Novartis
AG in 2002. He is a member of the Audit and Compliance Committee. The Board has appointed him as Audit Committee Financial Expert. He qualifies as an independent Non-Executive Director.
Ulrich Lehner is President and CEO of Henkel KGaA, Germany. He also serves as a member of the Board of Ecolab Inc., St. Paul, US, as member of the supervisory board of E.ON AG and of HSBC
Trinkaus & Burkhardt KGaA, both in Düsseldorf, Germany. Ulrich Lehner studied business administration and mechanical engineering. From 1975 to 1981, Ulrich Lehner was an auditor
with KPMG Deutsche Treuhand-Gesellschaft AG in Düsseldorf. In 1981, he joined Henkel KGaA. After heading the Controlling Department of Fried. Krupp GmbH in Essen, Germany, from 1983 to
1986, he returned to Henkel KGaA as Finance Director. From 1991 to 1994, Ulrich Lehner headed the Management Holding Henkel Asia-Pacific Ltd. in Hong Kong. From 1995 to 2000, he
served Henkel KGaA, Düsseldorf, as Executive Vice President, Finance/Logistics (CFO). Ulrich Lehner is a member of the Advisory Board of Dr. August Oetker KG, Bielefeld, Germany,
and of Krombacher Brauerei, Krombach, Germany. He is an Honorary Professor at the University of Münster, Germany.
Dr.-Ing. Wendelin Wiedeking German, age 52.
Wendelin Wiedeking was elected as a member of the Board
in 2003. He qualifies as an independent, Non-Executive Director. Wendelin Wiedeking is Chairman of the Executive Board of Dr.-Ing. h.c. F. Porsche AG, Germany, and a member of the
Supervisory Board of Directors of Deutsche Telekom AG, Germany, and of Eagle Picher Incorporated,
Phoenix, Arizona. Born in Ahlen, Germany, Wendelin Wiedeking studied mechanical engineering and worked as a scientific assistant in the Machine Tool Laboratory of the Rhine-Westphalian College of
Advanced Technology in Aachen. His professional career began in 1983 as Director's Assistant in the Production and Materials Management area of Dr.-Ing. h.c. F. Porsche AG in
Stuttgart-Zuffenhausen. In 1988 he moved to the Glyco Metall-Werke KG in Wiesbaden as Division Manager, where he advanced by 1990 to the position of Chief Executive and Chairman of the Board of
Management of Glyco AG. In 1991 he returned to Porsche AG as Production Director. A year later, the Supervisory Board appointed him spokesman of the Executive Board (CEO), and in 1993 its Chairman.
Rolf M. Zinkernagel, M.D. Swiss, age 60.
In 1999, Rolf M. Zinkernagel was elected to the Board of
Directors of Novartis AG. He has been a member of the Corporate Governance Committee since 2001. He qualifies as an independent, Non-Executive Director. Rolf M. Zinkernagel graduated from
the University of Basel with an M.D. in 1970. Since 1992 he has been Professor and Director of the Institute of Experimental Immunology at the University of Zurich. Rolf M. Zinkernagel has received
many awards and prizes for his work and contribution to science, the most prestigious being the Nobel Prize for Medicine which he was awarded in 1996. Rolf M. Zinkernagel was a member of the Board of
Directors of Cytos Biotechnology AG, Schlieren/Zurich, Switzerland, until April 2003. Rolf M. Zinkernagel is a member of the Swiss Society of Allergy and Immunology, the American Associations
of Immunologists and of Pathologists, the ENI European Network of Immunological Institutions, the International Society for Antiviral Research, and President of the Executive Board of the
International Union of Immunological Societies (IUIS). He is also a member of the Scientific Advisory Boards of: The Lombard Odier, Darier Hentsch & Cie Bank, Geneva, Switzerland; BT &
T, Jersey; Bio-Alliance AG, Frankfurt, Germany; Aravis General Partner Ltd., Cayman Islands; Cytos Biotechnology AG, Schlieren/Zurich, Switzerland; Bioxell, Milan, Italy; Esbatech,
Zurich, Switzerland; Novimmune, Geneva, Switzerland; Miikana Therapeutics, Fremont CA; Cancevir, Zurich, Switzerland, and Mann-Kind, Sylmar CA, US. Rolf M. Zinkernagel is also a Science
Consultant to: GenPat77, Berlin/Munich, Germany; Aponetics AG, Witterswil, Switzerland; Solis Therapeutics, Palo Alto, US; Ganymed, Mainz, Germany; and Zhen-Ao Group, Dalian, China.
128
Executive Officers and Senior Management
Daniel Vasella, M.D. Swiss, age 51.
Chairman of the Board of Directors and Chairman of the Chairman's
Committee (since 1999), Chief Executive Officer and Head of the Group Executive Committee (since 1996). See "Directors."
Urs Bärlocher, J.D. Swiss, age 62.
Head of Legal and General Affairs and a member of
the Group Executive Committee (since 1999). Urs Bärlocher earned his JD from the University of Basel and was admitted to the bar in 1970. After working as a tax lawyer, he joined Sandoz
in 1973, and held a number of key positions including Head of Strategic Planning and Head of Group Reporting. In 1987, he was made a member of the Sandoz Executive Board, responsible, among other
things, for Strategic Planning, HR, Legal, Taxes, Patents and Trademarks. In 1990, he became CEO of the Sandoz Nutrition Division and then, in 1993, CEO of Sandoz Pharma. In 1995, Urs
Bärlocher assumed the position of Chairman of the Board of Sandoz Deutschland GmbH (Germany) and Biochemie GmbH (Austria). After the formation of Novartis in 1996 he served as Head of
Legal, Tax, Insurance, to which Corporate Security and International Coordination were added. He became a member of the Executive Committee of Novartis in 1999. He has held his current position as
Head of Legal and General Affairs since 2000, when his responsibilities were extended to include Corporate Intellectual Property and Corporate Health, Safety & Environment as well as, from
2004, the newly created function, Corporate Risk Management.
Raymund Breu, Ph.D. Swiss, age 59.
Chief Financial Officer and a member of the Group Executive
Committee (since 1996). Raymund Breu graduated from the Swiss Federal Institute of Technology (ETH) in Zurich, Switzerland, with a PhD in mathematics. In 1975, he joined the Treasury Department of the
Sandoz Group, and, in 1982, became the Head of Finance for the Sandoz affiliates in the UK. In 1985, he was appointed Chief Financial Officer of Sandoz Corporation in New York, where he was
responsible for all Sandoz Finance activities in the US. In 1990, he became Group Treasurer of Sandoz Ltd., Basel, Switzerland, and, in 1993, Head of Group Finance and Member of the Sandoz
Executive Board. Following the formation of Novartis in 1996, he assumed his current position as Chief Financial Officer and member of the Group Executive Committee. Raymund Breu is also a member of
the Board of Directors of Swiss Re, Chiron (US) and of the SWX Swiss Exchange and its admission panel and takeover commission.
Paul Choffat, J.D. Swiss, age 55.
Head of Novartis Consumer Health and member of the Group Executive
Committee (since 2002). Paul Choffat holds a JD from the University of Lausanne, Switzerland, and an MBA from the International Institute for Management Development in Lausanne. He started his
professional career with Nestlé in Zurich, Switzerland, and London, UK. From 1981 to 1985, he was a project manager at McKinsey & Company in Zurich. Between 1987 and 1994, he
held a number of leading positions at Landis & Gyr in Zug, Switzerland, where he became a member of the Executive Board and Head of the Communications Division. In 1994, he moved to Von Roll in
Gerlafingen, Switzerland, as CEO. Paul Choffat joined Sandoz in 1995 as Head of Management Resources and International Coordination. He subsequently became a member of the Executive Board and was
responsible for Group Planning and Organization. During the Novartis merger he headed the integration office. In 1996, he returned to line management as CEO of Fotolabo SA, Montpre-
veyres-sur-Lausanne, Switzerland, where he remained for three years before becoming an entrepreneur and private investor in 1999. He rejoined Novartis in January 2002 as
Head of Novartis Consumer Health and member of the Group Executive Committee.
Thomas Ebeling German, age 45.
Head of Novartis Pharma (since 2000) and member of the Group Executive
Committee (since 1998). Thomas Ebeling graduated from the University of Hamburg with a degree in psychology. From 1987 to 1991, he held several positions of increasing responsibility at Reemstma
Germany. In 1991, he joined Pepsi-Cola Germany as Marketing Director. He became Marketing Director for Germany and Austria in 1993 and was National Sales and Franchise Director for Pepsi's
retail and on-premise sales from 1994. He then served as General Manager of Pepsi-Cola Germany. In 1997, Thomas Ebeling joined Novartis as General Manager of Novartis Nutrition
for Germany and Austria. After having served as CEO of Novartis Nutrition, he became CEO of Novartis
129
Consumer
Health worldwide, and then Chief Operating Officer of Novartis Pharmaceuticals, before attaining his present position in 2000.
Mark C. Fishman, M.D. American, age 54.
Head of Pharmaceuticals Research and a member of the Group
Executive Committee (since 2002). Mark C. Fishman is a graduate of Yale College and Harvard Medical School. He completed his Internal Medicine residency, Chief residency, and Cardiology training at
the Massachusetts General Hospital. He serves on several editorial boards and has worked with national policy and scientific committees including those of the National Institutes of Health (NIH) and
Wellcome Trust. He has been honored with many awards and distinguished lectureships and is a Fellow of the American Academy of Arts and Sciences. Before joining Novartis, Mark C. Fishman was Professor
of Medicine at Harvard Medical School and Chief of Cardiology and Director of the Cardiovascular Research Center at the Massachusetts General Hospital in Boston.
Juergen Brokatzky-Geiger, Ph.D. German, age 52.
Head of Human Resources and Permanent Attendee to the
Executive Committee. Juergen Brokatzky-Geiger graduated with a PhD in Chemistry from the University of Freiburg, Germany, in 1982. He joined Ciba-Geigy in 1983 as a Laboratory Head in the
Pharmaceutical Division. After a job rotation in Summit, NJ, from 1987 to 1988 he held a number of positions of increasing responsibility, including Group Leader of Process R&D, Head of Process R&D
and Head of Process Development and Pilot Plant Operations. During the merger of Ciba-Geigy and Sandoz in 1996, Juergen Brokatzky-Geiger was appointed Integration Officer of Technical
Operations. Thereafter, he became the Head of Chemical and Analytical Development and, from 1999 until August 2003, he served as the Global Head of Technical R&D. Juergen Brokatzky-Geiger was
appointed to his present position as Head of Human Resources on September 1, 2003.
Steven Kelmar American, age 51.
Head of Public Affairs and Communications and Permanent Attendee to
the Executive Committee. Steven Kelmar graduated with a Bachelor of Arts degree in Public Administration and Economics from Pennsylvania State University and spent 14 years
(1979-1993) in public service in several executive positions. He was Chief of Staff to two Members of the US Congress and also worked in several legislative capacities for Members of the
US Senate and the House of Representatives before his appointment by President Bush in 1990 to the position of Assistant Secretary for Legislation in the US Department of Health and Human Services. In
1993, he joined Strategic Management Association of Alexandria, Virginia. In 1997, he moved to
Medtronic Inc., to become Senior Vice President of External Relations and joined Novartis as Head of Public Affairs and Communications in Febuary 2003.
Andreas Rummelt, Ph.D. German, age 48.
Head of Sandoz and Permanent Attendee to the Executive
Committee. Andreas Rummelt obtained his doctorate in Pharmaceutical Sciences from the University of Erlangen-Nürnberg, Germany. He received executive training in general management and
leadership from the IMD in Lausanne, INSEAD in Fontainebleau, and Harvard Business School. He is a member of numerous professional associations including the International Association for
Pharmaceutical Technology, the Society of the Swiss Chemical Industry and the Society of Swiss Industrial Pharmacists. Andreas Rummelt was named CEO of Sandoz effective November 1, 2004. Prior
to that, he was Head, Global Technical Operations at Novartis Pharma and a member of the Pharma Executive Committee (PEC). As Head, Global Technical Operations from 1999 through 2004, Rummelt was
responsible for worldwide chemical, pharmaceutical, bio-technological and supply chain operations, as well as quality operations. Before leading Global Technical Operations, Rummelt was
Head of Worldwide Technical Research & Development (TRD) from 1994 to 1999, and was responsible for developing the TRD function through the merger that created Novartis in 1996. From the time
he joined Sandoz in 1985 through 1994, he served in various positions in Development, first as Laboratory Head, then as Group Head and finally as Department Head in the area of Drug Delivery Systems.
130
Business Unit Heads
(1)
Name, nationality
and age
Head of
Business Unit
Active for Novartis since
Significant positions previously held
Education
David Epstein, B.Sc., M.B.A.
American, 43
Specialty Medicines and Oncology (since 2000)
1989
Chief Operating Officer and member of the Executive Committee of Novartis Pharmaceuticals Corporation US
Bachelor of Science, Pharmacy (Rutgers University) and MBA (Columbia University)
Anthony Rosenberg B.Sc., M.Sc.
British, 51
Transplantation and Immunology
(since 2001)
1980
Various leading positions with Sandoz UK and Novartis Group
Bachelor of Science (University of Leicester) and Master of Science (University of London)
Flemming Ørnskov
Danish, 46
Ophthalmics
(since 2003)
2001
Head of Cardiovascular Products Group, Novartis Pharmaceuticals Corporation
M.D. (University of Copenhagen), MBA (Insead), MPH (Harvard University)
Peter Hewes
B.A. Econ.
British, 57
Mature Products
(since 2000)
1976
Country Head of Sandoz Portugal; Regional European Head of Novartis Pharma
Bachelor of Arts, Economics (University of Reading, UK)
Larry Allgaier B.Sc.
American, 46
OTC
(since 2004)
2003
VP and General Manager, North America Baby Care, for Procter & Gamble
Bachelor of Science, Chemical Engineering; Christian Brothers University
George Gunn BVM&S, DVSM, MRCVS
British, 54
Animal Health
(since 2004)
2003
President Animal Health, Pharmacia Corp; Head Animal Health, US and Region North America, for Novartis Animal Health
Bachelor of Veterinary Medicine and Surgery from the Royal Dick School of Veterinary Studies, Edinburgh, UK
Michel Gardet M.A. Business
French, 47
Medical Nutrition
(since 2002)
1991
General Manager of Novartis Consumer Health, Iberia; Head of Health and Functional Nutrition Novartis
Graduate of the Ecole Supérieure de Commerce Paris
Kurt T. Schmidt B.Sc., M.B.A.
American, 47
Infant & Baby
(since 2004)
2002
General Manager Food for Kraft Foods, Germany; Marketing Director Wrigley Company for German-speaking Europe, Eastern Europe and the Middle East; Head of Novartis Animal Health Business Unit
Bachelor of Science (United States Naval Academy, Annapolis) and MBA (University of Chicago)
Joseph T. Mallof B.Sc., M.B.A.
American, 52
CIBA Vision
(since 2002)
2002
Regional President of S.C. Johnson & Son for the Americas Asia Pacific; General Manager of Procter & Gamble in Japan and the Philippines
Bachelor of Science (Purdue University) and MBA (University of Chicago)
(1)
In
2004, Christian Seiwald left his position as Sandoz Business Unit Head. He was succeeded by Andreas Rummelt, who also serves as a Permanent Attendee to the Executive
Committee.
6.B Compensation
Non-Executive Directors' Compensation
The Compensation Committee advises the Board of Directors on the compensation of the Directors other than Dr. Vasella (the Non-Executive
Directors). Non-Executive Directors receive an annual retainer in an amount that varies with the Board and Committee responsibilities of the Director. Directors receive no additional fees
for attending meetings or acting as committee chairs. Directors can choose to receive the annual retainer in cash, shares, or a combination thereof. Since January 1, 2003, we no longer offer
share options to Directors, or grant shares to Directors in acknowledgement of business performance. Directors are reimbursed for travel and other necessary business expenses incurred in the
performance of their services.
131
2004 Non-Executive Directors' Compensation
Annual Cash
Compensation
(CHF)
Shares
(number)
Daniel Vasella, M.D.
Chairman
Chairman's Committee (Chair)
(please refer to the table on page 137)
Helmut Sihler, J.D., Ph.D.
Vice Chairman, Lead Director
Chairman's Committee (Member)
Compensation Committee (Chair)
Audit and Compliance Committee (Chair) Corporate Governance Committee (Member)
Rolf M. Zinkernagel, M.D.
(3)
Corporate Governance Committee (Member)
346,948
5,484
Total
3,380,696
37,269
(1)
Since
February 24, 2004.
(2)
In
addition, Mr. Jetzer was paid CHF 120,000 for other consulting services.
(3)
Includes
CHF 250,000 for acting as the Board's delegate in the scientific advisory boards of the Genomics Institute of the Novartis Research Foundation (GNF) and the
Novartis Institute for Tropical Diseases (NITD).
In 2004, Walter G. Frehner and Heini Lippuner retired from their positions as Directors. No payments were made to them in 2004.
132
Ownership of Novartis Shares and Share Options by the Non-Executive Directors
In December 2003, the Board of Directors adopted a share ownership guideline, under which Non-Executive Directors are required to own at least
5,000 Novartis shares within three years after joining the Board. The total number of Novartis shares owned as of December 31, 2004, by the Non-Executive Directors and persons
closely linked to them was 383,420. "Persons closely linked to them" are (i) their spouse, (ii) their children below age 18, (iii) any legal entities that they own or otherwise
control, or (iv) any legal or natural person who is acting as their fiduciary.
No
Non-Executive Director owned 1% or more of our outstanding shares. As of December 31, 2004, the individual ownership of Novartis shares by the
Non-Executive Directors (including persons closely linked to them) was as follows:
Beneficial Owner
Number of shares
owned directly
or indirectly
Dr. h.c. Daniel Vasella, MD
(please refer to the table on page 138)
Helmut Sihler, J.D., Ph.D.
34,304
Hans-Joerg Rudloff
109,731
Dr. h.c. Birgit Breuel
5,000
Peter Burckhardt, M.D.
15,604
Srikant Datar, Ph.D.
5,026
William W. George
112,249
Alexandre F. Jetzer
60,621
Pierre Landolt
9,387
Ulrich Lehner, Ph.D.
5,120
Dr.-Ing. Wendelin Wiedeking
7,756
Rolf M. Zinkernagel, M.D.
18,622
Total
383,420
As of the same date, the Non-Executive Directors held a total of 293,683 Novartis share options. The number of share options granted
and exercise prices have been adjusted to reflect the share split of 1:40 in 2001. Broken down by grant year, the number of options held are:
Grant Year
Options held
(number)
Conversion
Rate
Exercise
Price
(CHF)
Term
life
(years)
2002
96,363
1:1
62.0
9
2001
68,280
1:1
70.0
9
10,000
1:1
62.6
10
2000
81,840
1:1
51.3
9
No options were granted to Non-Executive Directors in 2003 and 2004.
Compensation for Former Directors and Executives
In 2004, we paid a total amount of $102,000 to two former members of the Board and $2,541,000 to five former Executives.
133
Executive Compensation Policy
Our compensation programs are designed to attract, retain and motivate the high-caliber executives, managers and associates who are critical to the
success of the Group. Globalization of labor markets for specialists and executives has led to a rapid convergence between US and European principles of compensation and a strong focus on
long-term, equity-based forms of programs. Overall, the intention of these programs is to provide compensation opportunities that:
Are
comparable to those provided by a selected group of industry-specific competitors;
Support
a performance-oriented culture that allows high performers to achieve superior rewards; and
Align
executives, management and associates to create sustainable shareholder value.
Total
individual compensation at target performance level is aimed at the median of comparable companies of the industries in which we are present. Annual cash and equity incentive
awards are based on both overall Group or affiliate company and individual performance.
Long-term incentive awards include share options and other forms of equity participation. Executive compensation programs strongly encourage significant levels of share ownership and put a
high portion of total compensation at risk, subject to individual and company performance and the appreciation of Novartis shareholder value. In addition, to further strengthen the Company's ownership
philosophy, the Board of Directors established in 2003 share ownership guidelines under which designated executives are required to own a multiple of their base salary in Novartis shares.
Compensation Program Descriptions
The total compensation package for each executive consists of the three basic components discussed in more detail below. Target salary and incentive levels are
aimed at the median of the peer group, based on available public data and an analysis of external compensation advisors. Actual compensation levels of individuals may in some instances surpass the
median of the market, reflecting superior results. The Compensation Committee believes that this position is consistent with the performance of the Group and its evaluation of the external market.
Salaries
The 2004 salaries of the Executive Committee members are shown in the "Salary" column of the 2004 Summary Compensation Table on page 137.
Annual Incentive Awards
Under the terms of the Novartis Annual Incentive Plan, awards are made each year based on the achievement of predetermined Group and individual performance
objectives. Below a certain performance threshold, no awards may be granted under the plan.
Long-Term Incentive Compensation
Long-term incentive compensation, in the form of share options, shares contingent on performance, and restricted shares, comprises a major portion of
the total compensation package for executives. In any given year, an executive may be offered share options, performance-contingent shares, and/or restricted shares. Long-term incentives
are aimed at the median of the competitive market, with above-average and superior performance resulting in long-term compensation above the targeted amounts. Below a threshold level of
performance, no awards may be granted under the plan. Share options are also granted to selected employees.
134
Share Options
In 2004, the Board of Directors adopted a modification to the Share Option Plans described below. Under the plan called "Select," participants have the choice to
receive their share option award in the form of share options, or restricted shares or in equal parts in share options and restricted shares. An exchange ratio of share options to shares is set by the
Board. For 2004, four share options could be exchanged for one share. Shares granted have a restriction period identical to the vesting period of the share options.
(a)
Novartis Share Option Plan
Under the Novartis Share Option Plan, Directors (through 2002), executives and other selected employees of Group companies (collectively, the "Participants") may
be granted options on Novartis shares. These options are granted both in recognition of past performance and as an incentive for future contributions by the Participants. They allow the Participants
to benefit as the price of the shares increases over time, and so provide a long-term incentive for improvements in our profitability and success. The share options are tradable; therefore
they can be used to purchase the underlying Novartis share or they can be sold. If a Participant voluntarily leaves Novartis, share options not yet vested generally forfeit. In 2004, the vesting
period for the Novartis Share Option Plan was changed from a two-year vesting period to a three-year vesting period for most countries. Due to pending tax legislation in
Switzerland, it was decided not to implement the three-year vesting period in Switzerland. The current view is that the new law will come into force in 2006/2007, at which point the
vesting period might be reviewed. The
share options under the Novartis Share Option Plan have a term of seven years and an exchange ratio of 1:1.
(b)
Novartis US ADS Incentive Plan for US-based employees
Introduced in 2001, the Novartis US American Depositary Shares (ADS) Incentive Plan grants ADS options to US-based Directors (through 2002), officers
and other selected employees, thus replacing a Share Appreciation Rights Plan. The terms and conditions of the US ADS plan are substantially equivalent to the Novartis Share Option Plan. As of 2004,
ADS options granted under the plan are transferable to a market maker.
Share Plans
We offer to nominated executives a Long-Term Performance Plan, a Leveraged Share Savings Plan and a Restricted Share Plan. These plans are designed to
foster long-term commitments by eligible employees to Novartis by aligning their incentives with our performance.
(a)
Long-Term Performance Plan
Under the Long-Term Performance Plan, participants are awarded the right to earn Novartis shares. Actual payouts, if any, are determined with the help
of a formula which measures, among other things, our performance using economic value added relative to predetermined strategic plan targets. Additional functional objectives may be considered in the
evaluation of performance. If performance is below the threshold level of the predetermined targets, then no shares will be earned. To the extent the performance exceeds the threshold performance
level, participants are eligible to receive an increasing amount of Novartis shares, up to the maximum cap. Payout of shares is conditioned on the participant remaining in the employ of a Novartis
affiliate at the time of payout.
(b)
Leveraged Share Savings Plan
There are two separate Leveraged Share Savings Plans. Under the first plan, participating executives can choose to receive part or all of their Annual Incentive
Award in shares. Shares awarded under this plan are blocked for five years after the grant date. After expiration of the blocking period, the respective shares are matched with an equal number of
shares. Under the second plan, employees with a Swiss contract can choose to receive all or part of their annual incentive payout in Novartis shares. After the expiration of a blocking period of three
years, the award is matched with half a share for each share held.
135
Generally,
no matching shares will be granted if an employee voluntarily leaves Novartis prior to the expiration of the blocking period.
(c)
Restricted Share Plan
Under the Restricted Share Plan, employees may be granted restricted share awards either as a result of a general grant or as a result of an award based on having
met certain performance criteria. Shares granted under this Plan generally have a five-year vesting period. If a participant voluntarily leaves Novartis, unvested shares generally forfeit.
Employee Benefits
Employee benefits offered to executives are designed to be competitive and to provide a safety net against the financial catastrophes that can result from
disability or death, and to provide a reasonable level of retirement income based on years of service with Novartis.
Evaluation of the Executive Committee Members' Performance
The Compensation Committee and the Board of Directors meet without the Chairman and CEO to evaluate his performance, and with the Chairman and CEO to evaluate the
performance of other Executive Committee members. The bonuses and long-term incentives for 2003 and the base salaries for 2004 were discussed and approved at the meetings of the
Compensation Committee held in January 2004. The decisions on compensation of Executive Committee members were mainly based on individual performance evaluations in which market conditions were
also taken into
consideration. Similar to 2003, the Compensation Committee considered management's achievement of short and long-term goals, including revenue growth, economic value creation (operating
and net income, earnings per share and economic value added) and ongoing efforts to optimize organizational effectiveness and productivity. The Compensation Committee also takes into consideration
management's responses to the changes in the global marketplace and the strategic position of the Group. The performance measures were weighted subjectively by each member of the Compensation
Committee.
Summary
The Compensation Committee believes that the compensation practices and compensation philosophy of Novartis align executive and shareholder interests. Ongoing
adaptation of the programs and practices further allowed the Company to attract, retain and motivate the key talent Novartis needs to continue to compete and provide a strong return to shareholders.
Executive Compensation
In 2004, there were 20 Executive Committee members, Permanent Attendees to the Executive Committee and Business Unit Heads ("Executives"), including those who
retired or terminated their employment in 2004. In total, the Executives received $11,104,000 in salaries and $3,786,000 in cash bonuses. The number of share options granted was 1,649,650 and the
number of shares granted was 833,883. An additional $1,366,000 was set aside for their pension, retirement and other benefits. Compensation represents all payments made in 2004; however, cash bonuses
and long-term compensation are based on 2003 business performance. The following summary compensation table provides details on the 2004 compensation of the Executive Committee members in
their respective currencies.
136
2004 Summary Compensation Table
Annual Compensation
Long-Term Compensation
Name and Principal
Position
Currency
Salary
Cash
Bonus
Restricted
Share
Awards
(number)
(1)
Unrestricted
Share
Awards
(number)
(2)
Share
Options
(number)
(3)
All Other
Compensation
(4)
Total
(5)
Daniel Vasella, M.D. Chairman & CEO
CHF
3,000,000
237,891
104,439
533,808
172,649
20,786,304
Urs Bärlocher, J.D. Head of Legal & General Affairs
CHF
791,667
14,035
9,792
114,769
154,750
2,566,951
Raymund Breu, Ph.D. Chief Financial Officer
CHF
991,667
19,844
12,403
324,556
158,590
4,605,912
Paul Choffat, J.D. Head of Consumer Health
CHF
791,667
577,500
4,309
9,792
176,157
160,440
3,591,274
Thomas Ebeling Head of Pharmaceuticals
CHF
1,000,000
1,200,000
66,219
15,666
213,524
623,990
8,614,693
Mark C. Fishman, M.D. Head of Biomedical Research
USD
850,000
12,425
42,717
13,446
112,932
114,504
4,850,491
(1)
The
Restricted Share Awards include shares granted under the Leveraged Share Savings Plan, shares granted under the "Select" plan and other restricted share grants.
(2)
The
Unrestricted Share Awards include shares granted under the Long-Term Performance Plan.
(3)
The
share options granted provide the right to purchase one share per option. Share options granted under the Novartis Share Option Plan have a closing price at grant
and an exercise price of CHF 57.45 per share. The options have a cliff-vesting period of two years after the date of grant and will expire on February 3, 2014. The tradable share options
have a tax value of CHF 7.46 per option, calculated based on the Black-Scholes Method. Share options granted under the US ADS Incentive Plan have a closing price at grant and an exercise price
of $46.09 per share. The options have a cliff-vesting period of three years after the date of grant and will expire on February 3, 2014. The tradable share options have a value of $11.29 per
option, calculated based on the Black-Scholes Method.
(4)
Amounts
include, among others, payments made by Novartis to the Management Pension Fund, a defined-contribution plan.
(5)
The
total compensation amounts have been calculated using the taxable value or Black-Scholes value of the shares and share options granted.
Distribution of Share Options Granted to Employees
Under the Novartis Share Option Plan and the Novartis US ADS Incentive Plan described above, a total number of 14.1 million share options and 2,232,037
shares were granted to 7,626 participants in 2004. Under these plans, 12% of the share options were granted to the Executives.
As
of December 31, 2004, a total of 62.7 million share options were outstanding, providing the right to an equal number of shares, which corresponds to 2.3% of the nominal
outstanding share capital of Novartis AG.
137
Ownership of Novartis Shares and Share Options by the Executives
As of December 31, 2004, the total number of Novartis shares owned by the Executives and persons closely linked to them was 1,685,807. "Persons closely
linked to them" are (i) their spouse, (ii) their children below the age of 18, (iii) any legal entities that they own or otherwise control, and (iv) any legal or natural
person who is acting as their fiduciary. No Executive owned 1% or more of our outstanding shares. As of December 31, 2004, the individual ownership of Novartis shares of the Executive Committee
members (including persons closely linked to them) was as follows:
Beneficial Owner
Number of
shares owned
directly or
indirectly
Daniel Vasella, M.D.
745,899
Urs Bärlocher, J.D.
154,123
Raymund Breu, Ph.D.
221,743
Paul Choffat, J.D.
21,760
Thomas Ebeling
112,391
Mark C. Fishman, M.D.
48,462
Total
1,304,378
The 19 Executives in office as of December 31, 2004, held a total of 6,564,624 Novartis share options. The number of share options and
exercise price were adjusted to reflect the share split of 1:40 in 2001. Broken down by grant year since 2000, the numbers of share options held are:
Grant Year
Options
held
(number)
(1)
Conversion
Rate
Exercise
Price
(CHF)
Term
life
(years)
2004
1,649,650
1:1
57.45
10
2003
3,203,537
1:1
49.00
9
2002
1,634,097
1:1
62.00
9
2001
62,740
1:1
70.00
9
2000
4,600
1:1
51.33
9
(1)
The
number of share options held includes share options granted under the Novartis Share Option Plan and the US ADS Incentive Plan.
Benefit Plans
Swiss Employee Benefit Plans
(a) Swiss Pension Fund
The Swiss Pension Fund is a defined-benefit fund that provides retirement benefits and risk insurance (covering death or disability). The Swiss Pension Fund is
funded by contributions from Group companies and the insured employees. The Swiss Pension Fund insures remuneration up to a maximum of CHF 220,000 per year. The maximum retirement pension is
60% of the insured remuneration after 40 years of contribution. The table shows the annual pension benefit by base salary and years of service. In
138
2004,
Novartis contributed CHF 18,700 to the Pension Fund in respect of each of the Swiss-based Executive Committee members.
Years of Service
Base Salary (CHF)
15
20
25
30
35
40
100,000
17,076
22,764
28,464
34,152
39,840
45,528
140,000
26,076
34,764
43,464
52,152
60,840
69,528
180,000
35,076
46,764
58,464
70,152
81,840
93,528
220,000
44,076
58,764
73,464
88,152
102,840
117,528
over 220,000
44,076
58,764
73,464
88,152
102,840
117,528
(b) Swiss Management Pension Fund
The Swiss Management Pension Fund is basically a defined-contribution plan and provides retirement benefits and risk insurance (covering death or disability) for
components of remuneration not covered by the Swiss Pension Fund. Swiss law provides certain minimum requirements, e.g. return on employee contributions; however, these requirements do not
substantially affect the "defined-contribution-character" of the pension plan. Employees exceeding the maximum insurable remuneration of the Swiss Pension Fund are eligible for the Swiss Management
Pension Fund. The benefits under the Swiss Management Pension Fund are granted in addition to those of the Swiss Pension Fund. The Swiss Management Pension Fund is funded through contributions by
Novartis and the employee.
US-Based Employee Pension Plan
The Pension Plan for US-based employees of Novartis Corporation (Pension Plan) is a funded, tax-qualified, noncontributory defined-benefit
pension plan that covers certain employees of Novartis Corporation and its US affiliates, including Dr. Fishman. The Pension Plan provides for different pension formulas, depending on which
Novartis company is the employer of a particular employee. The pension formula in which Dr. Fishman participates under the Pension Plan is a pension equity (PEP) formula. Benefits under the PEP
formula are based upon an employee's highest average earnings for a five-calendar-year period during the last ten calendar years of service with Novartis and the employee's
accumulated PEP credits (expressed as a percentage of final average earnings, and ranging from 2% to 13% for each year of service based on the employee's attained age in a particular year), and are
payable after retirement in the form of an annuity or a lump sum. The amount of annual earnings covered by the Pension Plan is generally equal to the employee's base salary and annual bonus. The
amount of annual earnings that may be considered in calculating benefits under the Pension Plan is limited by law. For 2004, the annual limitation was $205,000. Novartis Corporation and its US
affiliates also maintain various unfunded supplemental pension plans, each of which provides its respective employees with an amount substantially equal to the difference between the amount that would
have been payable under the Pension Plan in the absence of legislation limiting pension benefits and the annual earnings that may be considered in calculating pension benefits under
tax-qualified pension plans, and the amount actually payable under the Pension Plan.
Personal Loans and Severance Agreements
No loans were granted to the executives during 2004 or were outstanding as of December 31, 2004. During 2004, two executives received $798,000 as
severance.
139
6.C Board Practices
Director Independence
The Board of Directors has promulgated independence criteria for its members. These criteria are appended to the Regulations of the Board and can be found on the
Internet at http://www.novartis.com/investors/en/governance. Pursuant to these criteria, the Board has determined that all of its members, save for Dr. Vasella, Mr. Jetzer and Prof.
Datar, are independent and have no material dealings with Novartis AG or other companies of the Novartis Group outside their role as a Director.
Dr. Vasella
is the only Executive Director. Mr. Jetzer was a member of the Executive Committee until 1999 and continues to support its Government Relations activities under
a consultancy agreement. Prof. Datar rendered professional services to the Group prior to his election to the Board in 2003 and, pursuant to NYSE Rules effective as of November 2004 providing a
three-year look-back period on compensation other than Board fees paid by an issuer to its directors, is not considered independent. In 2002, Novartis made a gift to Harvard
Business School of $5 million. This amount established and endowed a professorship in the name of Novartis at Harvard Business School. The Board of Directors concluded that this endowment,
which under the rules of the New York Stock Exchange must be reported, does not have any influence on the independence of Mr. William W. George, who became a member of the faculty of Harvard
Business School in 2004. Prof. Zinkernagel has been delegated to the Scientific Advisory Board of the Novartis Institute for Tropical Diseases (NITD). He is also a delegate to the Board of Directors
of the Genomics Institute of the Novartis Research Foundation (GNF).
No
Director is a member of a board of directors of a listed company with which any Novartis Group company conducts a material amount of business.
Term of Office
The specific term of office for a Director is determined by the shareholders at a General Assembly on the occasion of his or her election. The average tenure of
our Directors is seven years and their average age is 62 years. In principle, a Director is to retire after 12 years of service or the reaching of 70 years of age. The
shareholders may grant an exemption from this rule and reelect a member of the Board of Directors for further terms of office of no more than three years at a time.
Chairman and CEO, Vice Chairmen, Lead Director
Dr. Vasella has been elected by the Board as its Chairman and also to serve as Chief Executive Officer of the Group. It is the view of the Board that this
dual role ensures effective leadership and excellent communication between the shareholders, the Board and Management. The Board has appointed Prof. Sihler and Mr. Rudloff as its Vice Chairmen.
The
Board has appointed Prof. Sihler as Lead Director, whose responsibility it is to ensure an orderly process in evaluating the performance of the Chairman and CEO, and to chair the
Board's private sessions (i.e., the meetings of the Non-Executive Directors). In case of a crisis, the Lead Director would assume leadership of the Independent Directors. Prof. Sihler is a
member of all of the Committees of the Board.
Role and Functioning of the Board
The Board holds the ultimate decision-making authority of Novartis AG for all matters except those reserved by law to the shareholders.
The
agenda for Board meetings is set by the Chairman. Any Board Member may request that an item be included on the agenda. Board Members are provided, in advance of Board meetings, with
adequate materials to prepare for the items on the agenda. Decisions are taken by the Board as a whole, with the support of its four Committees described below (Chairman's Committee, Compensation
Committee, Audit and Compliance Committee and Corporate Governance Committee).
140
The primary functions of the Board are:
Provide
the strategic direction of Novartis.
Determination
of the organizational structure and the manner of governance of the company.
Overall
supervision of the business operations.
Approval
of major acquisitions or divestments.
Structuring
the accounting system, setting financial targets and financial planning.
Appointing
and dismissing members of the Executive Committee and other key executives.
Promulgation
of fundamental corporate policies, in particular on financial matters, corporate governance and citizenship, personnel or environmental matters; and overseeing
compliance therewith.
Preparation
of the matters to be presented at the General Meeting, including the Novartis AG financial statements and the Group's consolidated financial statements.
The
Board has not concluded any contracts with third parties for the management of the Company but has delegated to the Executive Committee the coordination of
day-to-day business operations of Group companies. The Executive Committee is headed by the Chief Executive Officer. The internal organizational structure and the definition of
the areas of responsibility of the Board and the Executive Committee are set forth in the Board Regulations.
The
Board recognizes the importance of being fully informed on material matters involving the Group and ensures that it has sufficient information to make appropriate decisions through
several means:
By
invitation, members of management attend Board meetings to report on areas of the business within their responsibility.
Board
Committees, in particular the Audit and Compliance Committee, regularly meet with management and outside consultants, including the Group's external auditors, to
review the business, better understand all laws and policies impacting the Group and support the management in meeting the requirements and expectations of stakeholders.
Informal
teleconferences between Directors and the Chairman and CEO, or the Lead Director, as well as regular distribution of important information to the Directors.
Once
yearly, the Board reviews the performance of the Chairman and CEO and approves his business objectives for the following year. The Board of Directors also performs a
self-evaluation once a year.
During
2004, the Board met 11 times (including one training session). Detailed information on each Director's attendance at full Board and Board Committee meetings is provided in the
following table.
141
Attendance
Detailed information on attendance at full Board and Board Committee meetings is as follows:
Full
Board
Chairman's
Committee
Compensation
Committee
Audit and
Compliance
Committee
Corporate
Governance
Committee
Number of meetings in 2004
11
9
5
8
2
Daniel Vasella, M.D.
11
(1)
9
(1)
Helmut Sihler, J.D., Ph.D.
11
9
5
(1)
8
(1)
2
Hans-Joerg Rudloff
10
9
5
4
(3)
2
Dr. h.c. Birgit Breuel
10
8
Peter Burckhardt, M.D.
11
Srikant Datar, Ph.D.
11
Walter G. Frehner
(2)
3
3
William W. George
11
9
5
2
(1)
Alexandre F. Jetzer
11
Pierre Landolt
10
Ulrich Lehner, Ph.D.
9
4
(3)
8
Heini Lippuner
(2)
3
3
Dr.-Ing. Wendelin Wiedeking
7
Rolf M. Zinkernagel, M.D.
11
2
(1)
Chair.
(2)
Retired
as of February 24, 2004.
(3)
From
February 24, 2004.
Role and Functioning of the Board Committees
Each Board Committee has a written Charter outlining its duties and responsibilities and a chair elected by the Board. The Board Committees meet regularly and
consider meeting agendas determined by the Chair. Board Committee members are provided, in advance of meetings, with adequate materials to prepare for the items on the agenda.
The Chairman's Committee
The Chairman's Committee consists of the Chairman and Chief Executive Officer, the two Vice Chairmen, one of whom is the Lead Director, and such other members as
are elected by the Board from time to time. The Chairman's Committee reviews selected matters falling within the authority of the Board before the latter makes decisions on such matters and, in urgent
cases, can take preliminary and necessary actions on behalf of the Board. The Chairman's Committee also interfaces with the Executive Committee, specifically deciding on financial investments and
other matters delegated to the Committee by the Board of Directors.
The Compensation Committee
The Compensation Committee is composed of three independent Directors. The Compensation Committee reviews the compensation policies and programs of the Group,
including share option programs and other incentive-based compensation, before the full Board makes final decisions. It is responsible for reviewing and approving the compensation paid to members of
the Executive Committee and other selected key executives, and for reviewing the performance of the Chairman and Chief
142
Executive
Officer. The Compensation Committee seeks outside expert advice from time to time to support its decisions and recommendations.
The Audit and Compliance Committee
The Audit and Compliance Committee is composed of four members. The Board has determined that all the members of the Committee are independent, as defined by the
rules of the New York Stock Exchange as well as by the independence criteria of Novartis, and that its Chair, Prof. Sihler, is adequately qualified in financial management matters. The Audit and
Compliance Committee has determined that Prof. Lehner, possesses the required accounting and financial management expertise required under the rules of the SEC. Therefore the Board of Directors has
appointed him as the Audit and Compliance Committee's Financial Expert. The Board has also reassured itself that other members of the Committee have sufficient experience and ability in finance and
matters of compliance to enable them to adequately discharge their responsibilities.
The
Committee's main duties are:
Evaluate
and select the external auditors to be nominated for election at the Annual General Assembly.
Review
the terms of engagement of the external auditors and the scope of the external audit.
Discuss
with the external auditors the results of their audits.
Review
the scope of internal auditing and the adequacy of the organizational structure and qualifications of the internal auditing staff.
Review
with external auditors, internal auditors and the financial and accounting management of Novartis whether the accounting policies and financial controls are
appropriate, adequate and effective.
Meet
with management and the external auditors to review the financial statements and Annual Report.
Review
internal control processes and procedures, including those for the management of business risk.
Review
all relationships between Group companies and external auditors.
Review
the processes and procedures for ensuring compliance with laws and internal regulations (such as the Novartis Code of Conduct).
Oversee
Novartis' commitments as a subscriber to the UN's Global Compact initiative.
The Corporate Governance Committee
The Corporate Governance Committee is composed of four independent Directors. The Corporate Governance Committee develops corporate governance principles and
recommends these to the Board for approval. Its duties include the regular review of the Articles of Incorporation with a view to reinforcing shareholder rights, and of the composition and size of the
Board and its committees. The Corporate Governance Committee conducts an annual evaluation of the Board as a whole and gives guidance to the Directors on how to avoid potential conflicts of interest.
Meetings of the Non-Executive Directors
The non-executive independent directors held 2 private sessions chaired by the Lead Director, Prof. Sihler.
143
Change of Control and Defense Measures
The Swiss Stock Exchange Act provides that whoever acquires more than 33
1
/
3
% of the equity securities of a company shall be required to make a bid
for all listed equity securities of that company. In its articles of association a company may increase this threshold to 49% (opting up) or, under certain circumstances, waive the threshold (opting
out). Novartis has not adopted any such measures in deviation from the rules applicable to it under the Swiss Stock Exchange Act.
The
employment agreements with four members of senior Management contain change-of-control provisions whereby their normal contractual severance of
36 months is extended by 24 months during the 12 months following a change of control as defined in those agreements. One executive has a provision whereby the normal contractual
severance of 12 months is extended by 12 months during the 12 months following a change of control.
Documentation
The following documents describe the Corporate Governance standards applied by Novartis:
Articles
of Incorporation
Regulations
of the Board and Committee Charters, including the independence criteria for Board and Audit and Compliance Committee members
These
documents can be ordered from the Corporate Secretary, Ingrid Duplain, J.D., Novartis International AG, Lichtrasse 35, CH-4056 Basel, Switzerland. They
also are available on the Novartis website: http://www.novartis.com/investors/en/governance.shtml.
6.D Employees
The table below sets forth the breakdown of the total year-end number of our full time equivalent employees by main category of activity and
geographic area for the past three years.
For the year ended December 31, 2004
(full time equivalents)
Research &
Development
Production &
Supply
Marketing &
Sales
General &
Administration
Total
USA
4,333
5,208
9,486
1,875
20,902
Canada and Latin America
427
2,940
4,828
1,089
9,284
Europe
7,351
12,477
13,429
4,972
38,229
Africa/Asia/Australia
1,113
2,483
8,242
1,139
12,977
Total
13,224
23,108
35,985
9,075
81,392
For the year ended December 31, 2003
(full time equivalents)
Research &
Development
Production &
Supply
Marketing &
Sales
General &
Administration
Total
USA
3,463
5,013
9,292
2,066
19,834
Canada and Latin America
302
2,937
4,620
915
8,774
Europe
6,904
12,404
13,161
5,041
37,510
Africa/Asia/Australia
905
2,307
7,943
1,268
12,423
Total
11,574
22,661
35,016
9,290
78,541
144
For the year ended December 31, 2002
(full time equivalents)
Research &
Development
Production &
Supply
Marketing &
Sales
General &
Administration
Total
USA
3,214
5,097
9,062
1,971
19,344
Canada and Latin America
297
3,667
4,671
349
8,984
Europe
6,320
10,467
11,487
4,321
32,595
Africa/Asia/Australia
821
2,906
7,873
354
11,954
Total
10,652
22,137
33,093
6,995
72,877
A relatively small number of our employees are represented by unions. We have not experienced any material work stoppages in recent years, and we
consider our employee relations to be good.
6.E Share Ownership
The aggregate amount of our shares owned by current non-executive Directors and Executives (including persons closely linked to them) as of
December 31, 2004 was 2,091,422 shares, which amount is less than 1% of our outstanding shares. No individual non-executive Director or Executive owned 1% or more of our outstanding
shares. However, our Director Pierre Landolt is also the Chairman of the Board of Directors of Emasan AG. See "Item 7. Major Shareholders and Related Party Transactions7.A Major
Shareholders."
145
The aggregate amount of Novartis share and ADS options, including other information regarding the options, held by current Directors and the Executives as of December 31, 2004 is
set forth below:
Title of Options
Amount of
shares called
for by the
options
Exercise
Price
(1)
(CHF)
Purchase
Price
(if any)
Expiration Date
Total number
of options
held
Novas07 Options
1
42.50
0
January 15, 2007
30,880
Novas08 Options
1
68.35
0
January 16, 2008
31,080
Novas09 Options
1
51.33
0
March 10, 2009
97,480
Novas10 Options
1
70.00
0
March 7, 2010
79,760
Novas11 Options
1
62.00
0
March 7, 2011
1,311,203
Novas12 Options
1
48.86
0
February 3, 2012
2,822,805
Novas14 Options
1
57.45
0
February 3, 2014
1,470,878
Total Novartis Share Options
5,844,086
Novartis ADS Options Cycle V
1
$
41.97
0
March 7, 2011
54,980
Novartis ADS Options Cycle VI
1
$
37.28
0
March 7, 2012
495,887
Novartis ADS Options Cycle VII
1
$
36.31
0
February 4, 2013
433,311
Novartis ADS Options Cycle VIII
1
$
46.09
0
February 3, 2014
178,772
Novartis ADS Options Others
1
$
37.86
0
October 26, 2011
10,000
Total Novartis ADS Options
1,172,950
(1)
Exercise
price indicated is per share.
Novartis Employee Ownership Plans
Pursuant to the prior Novartis Employee Ownership Plan, which was approved by the Board of Directors in 1998, all employees of our Swiss affiliates were entitled
to purchase 120 shares, at a predetermined discount price, after each full year of service. In 2001, the price was set at CHF 12.50 per share. 80 of the shares were freely disposable, and 40 of the
shares were required to be deposited with us until the person concerned leaves the employment, or retires from, the relevant Swiss affiliate. These employees were then required to immediately buy the
shares to which they became entitled. During 2002 and 2001, an aggregate of 406,448 and 862,720 shares, respectively, were acquired by these employees under this plan.
In
January 2002 a Novartis Employee Ownership Plan was introduced for all employees of our Swiss affiliates, replacing the prior plan. These employees receive an annual incentive
bonus delivered in Novartis shares at a fixed date at the then valid fair market value of the shares. This plan allows these employees to choose to immediately sell either all or half of the shares
received, or to keep all the shares for a three year vesting period, at which time we will give the employee one additional free share for every two shares retained and deposited by the employee under
this plan. In March 2004, our Swiss employees received an aggregate of 3,080,673 shares under this plan.
146
Beginning
January 2002, two share ownership plans were introduced for employees of our UK affiliates. The first is the Novartis UK Share Ownership Plan, a UK Inland
Revenue-approved plan set up under a Trust. For every two shares purchased, employees will receive one share free. However, the employee would forfeit the matching share and any tax relief received if
the employee were to leave the employ of his or her UK employer within 3 years of the award. If the shares are held in the plan for 5 years or more then the employee will not be liable
for any form of tax on either the shares they purchased or the free matching shares. The employee's maximum annual investment under this plan is GBP 1,500.
Under
the second UK plan, the Novartis UK Incentive Conversion Plan, employees can invest their net incentive bonus, which is the maximum allowable payment to the Novartis UK Share
Ownership Plan. For every two shares purchased the employee will receive one free share. But the employee would forfeit the free share if the employee leaves the employ of his or her UK employer
within 3 years of the award.
Item 7. Major Shareholders and Related Party Transactions
7.A Major Shareholders
Based on our share register, we believe that we are not directly or indirectly owned or controlled by another corporation or government, and that there are no
arrangements that may result in a change of control.
As
of December 31, 2004, our registered share capital was CHF 1,388,605,000, divided into 2,777,210,000 shares with a nominal value of CHF 0.50 each. Based on our
share register, it appears that approximately 58% of our registered shares are held in Switzerland, and approximately 30% of our shares which are registered by name are held in the United States.
However, since certain of our shares are held by brokers or other nominees, and because 24% of our shares are not registered in anyone's name, the above numbers are not representative of the actual
number of beneficial owners of our shares located in the US or in Switzerland.
As
of December 31, 2004 no person or entity was the owner of more than 5% of our shares, whether or not the voting rights of such shares were exercisable. Our largest registered
shareholders are Emasan AG (3.2%) and the Novartis Foundation for Employee Participation (3.1%). In 2003, these
shareholders held 3.1% and 3.3% respectively. Both shareholders are entered in the share register with voting rights for their entire shareholdings.
The
largest registered nominee shareholder with voting rights is JPMorgan Chase Bank, N.A. (7.6%), which entered into a nominee agreement with us and disclosed the names, addresses and
number of shares of the beneficial owners for whose account it holds the shares. JPMorgan Chase Bank, N.A. also holds an additional 7.1% of our shares in its capacity as the Depositary for our ADSs.
The second largest nominee shareholder is Nortrust Nominees (2.3%). Based on a nominee agreement with us and the regular disclosure of the beneficial owners for whom it holds the shares, this
shareholder has voting rights for its entire shareholding No other nominee shareholders nor any beneficial owner known to us holds more than 2% of our shares.
Shares
We have one class of shares. As of December 31, 2004, a total of 2,777,210,000 shares were issued, with a nominal value of CHF 0.50 each. The shares are
fully paid-in and non-assessable.
We
may issue certificates representing several shares. Shareholders may exchange these certificates at any time for certificates representing smaller numbers of shares, or for individual
share certificates. If the owner of the shares consents, we may renounce the printing and delivery of share certificates.
147
Capital Structure
As of December 31, 2004, our share capital was CHF 1,388,605,000, made up of 2,777,210,000 fully paid-in registered shares, each with the
nominal value of CHF 0.50. On February 24, 2004, our shareholders approved a reduction of our share capital by CHF 12,130,000. We have submitted a new proposal to our shareholders, to be voted
upon at their next Shareholders Meeting on March 1, 2005, for a further reduction of our share capital by CHF 19,019,500.
As
of December 31, 2004, we held 437,718,075 shares in our treasury, calculated in accordance with US GAAP. When calculated in accordance with IFRS, the number of treasury shares
was 350,399,924.
These numbers differ because of varying rules regarding whether shares held by certain foundations, which are independent from Novartis under Swiss company law, must be consolidated with shares held
by the Group as treasury shares. US GAAP requires that we consolidate shares held by the employee share participation foundation. This is not required under IFRS.
Since
2001 we have made available to US investors a direct ADS purchase and dividend reinvestment program through our depositary bank, JPMorgan Chase Bank, N.A. Since
September 2004, we have also offered a Direct Share Purchase Program to investors residing in Switzerland, Liechtenstein, France and the UK. See "Item 5. Operating and Financial Review and
Prospects5.B. Liquidity and Capital Resources."
American Depositary Shares
We incorporate by reference the disclosure regarding our ADS program included in the registration statement on Form 20-F/A (File
No. I-15024), as filed with the Commission on May 9, 2000, in the section entitled "Part IIItem 14. Description of Securities to be
RegisteredAmerican Depositary Receipts."
On
May 3, 2001, we filed an Amendment No. 2 to the Amended and Restated Deposit Agreement, dated as of May 7, 2001, pursuant to the Registration Statement on
Form F-6 (File No. 333-13446). The Amendment No. 2 changed the ADS-to-share ratio from 40-to-1 to
1-to-1.
On
January 31, 2002, we filed a Restricted Issuance Agreement dated as of January 11, 2002, supplementing Amendment No. 2 to the Amended and Restated Deposit
Agreement dated as of May 3, 2001, as an exhibit to the Registration Statement on Form F-3 (File No. 333-81862). The Restricted Issuance Agreement
supplemented the Deposit Agreement to permit the deposit of restricted ADSs into a parallel facility to the ADR facility established in the Deposit Agreement.
On
October 27, 2004, we entered into a letter agreement with JPMorgan Chase Bank by which the 5% limitation set forth in the third paragraph of Paragraph 13 of the form of
ADR set forth in Exhibit A to the Amended and Restated Deposit Agreement was increased to 8%.
7.B Related Party Transactions
We have formed certain foundations for the purpose of advancing employee welfare, employee share participation, research and charitable contributions. The
charitable foundations foster health care and social development in rural countries. The foundations are autonomous, and their boards are responsible for administering the foundations in accordance
with the foundations' purpose and applicable law.
The
employee share participation foundation has not been included in our consolidated financial statements prepared under IFRS, as SIC Interpretation No. 12, as issued by the
Standing Interpretations Committee exempts post-employment and equity compensation plans from its scope. The total assets of this foundation, as of December 31, 2004, included
87.3 million of our shares with a market value of approximately $4.4 billion. As of December 31, 2003, the assets included 93.3 million of our shares with a market value of
approximately $4.2 billion. As of December 31, 2002, the assets included 95.1 million of our shares with a fair market value of $3.4 billion. This foundation has been
consolidated with our
148
financial
statements under US GAAP, and is included as a reconciling item in the US GAAP reconciliation.
In
2004 we granted short-term loans totaling $713 million to the employee welfare and other foundations and received short-term loans totaling
$16 million from them. In 2003 we granted short-term loans totaling $651 million to the employee welfare and other foundations and received short-term loans
totaling $8 million from them. In 2002, we granted short-term loans totaling $623 million to these foundations and received short-term loans totaling
$2 million from them.
7.C Interests of Experts and Counsel
Not applicable.
Item 8. Financial Information
8.A Consolidated Statements and Other Financial Information
8.A.1
See Item 18.
8.A.2
See Item 18.
8.A.3
See Report of Independent Auditors, page F-2.
8.A.4
We have complied with this requirement.
8.A.5
Not applicable.
8.A.6
Not applicable.
8.A.7 Legal proceedings.
Litigation
: A number of our affiliates are the subject of litigation arising out of the normal
conduct of their business. As a result, claims could be made against them which, in whole or in part, might not be covered by insurance. In our opinion, however, the outcome of these actions will not
materially affect our financial condition but could be material to our results of operations in a given period. In the interest of transparency we are providing information on the following civil
cases:
Average Wholesale Price Litigation:
Claims have been brought against various US pharmaceutical companies,
including Novartis affiliates, alleging that they have fraudulently overstated the Average Wholesale Price (AWP) and "best price," which are used by the US government to calculate, respectively,
Medicare and Medicaid reimbursements. Novartis affiliates have been named in a number of these cases. Discovery is in process against certain defendants in these cases, but not yet against us.
Novartis affiliates have also voluntarily participated in an ongoing Congressional inquiry on the subject of AWP and pharmaceutical pricing.
Canadian Importation Cases:
Novartis affiliates, along with various other pharmaceutical companies, are parties
to suits alleging a conspiracy among pharmaceutical companies to keep prices of pharmaceuticals in the US artificially high by blocking imports of Canadian drugs to US consumers. Pretrial motion
practice is underway in these cases.
Chiron:
We own approximately 42.5% of the shares of Chiron Corporation. Chiron and its officers and directors
are currently the subject of a number of lawsuits and government investigations which include allegations of, among other things, breaches of the securities laws and of fiduciary duties, arising out
of Chiron's inability to deliver its Fluvirin® influenza vaccine to the US market for the 2004/05 flu season. Novartis AG has been named as a defendant in three of these cases. All of
these cases are in the earliest stages.
149
HRT Litigation:
A Novartis affiliate is a defendant, along with various other pharmaceutical companies, in
approximately 60 cases brought by people claiming to have been injured by hormone replacement therapy products. Discovery is underway in these cases.
Pharmaceutical Antitrust Litigation:
A Novartis affiliate, along with numerous other prescription drug
manufacturers, is a co-defendant in various actions brought by certain US retail pharmacies alleging antitrust and pricing violations. Pretrial motion practice is underway.
PPA:
Novartis affiliates are parties to approximately 250 lawsuits in the US brought by people claiming to have
been injured by products containing phenylpropanolamine (PPA) sold by certain of those affiliates. These cases are in various stages of litigation with Novartis having achieved victories in the first
three lawsuits to have gone to trial. However, other trials are currently ongoing, and more trials are expected to follow. There can be no guarantee that our initial successes will be repeated or
sustained in the event of an appeal.
SMON: (Subacute Myelo Optico Neuropathy):
In 1996 an affiliate of Ciba-Geigy, one of our predecessor
companies, together with two other pharmaceutical companies, settled certain product liability issues related to sales of its product
Clioquinol
in
Japan.
Under the settlement, one of our affiliates is required to pay certain future health care costs of the claimants.
Terazosin:
One of our Sandoz affiliates is a defendant in a number of lawsuits in the US claiming injuries and
damages allegedly arising out of violation of antitrust laws in the settlement, by the affiliate and Abbott Pharmaceuticals, of a contentious patent litigation involving Abbott's Hytrin®
and the Sandoz generic equivalent product. Our affiliate has a judgment sharing agreement with Abbott that caps its liability. In addition, in one of the proceedings, we were successful in overturning
on appeal trial court decisions that the settlement of the litigation was
per se
unlawful and certifying a plaintiff's class. The case has been remanded
to the trial court for further proceedings.
We
believe that our affiliates have meritorious defenses in these cases, and they are vigorously defending each of them.
We
maintain property damage, business interruption, product liability and other insurance policies with third parties, covering claims on a worldwide basis. We believe that our insurance
coverage and provisions are reasonable and prudent in light of our business and the risks to which we are subject. However, events may occur which in whole or in part, might not be covered by third
party insurance or the provisions that we have put in place. This is particularly true with respect to product liability claims where other pharmaceutical companies have faced large losses, making
third party insurance coverage increasingly difficult to obtain. As a result, while no such losses are presently expected, there can be no guarantee that we will not also face a loss which far exceeds
available insurance or provisions.
Intellectual Property Litigation:
A number of our affiliates are parties to litigation regarding intellectual property
rights. See "Item 4. Information on the Company4.B Business OverviewPharmaceuticalsIntellectual Property"; "Item 4. Information on the Company4.B
Business OverviewSandozIntellectual Property"; and "Item 4. Information on the Company4.B Business OverviewCIBA VisionIntellectual
Property."
Investigations:
From time to time, our affiliates may be the subject of government investigations arising out of the normal
conduct of their business. Consistent with the Novartis Code of Conduct and policies regarding compliance with law, it is our policy to cooperate with such investigations.
US enteral pump market:
A Novartis Medical Nutrition affiliate in the US is a subject of an investigation by the
US Department of Justice regarding marketing and pricing practices in the US enteral pump market, including whether certain federal criminal statutes have been violated. Novartis is in the process of
negotiating a possible settlement of that investigation.
150
UK generics:
One of our UK Sandoz affiliates, along with other generic drug companies, is a subject of an
investigation by the UK Serious Fraud Office ("SFO") to determine whether its marketing practices during the period prior to its acquisition by Novartis violated criminal or competition laws. We are
cooperating with the SFO's investigation.
8.A.8. Dividend policy
Subject
to the dividend policy described below, our Board of Directors expects to recommend the payment of a dividend in respect of each financial year. If approved by our shareholders
at the relevant annual Shareholders' Meeting, the dividends will be payable immediately following such approval. Any shareholder who purchased our shares on or before the second trading day after the
shareholders' meeting shall be deemed to be entitled to receive the dividends and, in bonus issues, new shares, and to exercise shareholders' preemption rights to participate in issues of securities.
Dividends are reflected in our financial statements in the year in which they are approved by our shareholders.
Our
Board's stated policy is that, over the long term, the size of the dividend should be geared to growth in our after-tax earnings. All future dividends paid by us will
depend upon our financial condition at the time, the results of our operations and other factors.
The
Board will propose a dividend of CHF 1.05 per share to the shareholders for approval at the Annual General Meeting to be held on March 1, 2005. Because we pay
dividends in Swiss francs, exchange rate fluctuations will affect the US dollar amounts received by holders of ADSs. For a summary of dividends we paid in the past five years, see "Item 3. Key
Information3.A Selected Financial DataCash Dividends per Share."
8.B Significant Changes
On February 24, 2004, our shareholders approved a reduction of our share capital by CHF 12,130,000. Our share capital is now
CHF 1,388,605,000 and is divided into 2,777,210,000 shares with a nominal value of CHF 0.50 each.
We
will submit a new proposal to our shareholders, to be voted upon at their next Annual General Meeting on March 1, 2005, for a further reduction of our share capital by
CHF 19,019,500, as a means of fully retiring those shares acquired as a result of the share repurchase programs. In addition, we will propose to our shareholders, to be voted on at the
March 1, 2005 Annual General Meeting, to initiate a fifth share repurchase program of up to CHF 4 billion, with the aim of canceling the shares bought back.
Item 9. The Offer and Listing
9.A Listing Details
Our shares are listed in Switzerland on the SWX Swiss Exchange ("SWX"). The principal trading market for our shares is the virt-x, a virtual exchange
created by, among others, the SWX. Prior to the creation of virt-x in June 2001, our shares were traded on the SWX. Since 1996, our shares were quoted on London's SEAQ International
and now on the International Retail Service of the London Stock Exchange.
American
Depositary Shares (ADSs), each representing one share, have been available in the US through an American Depositary Receipts (ADR) program since December 1996. This program was
established pursuant to a Deposit Agreement which we entered into with JPMorgan Chase Bank N.A. as Depositary (the "Deposit Agreement"). Our ADSs have been listed on the NYSE since May 2000,
and are traded under the symbol "NVS."
151
The table below sets forth, for the periods indicated, the high and low closing sales prices for our shares traded in Switzerland and for ADSs traded in US. The data below regarding our
shares reflects price and volume information for trades completed by members of the virt-x (or the SWX, as applicable) during the day as well as for inter-dealer trades completed off the
virt-x (or the SWX, as applicable) and certain inter-dealer trades completed during trading on the previous business day. The data below has been adjusted to reflect the
40-for-1 share split and diminution in nominal share value from CHF 20 to CHF 0.50 and the ADS-share ratio change from
40-for-1 to 1-for-1 effective May 7, 2001. Each ADS now represents one share.
The
following share data was taken from virt-x and SWX; the ADS data was taken from Bloomberg:
Shares
ADSs
High
Low
High
Low
(CHF per share)
($ per ADS)
Annual information for the past five years
2004
59.95
52.10
50.62
41.30
2003
56.15
46.05
45.89
35.54
2002
69.10
50.00
43.83
34.10
2001
74.15
54.95
45.00
32.98
2000
(1)
73.90
49.72
44.75
35.12
Quarterly information for the past two years
2004
First Quarter
58.50
52.10
47.64
41.30
Second Quarter
58.60
54.50
46.80
41.86
Third Quarter
59.95
53.25
47.68
43.30
Fourth Quarter
59.35
54.60
50.62
45.49
2003
First Quarter
54.80
46.05
39.02
34.54
Second Quarter
55.30
49.75
41.85
36.71
Third Quarter
55.70
51.05
40.22
36.97
Fourth Quarter
56.15
50.55
45.89
37.24
Monthly information for most recent six months
August 2004
58.50
56.50
46.45
44.96
September 2004
59.95
58.20
47.68
46.32
October 2004
59.35
56.35
48.01
45.49
November 2004
59.35
54.60
50.46
47.69
December 2004
57.30
55.60
50.62
48.55
January 2005 (through January 25)
58.00
55.80
50.27
47.51
(1)
Share prices have been revised for 2000, to reflect the share split which occurred on May 7, 2001 resulting in a share: ADS ratio change from 40:1 to 1:1.
Fluctuations in the exchange rate between the Swiss franc and the US dollar will affect any comparisons of Swiss share prices and US ADS
prices.
The
average daily volumes traded on the virt-x for the years 2004, 2003 and 2002 were 8,108,758, 9,927,022 and 9,744,732 respectively. These numbers are based on total annual
turnover statistics supplied by the virt-x via the Swiss Market Feed, which supplies such data to subscribers and to other information providers. The average daily volumes traded on the
NYSE for the years 2004, 2003 and 2002 were 657,255, 575,885 and 468,792, respectively.
152
A
2-for-1 share split for the ADSs was effected on May 11, 2000. A 40-for-1 share split of the shares was effected on May 7,
2001 simultaneously with an ADS-to-share ratio change from 40-for -1 to 1-for-1.
The
Depositary has informed us that as of January 25, 2005, there were 198,331,660 ADSs outstanding, each representing one Novartis share (approximately 7.14% of all outstanding
and treasury shares). On January 25, 2005, the closing sales price per share on the virt-x was CHF 57.60 and per ADS on the NYSE was $ 48.25.
9.B Plan of Distribution
Not applicable.
9.C Market
See "9.A Listing Details."
9.D Selling Shareholders
Not applicable.
9.E Dilution
Not applicable.
9.F Expenses of the Issue
Not applicable.
Item 10. Additional Information
10.A Share capital
Not applicable.
10.B Memorandum and Articles of Association
The following is a summary of certain provisions of our Articles of Incorporation (the "Articles"), and of the Swiss Code of Obligations (the "Swiss Code"). This
is not a summary of all the significant provisions of the Articles or of Swiss law. This summary is qualified in its entirety by reference to the Articles, which are an exhibit to this
Form 20-F, and to Swiss law.
10.B.1
Company Purpose
Novartis AG is registered in the commercial register of the Canton of Basel-Stadt, Switzerland under number CH-270.3.002.061-2. Our
business purpose, as stated in Article 2 of the Articles, is to hold interests in enterprises in the area of health care or nutrition. We may also hold interests in enterprises in the areas of
biology, chemistry, physics, information technology or related areas. We may acquire, mortgage, liquidate or sell real estate and intellectual property rights in Switzerland or abroad.
153
10.B.2
Directors
(a) According
to our Regulations of the Board (the "Board Regulations"), our Directors may not participate in deliberations or resolutions on matters which affect, or
reasonably might affect, the Director's interests, or the interests of a person close to the Director. In addition, while the Swiss Code does not have a specific provision on conflicts of interests,
the Swiss Code does require directors and members of senior management to safeguard the interests of the corporation and, in this connection, imposes a duty of care and a duty of loyalty on such
persons. This rule is generally interpreted to mean that directors and members of senior management are disqualified from participating in decisions which affect them personally. Directors and
officers are personally liable to the corporation for any breach of these provisions.
(b) Directors
may not vote that they receive compensation unless at least a majority of the Directors are present.
(c) The
Articles and the Board Regulations contain no specific provision permitting or prohibiting Directors from borrowing from us. The Articles do permit the Board of
Directors to pass resolutions with respect to all matters, such as this one, which are not reserved to the authority of the General Meeting of Shareholders by law or by the Articles. In addition,
Swiss law contains a provision under which a Director, or any other persons associated with a Director, must refund to the corporation any payments made to them by the corporation, other than payments
made at arm's length. Under the provisions of the US Sarbanes-Oxley Act, enacted in July 2002, no new loans may be given to directors or executive officers. Prior to the Act, loans had been
granted to two executive officers. These loans have been repaid in full.
(d) Directors
must retire effective as of the next Ordinary General Meeting of shareholders after they have completed their twelfth year on the Board, or when they reach age
71, whichever comes first. The General Meeting may, under special circumstances, grant an exception from this rule and may elect a Director for further terms of office of no more than three years
(e) Under
the Articles and Swiss law, each of our Directors must also be a shareholder. Ownership of one share is sufficient to satisfy this requirement.
10.B.3
Shareholder Rights
Because we have only one class of registered shares, the following information applies to all shareholders.
(a) Swiss
law requires that at least 5% of our annual net profits be retained as general reserves, so long as these reserves amount to less than 20% of our registered share
capital. The law and the Articles permit us to accrue additional reserves.
Under
Swiss law, we may only pay dividends if we have sufficient distributable retained earnings from previous fiscal years, or if our reserves are sufficient to allow distribution of a
dividend. In either event, under Swiss law, while the Board of Directors may propose that a dividend be paid, we may only pay dividends upon shareholder approval at a shareholders' meeting. Our
auditors must confirm that the dividend proposal of the Board conforms with the Swiss Code of Obligations and the Articles. Our Board of Directors intends to propose a dividend once each year. See
"Item 3. Key Information3.A. Selected Financial DataCash Dividends per Share."
Dividends
are usually due and payable immediately after the shareholders have passed a resolution approving the payment. Dividends which have not been claimed within five years after the
due date fall back to us, and are allocated to our general reserves. For information about deduction of the
withholding tax from dividend payments, see "Item 10. Additional Information10.E Taxation."
(b) Each
share is entitled to one vote at the shareholders' meeting. A shareholder may exercise its right to vote its shares only after the shareholder has been recorded in
the share register as being entitled to such rights at least 20 days in advance. In order to do so, the shareholder must file a share registration
154
form
with us at least 20 days in advance, setting forth the shareholder's name, address and citizenship (or, in the case of a legal entity, its registered office). If the shareholder has not
filed the form at least 20 days in advance, then the shareholder may not vote at, or participate in, shareholders' meetings.
To
vote its shares, the shareholder must also explicitly declare that it has acquired the shares in its own name and for its own account. If the shareholder refuses to make such a
declaration, the shares may not be voted unless the Board of Directors grants voting rights to a nominee for those shares. The Board of Directors may grant such nominees the right to vote up to 0.5%
of the total number of registered shares.
No
shareholder or group of shareholders may vote more than 2% of the registered shares. If a shareholder holds more than 2% of Novartis' shares, that shareholder will be entitled to
register the excess shares, but not to cast votes based upon them.
For
purposes of the 2% rule for shareholders and the 0.5% rule for nominees, groups of companies and groups of shareholders acting in concert are considered to be one shareholder. The
Board of Directors may, on a case by case basis, allow exceptions from both the 2% rule for shareholders and the 0.5% rule for nominees. The Board may delegate this power. To date, such a request has
never been denied. Finally, the shareholders may cancel the voting restrictions upon a resolution carrying a two-thirds majority of the vote at a shareholders meeting.
After
hearing the registered shareholder or nominee, the Board of Directors may cancel, with retroactive effect as of the date of registration, the registration of shareholders if the
registration was effected based on false information.
Shareholders'
resolutions generally require the approval of a majority of the votes present at a shareholders' meeting. As a result
,
abstentions have the effect of votes against the resolution. Shareholders' resolutions requiring a vote by such "absolute majority" include (1) amendments to the Articles; (2) elections
of directors and statutory auditors; (3) approval of the annual report and the annual accounts; (4) setting the annual dividend; (5) decisions to discharge directors and
management
from liability for matters disclosed to the shareholders' meeting; and (6) the ordering of an independent investigation into specific matters proposed to the shareholders' meeting.
According
to the Articles and Swiss law, the following types of shareholders' resolutions require the approval of a "supermajority" of at least two-thirds of the votes
present at a shareholders' meeting: (1) an alteration of our corporate purpose; (2) the creation of shares with increased voting powers; (3) an implementation of restrictions on
the transfer of registered shares and the removal of such restrictions; (4) an authorized or conditional increase of the share capital; (5) an increase of the share capital by conversion
of equity, by contribution in kind, or for the purpose of an acquisition of property or the grant of special rights; (6) a restriction or an elimination of shareholders' preemptive rights;
(7) a change of our domicile; (8) our dissolution without liquidation (
e.g.
, by a merger); or (9) any amendment to the Articles
which would create or eliminate a supermajority requirement.
At
shareholders' meetings, shareholders can be represented by proxy. However, a proxy must either be the shareholder's legal representative, another shareholder with the right to vote, a
proxy appointed by us, an independent representative nominated by us, or a depositary. Votes are taken either by a show of hands or by electronic voting, unless the shareholders' meeting resolves to
have a ballot or where a ballot is ordered by the chairman of the meeting.
The
Directors' terms of office are coordinated so that in each year approximately one-third of all the Directors are subject to re-election or election. However,
cumulative voting of shares is not permitted under Swiss law.
(c) Shareholders
have the right to allocate the profit shown on our balance sheet by vote taken at the General Meeting of the Shareholders, subject to the legal requirements
described in Item 10.B.3(a).
155
(d) Under
Swiss law, any surplus arising out of a liquidation of our company (
i.e
., after the settlement of all claims of all
creditors) would be distributed to the shareholders in proportion to the paid-in nominal value of their shares.
(e) Swiss
law limits a corporation's ability to hold or repurchase its own shares. We and our subsidiaries may only repurchase shares if we have free reserves equal to the
purchase price to be paid for the shares. The aggregate nominal value of all Novartis shares held by us and our subsidiaries may not exceed 10% of the nominal value of our share capital. However, it
is accepted that a corporation may repurchase its own shares beyond the 10% limit, if the repurchased shares are clearly dedicated for cancellation. In addition, we are required to create a special
reserve on our balance sheet in the amount of the purchase price of the acquired shares. Repurchased shares held by us or our subsidiaries do not carry any rights to vote at the shareholders' meeting,
but are entitled to the economic benefits generally connected with the shares. It should be noted that the definition of what constitutes subsidiaries, and therefore, treasury shares, for purposes of
the above described reserves requirement and voting restrictions differs from the definition included in the consolidated financial statements. The definition in the consolidated financial statements
requires consolidation for financial reporting purposes of special purpose entities, irrespective of their legal structure, in instances where we have the power to govern the financial and operating
policies of the entity so as to obtain benefits from its activities.
We
may also repurchase shares for the purpose of capital reduction, which can only take place if the shareholders pass a resolution approving such reduction. We intend to propose to the
next shareholders' meeting a reduction of our share capital of CHF 19,019,500.
(f) Not
applicable.
(g) Since
all of our issued and outstanding shares have been fully paid in, we can make no further capital calls on our shareholders.
(h) See
Items 10.B.3(b) and 10.B.7.
10.B.4
Changes To Shareholder Rights
Under Swiss law, we may not issue new shares without the prior approval of the shareholders. If a new issue is approved, then our shareholders would have certain
preemptive rights to obtain newly issued shares in an amount proportional to the nominal value of the shares they already hold. These preemptive rights could be modified in certain limited
circumstances with the approval of a resolution adopted at a shareholders' meeting by a supermajority of shares. In addition, we may not create shares with increased voting powers or place
restrictions on the transfer of registered shares without the approval of a resolution adopted at a shareholders' meeting by a supermajority of shares. In addition, see Item 10.B.3(b) with regard to
the Directors' ability to cancel the registration of shares under limited circumstances.
10.B.5
Shareholder Meetings
Under Swiss law and the Articles, we must hold an annual ordinary shareholders' meeting within six months after the end of our financial year. Shareholders'
meetings may be convened by the Board of Directors or, if necessary, by the statutory auditors. The Board is further required to convene an extraordinary shareholders' meeting if so resolved by a
shareholders meeting, or if so requested by shareholders holding an aggregate of at least 10% of the registered shares, specifying the items for the agenda and their proposals. Shareholders holding
shares with a nominal value of at least CHF 1,000,000 (
i.e.
, 2,000,000 Novartis shares) have the right to request that a specific proposal
be put on the agenda and voted upon at the next shareholders meeting. A shareholders' meeting is convened by publishing a notice in the Swiss Official Commercial Gazette
(
Schweizerisches Handelsamtsblatt
) at least 20 days prior to such meeting. Shareholders may also be informed by mail. There is no provision in
the Articles requiring a quorum for the holding of a shareholders' meeting. In addition see Item 10.B.3(b) regarding conditions for exercising a shareholder's right to vote at a shareholders' meeting.
156
10.B.6
Limitations
There are no limitations under Swiss law or our Articles on the right of non-Swiss residents or nationals to own or vote shares other than the
restrictions applicable to all shareholders.
10.B.7
Change in Control
According to the Articles and the Swiss Code, shareholders may pass a resolution to merge with another corporation at any time. Such a resolution would require
the consent of at least two-thirds of all votes present at the necessary shareholders' meeting.
Under
the Swiss Stock Exchange Act, shareholders and groups of shareholders acting in concert who acquire more than 33
1
/
3
% of the voting rights of Novartis shares would be
required to submit a takeover bid to all remaining shareholders. This mandatory bid obligation may be waived by the Swiss Takeover Board or the Swiss Federal Banking Commission under certain
circumstances, in particular if another shareholder owns a higher percentage of voting rights than the acquirer. If no waiver is granted, the mandatory takeover bid would have to be made pursuant to
the procedural rules set forth in the Swiss Stock Exchange Act and the ordinances enacted thereunder.
10.B.8
Disclosure of Shareholdings
Under the Swiss Stock Exchange Act, holders of our voting shares would be required to notify us and the SWX of the level of their holdings whenever such holdings
reach or exceed, or in some cases, fall short of, certain thresholds5%, 10%, 20%, 33
1
/
3
%, 50% and 66
2
/
3
%of our registered share capital, whether
or not the shareholder has the right to cast votes based on the shares. Following receipt of such notification we would be required to inform the public by publishing the information in the Swiss
Official Commercial Gazette and in at least one of the principal electronic media that disseminate stock exchange information.
An
additional disclosure obligation exists under Swiss law which requires us to disclose the identity of all of our shareholders (or related groups of shareholders) who have been granted
an exception entitling them to vote more than 2% of our shares, as described in Item 10.B.3(b). Under Swiss law, disclosure of shareholders entitled to vote more than 2% but less than 5% of our shares
must only be made once a year, in the notes to the financial statements published in our annual report.
10.B.9
Differences in the Law
See the references to Swiss law throughout this Item 10.B, which highlight certain key differences between Swiss and US law.
10.B.10
Changes in Capital
The requirements of the Articles regarding changes in capital are not more stringent than the requirements of Swiss law.
10.C Material contracts
There are no material contracts other than those entered into in the ordinary course of business.
10.D Exchange controls
There are no Swiss governmental laws, decrees or regulations that restrict the export or import of capital, including any foreign exchange controls, or that
affect the remittance of dividends or other payments to non-residents or non-citizens of Switzerland who hold Novartis' shares.
157
10.E Taxation
The taxation discussion set forth below is intended only as a descriptive summary and does not purport to be a complete analysis or listing of all potential tax
effects relevant to the ownership or disposition of our shares or ADSs. The statements of US and Swiss tax laws set forth below are based on the laws and regulations in force as of the date of this
20-F, including the current Convention Between the United States and the Swiss Confederation for the Avoidance of Double Taxation with Respect to Taxes on Income, entered into force on
December 19, 1997 (the "Treaty"), and the US Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations, rulings, judicial decisions and administrative pronouncements, and may
be subject to any changes in US and Swiss law, and in any double taxation convention or treaty between the United States and Switzerland occurring after that date, which changes may have retroactive
effect.
Swiss Taxation
Swiss Residents
Withholding Tax on Dividends and Distributions.
Dividends which we pay and similar cash or in-kind distributions
which we may make to a holder of shares or ADSs (including distributions of liquidation proceeds in excess of the nominal value, stock dividends and, under certain circumstances, proceeds from
repurchases of shares by us in excess of the nominal value) are subject to a Swiss federal withholding tax (the "Withholding Tax") at a current rate of 35%. We are required to withhold this
Withholding Tax from the gross distribution and to pay the Tax to the Swiss Federal Tax Administration. The Withholding Tax is refundable in full to Swiss residents who are the beneficial owners of
the taxable distribution at the time it is resolved and duly report the gross distribution received on their personal tax return or in their financial statements for tax purposes, as the case may be.
Income Tax on Dividends.
A Swiss resident who receives dividends and similar distributions (including stock dividends and
liquidation surplus) on shares or ADSs is required to include such amounts in the shareholder's personal income tax return. A corporate shareholder may claim substantial relief from taxation of
dividends and similar distributions received if the shares held represent a fair market value of at least CHF 2 million.
Capital Gains Tax upon Disposal of shares.
Under current Swiss tax law, the gain realized on shares held by a Swiss resident
who holds shares or ADSs as part of his private property is generally not subject to any federal, cantonal or municipal income taxation on gains realized on the sale or other disposal of shares or
ADSs. However, gains realized upon a repurchase of shares by us may be characterized as taxable dividend income if certain conditions are met. Book gains realized on shares or ADSs held by a Swiss
corporate entity or by a Swiss resident individual as part of the shareholder's business property are, in general, included in the taxable income of such person. However, the Federal Law on the Direct
Federal Tax of December 14, 1990 and several cantonal laws on direct cantonal taxes provide for exceptions for Swiss corporate entities holding more than 20% of our voting stock for more than
one year.
Residents of Other Countries
Recipients of dividends and similar distributions on the shares who are neither residents of Switzerland for tax purposes nor holding shares as part of a business
conducted through a permanent establishment situated in Switzerland ("Non-resident Holders") are not subject to Swiss income taxes in respect of such distributions. Moreover, gains
realized by such recipients upon the disposal of shares are not subject to Swiss income taxes.
Non-resident
Holders of shares are, however, subject to the Withholding Tax on dividends and similar distributions mentioned above and under certain circumstances to the
Stamp Duty described below. Such Non-resident Holders may be entitled to a partial refund of the Withholding Tax if the country in which they reside has entered into a bilateral treaty for
the avoidance of double taxation with Switzerland.
158
Non-resident
Holders should be aware that the procedures for claiming treaty refunds (and the time frame required for obtaining a refund) may differ from country to country.
Non-resident Holders should consult their own tax advisors regarding receipt, ownership, purchase, sale or other dispositions of shares or ADSs and the procedures for claiming a refund of
the Withholding Tax.
As
of January 1, 2005, Switzerland has entered into bilateral treaties for the avoidance of double taxation with respect to income taxes with the following countries, whereby a
part of the above-mentioned Withholding Tax may be refunded (subject to the limitations set forth in such treaties):
Albania
Australia
Austria
Belarus
Belgium
Bulgaria
Canada
China
Croatia
Czech Republic
Denmark
Ecuador
Egypt
Estonia
Finland
France
Germany
Greece
Hungary
Iceland
India
Indonesia
Iran
Israel
Italy
Ivory Coast
Republic of Ireland
Jamaica
Japan
Kazakhstan
Republic of Korea
(South Korea)
Kuwait
Kyrgyzstan
Latvia
Lithuania
Luxembourg
Macedonia
Malaysia
Mexico
Moldavia
Mongolia
Morocco
Netherlands
New Zealand
Norway
Pakistan
Philippines
Poland
Portugal
Romania
Russia
Singapore
Slovak Republic
Slovenia
South Africa
Spain
Sri Lanka
Sweden
Thailand
Trinidad and Tobago
Tunisia
Ukraine
United Kingdom
United States of America
Uzbekistan
Venezuela
Vietnam
Commonwealth of
Independent States
(1)
(1)
Excluding Estonia, Latvia, Lithuania and Russia.
Tax treaty negotiations are under way, or have been concluded, with Argentina (treaty not yet in force but provisionally applicable as from
January 1, 2001), Armenia, Azerbaijan, Bangladesh, Brazil, Chile, Ethiopia, Georgia,, Peru, Tajikistan, Turkey, Turkmenistan, United Arab Emirates and Zimbabwe.
A
Non-resident Holder of shares or ADSs will not be liable for any Swiss taxes other than the Withholding Tax described above and the Stamp Duty described below if the
transfer occurs through or with a Swiss bank or other Swiss securities dealer. If, however, the shares or ADSs of Non-resident Holders can be attributed to a permanent establishment or a
fixed place of business maintained by such person within Switzerland during the relevant tax year, the shares or ADSs may be subject to Swiss income taxes in respect of income and gains realized on
the shares or ADSs and such person may qualify for a full refund of the Withholding Tax based on Swiss tax law.
Residents of the United States.
A Non-resident Holder who is a resident of the United States for purposes of the
Treaty is eligible for a reduced rate of tax on dividends equal to 15% of the dividend, provided that such holder (i) qualifies for benefits under the Treaty, (ii) holds, directly and
indirectly, less than 10% of our voting stock, and (iii) does not conduct business through a permanent establishment or fixed base in Switzerland to which the shares or ADSs are attributable.
Such an eligible holder must apply for a refund of the amount of the Withholding Tax in excess of the 15% Treaty rate. A Non-resident Holder who is a resident of the United States for
purposes of the Treaty is eligible for a reduced rate of tax on dividends equal to 5% of the dividend, provided that such holder (i) is a company, (ii) qualifies for benefits under the
Treaty, (iii) holds directly more than 10% of our voting stock, and (iv) does not conduct business through a permanent establishment or fixed base in Switzerland to which the shares or
ADSs are attributable. Such an eligible holder must apply for a refund of the amount of the Withholding Tax in excess of the 5% Treaty rate. Claims for refunds must be filed on Swiss Tax
Form 82 (82C for corporations;
159
82I
for individuals; 82E for other entities), which may be obtained from any Swiss Consulate General in the United States or from the Federal Tax Administration of Switzerland at the address below,
together with an instruction form. Four copies of the form must be duly completed, signed before a notary public of the United States, and sent to the Federal Tax Administration of Switzerland,
Eigerstrasse 65, CH-3003 Berne, Switzerland. The form must be accompanied by suitable evidence of deduction of Swiss tax withheld at source, such as certificates of deduction, signed bank
vouchers or credit slips. The form may be filed on or after July 1 or January 1 following the date the dividend was payable, but no later than December 31 of the third year
following the calendar year in which the dividend became payable. For US resident holders of ADSs, JPMorgan Chase Bank, N.A., as Depositary, will comply with these Swiss procedures on behalf of
the holders, and will remit the net amount to the holders.
Stamp Duty upon Transfer of Securities.
The sale of shares, whether by Swiss residents or Non-resident Holders,
may be subject to federal securities transfer Stamp Duty of 0.15%, calculated on the sale proceeds, if the sale occurs through or with a Swiss bank or other Swiss securities dealer, as defined in the
Swiss Federal Stamp Duty Act. The Stamp Duty has to be paid by the securities dealer and may be charged to the parties in a taxable transaction who are not securities dealers. Stamp Duty may also be
due if a sale of shares occurs with or through a non-Swiss bank or securities dealer, provided (i) such bank or dealer is a member of the SWX, and (ii) the sale takes place
on the SWX. In addition to this Stamp Duty, the sale of shares by or through a member of the SWX may be subject to a minor stock exchange levy.
United States Federal Income Taxation
The following is a general discussion of the material US federal income tax consequences of the ownership and disposition of our shares or ADSs that may be
relevant to you if you are a US Holder (as defined below). Because this discussion does not consider any specific circumstances of any particular holder of our shares or ADSs, persons who are subject
to US taxation are strongly urged to
consult their own tax advisers as to the overall US federal, state and local tax consequences, as well as to the overall Swiss and other foreign tax consequences, of the ownership and disposition of
our shares or ADSs. In particular, additional rules may apply to US expatriates, banks and other financial institutions, regulated investment companies, traders in securities who elect to apply a
mark-to-market method of accounting, dealers in securities or currencies, tax-exempt entities, insurance companies, broker-dealers, investors liable for alternative minimum tax, investors
that hold shares or ADSs as part of a straddle, hedging or conversion transaction, holders whose functional currency is not the US dollar, persons who acquired our shares pursuant to the exercise of
employee stock options or otherwise and persons who hold directly, indirectly or by attribution, 10% or more of our outstanding share capital or voting power. This discussion generally applies only to
US Holders who qualify for benefits under the Treaty and who are not also residents of Switzerland, who hold the shares or ADSs as a capital asset, and whose functional currency is the US dollar.
Investors are urged to consult their own tax advisors concerning whether they are eligible for benefits under the Treaty.
For
purposes of this discussion, a "US Holder" is a beneficial owner of Novartis shares or ADSs who is (i) a citizen or individual resident of the United States for US federal
income tax purposes, (ii) a corporation (or other entity taxable as a corporation for US federal income tax purposes) created or organized in or under the laws of the US or a state thereof,
(iii) an estate the income of which is subject to US federal income taxation regardless of its source, or (iv) a trust subject to the primary supervision of a US court and the control of
one or more US persons. If a partnership (or other entity treated as a partnership for US federal income tax purposes) holds shares or ADSs, the tax treatment of a partner generally will depend upon
the status of the partner and the activities of the partnership. If a US Holder is a partner in a partnership that holds shares or ADSs, the Holder is urged to consult its own tax advisor regarding
the specific tax consequences of owning and disposing of such shares or ADSs.
This
discussion assumes that each obligation in the Deposit Agreement and any related agreement will be performed in accordance with its terms.
160
Dividends.
For US federal income tax purposes, US Holders will be required to include the full amount (including the amount
of any Withholding Tax) of a dividend paid with respect to our shares or ADSs as ordinary income. For this purpose, a "dividend" will include any distribution paid by us with respect to our shares or
ADSs (other than certain pro rata distributions of our capital stock), as the case may be based on the US dollar value of the distribution calculated by reference to the spot rate in effect on the
date the distribution is actually or constructively received by a US Holder, in the case of shares, or by the Depositary, in the case of ADSs. Such dividend will constitute income from sources outside
the United States for US foreign tax credit purposes. Subject to the limitations and conditions provided in the Code, US Holders generally may claim as a credit against their US federal income tax
liability, Withholding Tax withheld pursuant to the Treaty. The rules governing the foreign tax credit are complex. Each US Holder is urged to consult its own tax advisor concerning whether, and to
what extent, a foreign tax credit will be available under the Treaty with respect to dividends received from us. Alternatively, a US Holder may claim the foreign taxes as a deduction for the taxable
year within which they are paid or accrued, provided a deduction is claimed for all of the foreign taxes the US
Holder pays in the particular year. A deduction does not reduce US tax on a dollar-for-dollar basis like a tax credit. The deduction, however, is not subject to the limitations applicable to foreign
tax credits. Under the Code, dividend payments by us on the shares or ADSs are not eligible for the dividends received deduction generally allowed to corporate shareholders.
The
US Treasury has expressed concern that parties to whom ADSs are released may be taking actions inconsistent with the claiming of foreign tax credits for US Holders of ADSs.
Accordingly, the analysis above of the creditability of the Withholding Tax could be affected by future actions that may be taken by the US Treasury.
In
general, a US Holder will be required to determine the amount of any dividend paid in Swiss francs, including the amount of any Withholding Tax imposed thereon, by translating the
Swiss francs into US dollars at the spot rate on the date of receipt, regardless of whether the Swiss francs are in fact converted into US dollars. If a US Holder converts the Swiss francs so received
into US dollars on the date of receipt, it generally should not recognize foreign currency gain or loss on such conversion. If a US Holder does not convert the Swiss francs so received into US dollars
on the date of receipt, it will have a basis in the Swiss francs equal to the US dollar value on such date. Any foreign currency gain or loss that a US Holder recognizes on a subsequent conversion or
other disposition of the Swiss francs generally will be treated as US source ordinary income or loss.
If
a US Holder is a non-corporate US Holder the US dollar amount of any dividends paid to it prior to January 1, 2009 that constitute qualified dividend income generally will be
taxable at a maximum rate of 15%, provided that the US Holder meets certain holding period and other requirements. We currently believe that dividends paid with respect to our shares and ADSs will
constitute qualified dividend income for US federal income tax purposes. However, this is a factual matter and is subject to change. The US Treasury and the US Internal Revenue Service have
announced their intention to promulgate rules pursuant to which US Holders of shares and ADSs, among others, will be permitted to rely on certifications from issuers to establish that dividends are
treated as qualified dividends. US Holders of shares or ADSs are urged to consult their own tax advisors regarding the availability to them of the reduced dividend rate in light of their own
particular situation and the computations of their foreign tax credit limitation with respect to any qualified dividends paid to them, as applicable.
Sale or Other Disposition.
Upon a sale or other disposition of shares or ADSs, US Holders generally will recognize capital
gain or loss in an amount equal to the difference between the US dollar value of the amount realized on the disposition and the US Holder's tax basis (determined in US dollars) in the shares or ADSs.
This capital gain or loss generally will be in US source gain or loss and will be treated as long-term capital gain or loss if the holding period in the shares or ADSs exceeds one year. In
the case of certain US Holders (including individuals), any capital gain generally will be subject to US federal income tax at preferential rates if the US Holder meets the specified minimum holding
periods. The deductibility of capital losses is subject to significant limitations.
161
United States Information Reporting and Backup Withholding.
Dividend payments with respect to shares or ADSs and proceeds
from the sale, exchange or other disposition of shares or ADSs may be subject to information reporting to the IRS and possible US backup withholding at a current rate of 28%. Certain exempt recipients
(such as corporations) are not subject to these information reporting requirements. Backup withholding will not apply, however, to a Holder who furnishes a correct taxpayer identification number or
certificate of foreign status and makes any other required certification or who is otherwise exempt from backup withholding. Any US Holders required to establish their exempt status generally must
provide IRS Form W-9 (Request for Taxpayer Identification Number and Certification). Non-US holders generally are not subject to US information reporting or backup
withholding requirements. However, such holders may be required to provide certification of non-US status (generally on IRS form W-8BEN) in connection with payments received in the United
States or through US-related financial intermediaries. Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a Holder's US federal
income tax liability, and a Holder may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the IRS and furnishing any
required information.
10.F Dividends and paying agents
Not applicable.
10.G Statement by experts
Not applicable.
10.H Documents on display
Any statement in this Form 20-F about any of our contracts or other documents is not necessarily complete. If the contract or document is filed as an exhibit to
the Form 20-F the contract or document is deemed to modify the description contained in this Form 20-F. You must review the exhibits themselves for a complete description of the contract or document.
You
may review a copy of our filings with the U.S. Securities and Exchange Commission (the "SEC"), including exhibits and schedules filed with it, at the SEC's public reference
facilities in Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information. In addition, the SEC maintains an Internet site at http://www.sec.gov that contains reports and other information regarding issues that file electronically with
the SEC. These SEC filings are also available to the public from commercial document retrieval services.
WE
ARE REQUIRED TO FILE REPORTS AND OTHER INFORMATION WITH THE SEC UNDER THE SECURITIES EXCHANGE ACT OF 1934. REPORTS AND OTHER INFORMATION FILED BY U.S. WITH THE SEC MAY BE INSPECTED
AND COPIED AT THE SEC'S PUBLIC REFERENCE FACILITIES DESCRIBED ABOVE. AS A FOREIGN PRIVATE ISSUER, WE ARE EXEMPT FROM THE RULES UNDER THE EXCHANGE ACT PRESCRIBING THE FURNISHING AND CONTENT OF PROXY
STATEMENTS AND OUR OFFICERS, DIRECTORS AND PRINCIPAL SHAREHOLDERS ARE EXEMPT FROM THE REPORTING AND SHORT SWING PROFIT RECOVERY PROVISIONS CONTAINED IN SECTION 16 OF THE EXCHANGE ACT. UNDER THE
EXCHANGE ACT, AS A FOREIGN PRIVATE ISSUER, WE ARE NOT REQUIRED TO PUBLISH FINANCIAL STATEMENTS AS FREQUENTLY OR AS PROMPTLY AS UNITED STATES COMPANIES.
10.I Subsidiary Information
Not applicable.
162
Item 11. Quantitative and Qualitative Disclosures about Non-Product-Related Market Risk
Local
Currencies
$
2004
Growth and currency contribution
Net sales
9
%
14
%
Operating income
6
%
11
%
Net income
10
%
15
%
Net sales
Costs
2004
Net sales and operating costs by currencies:
$
43
%
37
%
Euro
26
%
23
%
CHF
3
%
15
%
Yen
8
%
5
%
Other
20
%
20
%
100
%
100
%
Liquid funds
Financial debt
2004
Liquid funds and financial debt by currencies:
$
59
%
21
%
Euro
13
%
36
%
CHF
25
%
40
%
Yen
0
%
0
%
Other
3
%
3
%
100
%
100
%
Local
Currencies
$
2003
Growth and currency contribution:
Net sales
11
%
19
%
Operating income
1
%
16
%
Net income
(8
%)
6
%
163
Net sales
Costs
2003
Net sales and operating costs by currencies:
$
43
%
41
%
Euro
26
%
23
%
CHF
4
%
17
%
Yen
8
%
4
%
Other
19
%
15
%
100
%
100
%
Liquid funds
Financial debt
2003
Liquid funds and financial debt by currencies:
$
50
%
28
%
Euro
15
%
29
%
CHF
32
%
40
%
Yen
1
%
Other
2
%
3
%
100
%
100
%
Market Risk
We are exposed to market risk, primarily related to foreign exchange, interest rates and the market value of our investments of liquid funds. We actively monitor
these exposures. To manage the volatility relating to these exposures, we enter into a variety of derivative financial instruments. Our objective is to reduce, where it is deemed appropriate to do so,
fluctuations in earnings and cash flows associated with changes in interest rates, foreign currency rates and market rates of investments of liquid funds. It is our policy and practice to use
derivative financial instruments to manage exposures and to enhance the yield on the investment of liquid funds. We do not enter any financial transactions containing a risk that cannot be quantified
at the time the transaction is concluded. We only sell existing assets in transactions and future transactions (in the case of anticipatory hedges) which we confidently expect we will have in the
future based on past experience. In the case of liquid funds, we write call options on assets we have or we write put options on positions we want to acquire and have the liquidity to acquire. We
expect that any loss in value for those instruments generally would be offset by increases in the value of the underlying transactions.
Foreign exchange rates:
We use the US dollar as our reporting currency and we are therefore exposed
to foreign exchange movements, primarily in European, Japanese and other Asian and Latin American currencies. Consequently, we enter into various contracts which change in value as foreign exchange
rates change, to preserve the value of assets, commitments and anticipated transactions. We use forward contracts and foreign currency option contracts to hedge certain anticipated net revenues in
foreign currencies.
On
December 31, 2004, we had long and short forward exchange and currency option contracts with equivalent values of $5.8 billion and $4.0 billion, respectively. At
December 31, 2003, we had long and short forward exchange and currency option contracts with equivalent values of $7.4 billion and $4.0 billion, respectively.
Net
investments in foreign countries are long-term investments. Their fair value changes through movements of the currency exchange rates. In the very long term, however, the
difference in the inflation
164
rate
should match the exchange rate movement, so that the market value of the real assets abroad should compensate for the change due to currency movements. For this reason, we only hedge the net
investments in foreign subsidiaries in exceptional cases.
Commodities:
We have only a very limited exposure to price risk related to anticipated purchases of
certain commodities used as raw materials by our businesses. A change in those prices may alter the gross margin of a specific business, but generally by not more than 10% of the margin and thus below
materiality levels. Accordingly, we do not enter into significant commodity futures, forward and option contracts to manage fluctuations in prices of anticipated purchases.
Interest rates:
We manage our net exposure to interest rate risk through the proportion of fixed rate
debt and variable rate debt in our total debt portfolio. To manage this mix, we may enter into interest rate swap agreements, in which we exchange the periodic payments, based on a notional amount and
agreed-upon fixed and variable interest rates. Our percentage of fixed rate debt to total financial debt was 47% at December 31, 2004, 51% at December 31, 2003 and 46% at
December 31, 2002.
Equity risk:
We purchase equities as investments of our liquid funds. As a policy, we limit our
holdings in an unrelated company to less than 5% of our liquid funds. Potential investments are thoroughly analyzed in respect of their past financial track record (mainly cash flow return on
investment), their market potential, their management and their competitors. Call options are written on equities which we own and put options are written on equities which we want to buy and for
which cash has been reserved.
Management summary:
Use of derivative financial instruments has not had a material impact on our
financial position at December 31, 2004 and 2003 or on the results of our operations for the years ended December 31, 2004 and 2003.
Value at risk:
We use a value at risk ("VAR") computation to estimate the loss in pre-tax
earnings of our foreign currency price-sensitive derivative financial instruments, the potential ten-day loss of our equity holdings as well as the potential ten-day loss in
the fair value of our interest rate-sensitive financial instruments. We use a ten-day period because it is assumed that not all positions could be undone in a single day, given
the size of the positions. The VAR computation includes our debt, short-term and long-term investments, foreign currency forwards, swaps
and options and anticipated transactions. Foreign currency trade payables and receivables as well as net investments in foreign subsidiaries are excluded from the computation.
The
VAR estimates are made assuming normal market conditions, using a 95% confidence interval. We use a "Delta Normal" model to determine the observed inter-relationships between
movements in interest rates, stock markets and various currencies. These inter-relationships are determined by observing interest rate, stock market movements and forward currency rate movements over
a 60-day period for the calculation of VAR amounts.
The
estimated potential ten-day loss in pre-tax earnings from foreign currency instruments under normal market conditions, the estimated potential
ten-day loss on our equity holdings and the estimated potential ten-day loss in fair value of our interest rate-sensitive instruments, primarily debt and
investments of liquid funds under normal market conditions, as calculated in the VAR model, follow:
At December 31,
2004
2003
($ millions)
Instruments sensitive to foreign currency rates
382
244
Instruments sensitive to equity market movements
40
67
Instruments sensitive to interest rates
118
112
All instruments
495
356
165
The average, high, and low VAR amounts for 2004 are as follows:
Average
High
Low
($ millions)
Instruments sensitive to foreign currency rates
342
512
214
Instruments sensitive to equity market movements
53
84
37
Instruments sensitive to interest rates
177
501
108
All instruments
495
863
326
The VAR computation is a risk analysis tool designed to statistically estimate the maximum probable ten-day loss from adverse
movements in foreign currency rates, equity market prices and interest rates under normal market conditions. The computation does not purport to represent actual losses in fair value or earnings to be
incurred by us, nor does it consider the effect of favorable changes in market rates. We cannot predict actual future movements in such market rates and do not present these VAR results to be
indicative of future movements in such market rates or to be representative of any actual impact that future changes in market rates may have on our future results of operations or financial position.
In
addition to these VAR analyses, we use stress-testing techniques which are aimed at reflecting a worst case scenario. For these calculations, we use the worst movements during a
period of six months over the past 20 years in each category. For 2004 and 2003, the worst case loss scenario was configured as follows:
At December 31,
2004
2003
($ millions)
Bond portfolio
115
200
Money market and linked financial instruments
184
118
Equities
98
287
Foreign exchange risks
231
232
Total
628
837
In our risk analysis, we consider this worst case scenario acceptable inasmuch as it could reduce the income, but would not endanger our solvency
and/or our investment grade credit standing. While it is highly unlikely that all worst case fluctuations would happen simultaneously, as shown in the model, the actual market can, of course, produce
bigger movements in the future than it has historically. Additionally, in such a worst case environment management actions could further mitigate our exposure.
Our
major financial risks are managed centrally by our Group Treasury. Only residual risks and some currency risks are managed by our affiliates. The collective amount of the residual
risks is, however, below 10% of the global risks.
We
have a written Treasury Policy, have implemented a strict segregation of front office and back office controls, and we do regular reconciliations of our positions with our counter
parties. In addition, external audits of the Treasury function are performed at regular intervals.
Item 12. Description of Securities other than Equity Securities